Exhibit 10.1

                                    AMENDMENT
                                       TO
                               EARN-OUT AGREEMENT

         THIS AMENDMENT TO EARN-OUT AGREEMENT (this "Amendment") is made as of
April 10, 2007 by and among Steven Madden, Ltd., a Delaware corporation, Daniel
M. Friedman, Daniel M. Friedman & Associates, Inc. and DMF International, Ltd
(each a "Company," and together the "Companies").

                                    RECITALS
                                    --------

         WHEREAS, the parties hereto entered into that certain Earn-Out
Agreement (the "Earn-Out Agreement"), dated as of February 7, 2006, and;

         WHEREAS, Steven Madden, Ltd., a Delaware corporation and Daniel M.
Friedman wish to shorten the term of the Earn-Out Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and in the Earn-Out Agreement, the parties hereby agree as
follows:

         1.       Section 1 Definitions of the Earn-Out Agreement are hereby
                  amended as follows:

         The foregoing definition of "2007 Contingent Purchase Price Payment" is
         added before the first definition. The "2007 Contingent Purchase Price
         Payment" is defined to say:

                  "2007 Contingent Purchase Price Payment" shall have the
                  meaning set forth in section 2(a) hereof.

         The definition of "2008 Contingent Purchase Price Payment" is hereby
         deleted in its entirety and replaced as follows:

                  "2008 Contingent Purchase Price Payment" shall have the
                  meaning set forth in section 2(b) hereof.

         The definitions of "2009 Contingent Purchase Price Payment" and "2010
         Contingent Purchase Price Payment" are hereby deleted in their
         entirety.

         The definition of "Contingent Purchase Price Payment" is hereby deleted
         in its entirety and replaced as follows:

                  "Contingent Purchase Price Payment" shall mean each of the
                  2007 Contingent Purchase Price Payment and the 2008 Contingent
                  Purchase Price Payment.

         The definition of "Earn-Out Year" is hereby deleted in its entirety and
         replaced as follows:
<PAGE>

                  "Earn-Out Year" shall mean each of fiscal year 2007 and fiscal
                  year 2008, which shall end on December 31, 2007 and 2008,
                  respectively.

         The definition of "Earn-Out Multiple" is hereby deleted in its entirety
         and replaced as follows:

                  "Earn-Out Multiple" shall mean 3.64.

         The definition of "EBITDA" is hereby deleted in its entirety and
         replaced as follows:

                  "EBITDA" shall mean the Companies' (a) net sales, less,
                  without duplication, the sum of (i) cost of sales (including,
                  without limitation, any amounts which, absent the transactions
                  contemplated by the Stock Purchase Agreement, would have been
                  payable by Daniel M. Friedman & Associates, Inc. to the
                  Purchaser pursuant to the terms of the License Agreement (as
                  hereinafter defined) as if, with respect to such amounts, such
                  License Agreement is coterminous with this Agreement;
                  provided, that no royalty shall be payable for the sale of
                  Steven products in fiscal year 2007 and a 5% royalty shall be
                  payable for Steven products for fiscal year 2008 and,
                  therefore, in determining the royalty payable pursuant to the
                  License Agreement, Madden shall, (x) in 2007, subtract 10%
                  multiplied by the amount of any Steven product sold and (y) in
                  2008, subtract 5% multiplied by the amount of any Steven
                  product sold in order to effectuate the agreed upon royalty
                  amount, (ii) selling and distribution expenses, (iii) design
                  and production expenses and (iv) general administrative
                  expenses (for the avoidance of doubt, including in each of the
                  foregoing clauses the net amount payable under the Services
                  Agreement), plus (b) to the extent included in expenses in
                  clause (a) of this definition, the sum of (i) interest
                  expense, (ii) fees and expenses (including prepayment
                  penalties) in connection with financings, (iii) income tax
                  expense (including payments in respect of any tax sharing or
                  other similar agreement) other than international VAT or other
                  similar tax, (iv) depreciation and amortization expense, (v)
                  expenses resulting from FAS 142 or FAS 144, (vi) amortized
                  expenses related to the closing of the transactions
                  contemplated by the Stock Purchase Agreement and the
                  338(h)(10) Election (as defined in the Stock Purchase
                  Agreement), (vii) any allocation of corporate overhead from
                  Affiliates of either Company or allocation of profit, loss or
                  expenses from Affiliates of either Company, other than those
                  allocations specified in the Services Agreement, (viii) any
                  Losses (as defined in the Stock Purchase Agreement) of either
                  of the Companies which give rise to an indemnity obligation
                  pursuant to the indemnification provisions of the Stock
                  Purchase Agreement, to the extent, and only to the extent,
                  that such indemnity obligations have been honored, and (ix)
                  any amounts recovered or recoverable by either Company from
                  insurance, to the extent, and only to the extent, the Loss
                  attributable to such insurance arose in the same period, plus
                  (c) the amount set forth on Schedule A attached hereto for the
                  applicable fiscal year; provided, that for purposes of the
                  foregoing, (i) all products of Purchaser sold by the Companies
                  to retail stores of Purchaser shall be transferred at actual
                  LDP cost, and (ii) any product sold by the Companies' to
                  Purchaser's or the Companies' international distributors shall

