Exhibit
10.4


Execution Copy


VOTING AGREEMENT


This VOTING AGREEMENT (the “Agreement”), dated
as of August 7, 2007, is entered into by and among NexCen Brands, Inc., a
Delaware corporation (the “Company”), Pretzelmaker Franchising, LLC, a
Delaware limited liability company (“Pretzelmaker”), and Pretzel Time
Franchising, LLC, a Delaware limited liability company (“Pretzel Time,”
and collectively with Pretzel Maker, the “Holders”).


WHEREAS, the Company, NexCen Asset Acquisition, LLC, a
Delaware limited liability company (the “Buyer”), Mrs. Fields’ Famous
Brands, LLC, a Delaware limited liability company, and the Holders have entered
into that certain Asset Purchase Agreement, dated as of August 7, 2007 (the “Purchase
Agreement”), pursuant to which Buyer has agreed to acquire certain of the
assets that relate to the operation of Pretzel Time and Pretzelmaker;


WHEREAS, pursuant to the terms of the Purchase
Agreement, the Holders (1) will be issued, at the Closing, shares of common
stock, par value $0.01 per share, of the Company (“Company Shares”) in
accordance with Sections 3.2 and 3.3 of the Purchase Agreement; (2) subject to
the terms of the Purchase Agreement, will be issued and will receive the
Company Shares representing the Indemnity Escrow Amount upon release therefrom;
(3) subject to the terms of the Purchase Agreement, will be issued and will
receive the Company Shares representing the Developing Agents Escrow Amount
upon release therefrom; and, (4) may, following the Closing, receive an
additional number of Company Shares in accordance with Section 3.2(f) of the
Purchase Agreement (all such Company Shares are referred to as the “Consideration
Shares”); and


WHEREAS, on the terms and conditions set forth in the
Purchase Agreement, the Holders desire and agree to be bound by the
restrictions on transfer, and to vote all Company Shares issued to them
pursuant to the terms of the Purchase Agreement as set forth herein.


NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows (with all capitalized terms used and not otherwise defined
herein having their respective meanings as set forth in the Purchase Agreement):


1.             Agreement
to Vote Shares; Irrevocable Proxy. 
Each Holder hereby appoints such person as the Board of Directors of the
Company may appoint after the date of this Agreement (the “Proxy Holder”)
its proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the term of this
Agreement with respect to the Consideration Shares (including any Company
Shares included in the Escrow Amount, if any) and any New Shares (as defined
below) (collectively, the “Shares”). 
Holders shall take such further action or execute such other instruments
as may be necessary to effectuate the intent of this proxy and limited power of
attorney.  The proxy and limited power of
attorney granted hereunder by Holders shall be irrevocable during the term of
this Agreement, shall be deemed to be coupled with an interest sufficient in
law to support an irrevocable proxy and shall revoke any and all prior proxies
granted by Holder with respect to the matters contemplated hereunder.  The power of attorney granted by Holders
herein is a limited durable power of attorney and shall













survive the bankruptcy,
death or incapacity of the Holders.  The
proxy and limited power of attorney granted hereunder shall terminate upon the
termination of this Agreement.  All
parties hereto acknowledge and agree that the Proxy Holder shall, and the
Holders hereby irrevocably consent to, vote all Shares owned by them in favor
of matters recommended or approved by the Board of Directors of the Company,
or, if such matters are neither recommended nor approved by the Board of
Directors of the Company, then at the direction of the Board of Directors of
the Company, in respect of all matters for which stockholder approval is sought
or required.  Notwithstanding anything to
the contrary, the provisions of this Section 1 shall not apply with respect to
any Shares that have been validly Transferred (as hereinafter defined) by any
of the Holders (or its permitted transferees or successors in interest) to a
third party in compliance with Section 3 hereof.


2.             No
Voting Trusts or Other Arrangements. 
Each of the Holders agrees that he will not, and will not permit any
entity under his or its control to, grant any proxies with respect to the
Shares or subject any of the Shares to any arrangement with respect to the
voting of the Shares other than this Agreement.


