pg. 2

"Audits

Pursuant the Vendor Code of Conduct, Steve Madden has the right to audit all of its vendors and suppliers, as well as to conduct on-site inspections of vendor facilities, to engage in announced and unannounced monitoring activities including confidential employee interviews, and to contract with third party auditors to ensure compliance. Steve Madden determines which suppliers and vendors to audit based on specific risk assessments as well as the results of previous audits and other information obtained by the Company."