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<PAGE>

                  be deemed to be sold at a price based on the following: (x)
                  products shipped from the Companies' (or Purchaser's) U.S.
                  warehouses will be sold at actual LDP cost (excluding kitty)
                  plus 15% of such LDP cost; and (y) products shipped from
                  overseas factories will be sold at first cost (FOB factory)
                  plus a commission of fifteen percent (15%). Each figure in
                  clause (a) and clause (b) of this definition shall be
                  determined on a consolidated basis in accordance with GAAP
                  consistently applied from the Closing Date.

         2.       Section 2(a) of the Earn-Out Agreement is hereby deleted in
                  its entirety and replaced as follows:

                  (a)      2007 Contingent Purchase Price Payment. The aggregate
                           amount of the contingent purchase price payment
                           payable to Seller with respect to fiscal year 2007
                           (the "2007 Contingent Purchase Price Payment") shall
                           equal 20% of the product of (i) the EBITDA for fiscal
                           year 2007 and (ii) the Earn-Out Multiple.

         3.       Section 2(b) of the Earn-Out Agreement is hereby deleted in
                  its entirety and replaced as follows:

                  (b)      2008 Contingent Purchase Price Payment. The aggregate
                           amount of the contingent purchase price payment
                           payable to Seller with respect to fiscal year 2008
                           (the "2008 Contingent Purchase Price Payment") shall
                           equal 20% of the product of (i) the EBITDA for fiscal
                           year 2008 and (ii) the Earn-Out Multiple.

         4.       Section 2(c) of the Earn-Out Agreement is hereby deleted in
                  its entirety.

         5.       The preamble to Section 6 of the Earn-Out Agreement is hereby
                  deleted in its entirety and replaced as follows:

                  Corporate Governance During Earn-Out Period. Seller and
                  Purchaser agree that until the earlier of the termination of
                  this Agreement or the end of fiscal year 2008, the Companies
                  shall be managed in accordance with the following provisions:

                  The subsections of Section 6 remain in their entirety.

         6.       Section 7 of the Earn-Out Agreement is hereby deleted in its
                  entirety and replaced as follows:

                  Intercompany Transactions and Other Activities During Earn-Out
                  Period. For purposes of determining any Contingent Purchase
                  Price Payment payable under this Agreement, Seller and
                  Purchaser agree that until the earlier of the termination of
                  this Agreement or the end of fiscal year 2008, all
                  transactions between the Companies, on the one hand, and
                  Purchaser or any of its Affiliates (excluding the Companies
                  and their subsidiaries), on the other hand (each an
                  "Intercompany Transaction"), shall be at cost or shall be

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<PAGE>

                  adjusted to be upon fair and reasonable terms no less
                  favorable to either party than would be obtained in a
                  comparable arm's-length transaction with an unaffiliated third
                  Person. The parties acknowledge and agree that the Services
                  Agreement is or will be on arm's-length terms.

         Except as specifically amended hereby, each provision of the Earn-Out
Agreement shall continue in full force and effect in accordance with its terms.
Any capitalized term used in this Amendment and not herein defined shall have
the meaning ascribed to it in the Earn-Out Agreement.



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<PAGE>

         IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be duly executed and delivered by their respective duly authorized
representatives as of the date first written above.

                                 COMPANIES:
                                 ----------

                                 DANIEL M. FRIEDMAN & ASSOCIATES, INC.


                                 By: /s/ DANIEL M. FRIEDMAN
                                     -------------------------------------------
                                     Name:   Daniel M. Friedman
                                     Title:  President


                                 DMF INTERNATIONAL, LTD.


                                 By: /s/ DANIEL M. FRIEDMAN
                                     -------------------------------------------
                                     Name:   Daniel M. Friedman
                                     Title:  President


                                 PURCHASER:
                                 ----------

                                 STEVEN MADDEN, LTD.


                                 By: /s/ JAMIESON A. KARSON
                                     -------------------------------------------
                                     Name:  Jamieson A. Karson
                                     Title: Chairman and Chief Executive Officer


                                 SELLER:
                                 -------


                                 /s/ DANIEL M. FRIEDMAN
                                 ----------------------------------------
                                 Daniel M. Friedman

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