3.             Transfer
and Encumbrance.


(a)           Each of the Holders
represents and warrants that (i) the Consideration Shares are free and clear of
all liens, claims, charges, security interests or other encumbrances, other
than those that may be created by the Purchase Agreement, the Escrow Agreement,
the Indenture, the Collateral Agreements (as defined in the Indenture), and
this Agreement, (ii) there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which the Holders
are a party relating to the pledge, disposition or voting of the Shares, and
there are no voting trusts or voting agreements with respect to the Shares,
other than this Agreement and applicable trust agreements for estate planning
purposes, including but not limited to charitable remainder trusts, (iii) each
of the Holders has full power and authority to enter into, execute and deliver
this Agreement and to perform fully the Holders’ obligations hereunder and (iv)
this Agreement constitutes the legal, valid and binding obligation of the
Holders in accordance with its terms.


(b)           On or after the date
hereof and during the term of this Agreement, except to the extent permitted by
Section 7.8 of the Purchase Agreement, each of the Holders shall not, and shall
not agree to, (i) sell, transfer, hypothecate, negotiate, pledge, assign,
encumber, grant any option, warrant or other right to purchase, or otherwise dispose
of, or (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of ((i) and (ii) collectively, “Transfer”) any
Company Shares, except (x) to one or more partners or members of each of the
Holders or to an affiliated corporation under common control with either of the
Holders (but then only if, as a precondition to such transfer, the transferee
agrees in a writing, reasonably satisfactory in form and substance to the
Company and the Proxy Holder, to be bound by the terms of this Agreement and
each of the Holders (as applicable) has delivered to the Company an opinion of
counsel in form and substance satisfactory to the Company and its counsel, to the
effect that no registration of the Shares under the Securities Act is
required), subject further to the restrictions set forth in the Escrow
Agreement or (y) to the Company, in the case of the Escrow Amount being
transferred pursuant to the Escrow Agreement and Purchase Agreement.



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4.             New
Shares.  Each of the Holders agrees
that all Shares received as a result of any stock splits, stock dividends or
reclassifications of Consideration Shares (all such Shares collectively, “New
Shares”), shall be subject to the terms of this Agreement to the same
extent as if they constituted Consideration Shares as of the date hereof.


5.             Specific
Performance.  Each party hereto
acknowledges that it will be difficult to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement in the event of any such failure, the other party
will not have an adequate remedy at law or damages.  Accordingly, each party hereto agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate
remedy at law.  Each party hereto agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party’s seeking or obtaining
such equitable relief.


6.             Entire
Agreement.  This Agreement supersedes
all prior agreements, written or oral, among the parties hereto with respect to
the subject matter hereof and contains the entire agreement among the parties
with respect to the subject matter hereof. 
This Agreement may not be amended or supplemented, and no provisions
hereof may be modified or waived, except by an instrument in writing signed by
all the parties hereto.  No waiver of any
provisions hereof by any party shall be deemed a waiver of any other provision
hereof by any such party, nor shall any such waiver be deemed a continuing
waiver of any provision hereof by such party.


7.             Notices.  All notices hereunder shall be in writing and
shall be deemed given when delivered personally, upon receipt of a transmission
confirmation if sent by facsimile or like transmission, email or on the next
business day when sent by Federal Express, Express Mail or other reputable
overnight courier service to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):


If to the Company or the Proxy Holder:


NexCen Brands, Inc.


1330 Avenue of the Americas


34th Floor


New York, NY 10019


Attention:              David Meister, CFO


Fax:                         (212)
277-1160


With a copy (which shall
not constitute notice to the Company) to:


Kirkland & Ellis LLP


655 15th Street, N.W.


Washington, DC 20005


Attention:              Mark D. Director, Esq.


Fax:                         202-879-5200


If to the Holders, to the address or facsimile number
or email address set forth for each of the Holders on Schedule 1 hereto.



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8.             Miscellaneous.


(a)           In addition to other
legends that are required, either by agreement or by federal or state
securities laws, each certificate representing any of the Shares shall be
marked by the Company with a legend substantially in the following form:


“THE SALE, TRANSFER,
HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE, GRANT OF ANY
OPTION, WARRANT OR OTHER RIGHT TO PURCHASE, OR OTHER DISPOSITION (COLLECTIVELY,
“TRANSFER”) OF THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AND A GRANT OF PROXY PURSUANT TO THAT CERTAIN VOTING AGREEMENT BY
AND BETWEEN NEXCEN BRANDS, INC. AND THE HOLDERS NAMED THEREIN, DATED AS OF
AUGUST 7, 2007 (THE “VOTING AGREEMENT”), COPIES OF EACH OF WHICH MAY BE
OBTAINED FROM THE SECRETARY OF NEXCEN BRANDS, INC. NO TRANSFER OF THE SHARES
MAY BE MADE UNLESS SPECIFIC CONDITIONS OF THE VOTING AGREEMENT ARE SATISFIED.”


(b)           THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN
ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.  The
parties hereby irrevocably submit to the exclusive jurisdiction of the courts
of the State of Delaware and the Federal courts of the United States of
America, in each case sitting in Delaware, solely in respect of the interpretation
and enforcement of the provisions of this Agreement and in respect of the
transactions contemplated hereby, and hereby waive, and agree not to assert, as
a defense in any action, suit or proceeding for the interpretation or
enforcement hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement may not be enforced in or by such courts, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be heard and determined in such a Delaware State or Federal court.  The parties hereby consent to and grant any
such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
7 or in such other manner as may be permitted by law shall be valid and
sufficient service thereof.


(c)           EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY



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UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (iii) EACH PARTY MAKES THIS
WAIVER VOLUNTARILY.


(d)           If any provision of
this Agreement or the application of such provision to any person or
circumstances shall be held invalid or unenforceable by a court of competent
jurisdiction, such provision or application shall be unenforceable only to the
extent of such invalidity or unenforceability, and the remainder of the
provision held invalid or unenforceable and the application of such provision
to persons or circumstances, other than the party as to which it is held
invalid, and the remainder of this Agreement, shall not be affected.


(e)           This Agreement may be
executed in one or more counterparts (including by facsimile), each of which
shall be deemed to be an original but all of which together shall constitute
one and the same instrument.


(f)            This Agreement shall
terminate automatically upon the sale, transfer or other disposition of all
Company Shares held by the Holders to persons or entities that are not
Affiliates, in compliance with Section 4(b) hereof.  For purposes hereof, the term “Affiliate”
shall mean any other person or entity who directly, or indirectly through one
or more intermediaries, is in control of, is controlled by, or is under common
control with, such Holder.  For purposes
of this definition, control of an entity means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such entity whether by contract, securities ownership or otherwise; and the
terms “controlling” and “controlled” shall have the respective meanings
correlative to the foregoing.


(g)           Each party hereto shall
execute and deliver such additional documents as may be necessary or desirable
to effect the transactions contemplated by this Agreement.


(h)           No party to this
Agreement may assign any of its rights or obligations under this Agreement
without the prior written consent of the other party hereto. Any assignment
contrary to the provisions of this Section 8(h) shall be null and void.


[SIGNATURE
PAGE FOLLOWS]



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IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Voting Agreement as of the
date first written above.


	
  

  	
  NEXCEN BRANDS, INC., a Delaware 

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W.
  D’Loren

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. D’Loren

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
					



 













 


	
  

  	
  HOLDERS:

  
	
   

  	
   

  
	
   

  	
  PRETZELMAKER FRANCHISING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ward

  
	
   

  	
   

  	
  Title:

  	
  EVP and Chief Legal Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRETZEL TIME FRANCHISING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ward

  
	
   

  	
   

  	
  Title:

  	
  EVP and Chief Legal Officer

  
					



 


Voting
Agreement


















SCHEDULE
1


	
  Name of Holder

  	
   

  	
  Address for Notices Pursuant to Section 7

  
	
   

  	
   

  	
   

  
	
  Pretzel Time Franchising, LLC

  	
   

  	
  2855 East Cottonwood Parkway

  Suite 400

  Salt Lake City, UT 84121

  Fax: (801) 736-5944

  
	
   

  	
   

  	
   

  
	
  Pretzelmaker Franchising, LLC

  	
   

  	
  2855 East Cottonwood Parkway

  Suite 400

  Salt Lake City, UT 84121

  Fax: (801) 736-5944

  



 


Voting
Agreement