PROMISSORY
      NOTE

     

    
      	
              $1,500,000.00

            	
              February
                28, 2007

            


    

     

    FOR
      VALUE
      RECEIVED, NexCen Brands, Inc. ( “Company”)
      hereby
      promises to pay to the order of Marble Slab Creamery, Inc., a Texas corporation
      (“Holder”),
      the
      principal sum of One Million Five Hundred Thousand and 00/100 Dollars
      ($1,500,000.00), together with interest thereon calculated from the date hereof
      in accordance with the provisions of this note (“Note”).

     

    This
      Note
      is issued pursuant to that certain Asset Purchase Agreement, dated as of
      February 14, 2007, among NexCen Acquisition Corp. (“Buyer”),
      Holder, Holder’s stockholders and the Company ( “Purchase
      Agreement”)
      pursuant to which Buyer acquired substantially all the assets and franchise
      operations of Holder (the “Business”)
      and is
      the “Promissory
      Note”
defined
      in the Purchase Agreement. This Note evidences the absolute and unconditional
      obligation of the Company, subject only to the right of set-off as specified
      in
      Section 11.

     

    1. Scheduled
      Payments

     

    (a) Principal.
      Subject
      to Section 11, the entire unpaid principal balance of this Note (together with
      all accrued and unpaid interest thereupon) shall become due and payable in
      full
      on February 28, 2008, subject to mandatory prepayments required under Section
      1(c) ( “Maturity
      Date”).
      If,
      but only if, the Escrow Amount (defined below) is sufficient to pay the unpaid
      principal balance of this Note, plus accrued and unpaid interest, the release
      of
      the Escrow Amount to the Holder shall constitute full and final satisfaction
      of
      this Note. For the avoidance of doubt, the unpaid principal amount shall refer
      to any reduction of the principal of this Note whether by mandatory prepayment,
      optional prepayment or an adjustment made in accordance with the terms set
      forth
      in Section 11.

     

    (b) Interest.
      Interest shall accrue on the unpaid principal amount of this Note from the
      date
      hereof through the Maturity Date at the rate of six percent (6%) per annum,
      and
      after the Maturity Date until paid at the rate of eight percent (8%) per annum.
      Interest shall be calculated on the basis of the actual number of days elapsed
      and a year of 365 days.

     

    (c) Mandatory
      Prepayment.
      Notwithstanding the foregoing, if, prior to the Maturity Date, Buyer sells,
      transfers or otherwise disposes of all or substantially all of the assets of
      the
      Business (based on the book value thereof), or if the Company sells, transfers
      or otherwise disposes of more than 49% of the Company’s equity interests in the
      Buyer, in each case other than to an Affiliate (as defined in the Purchase
      Agreement) of the Company, then upon the closing of such transaction all of
      the
      outstanding principal balance hereunder and all accrued and unpaid interest
      thereon shall immediately become due and payable (a “Mandatory
      Prepayment”),
      and
      the Maturity Date shall be the date the Mandatory Prepayment becomes
      due.

     

    (d) Optional
      Prepayments.
      The
      Company may at any time prepay, without premium or penalty, all or any portion
      of the Company’s obligations under this Note. All such prepayments shall be
      applied first to pay all accrued but unpaid interest and then to pay outstanding
      principal.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Payment
      of Note.

     

    (a) Except
      to
      the extent permitted in Section 2(b), all payments and prepayments of principal
      of and interest on this Note shall be made to the Holder or its order, or to
      the
      legal holder of this Note or such holder’s order, in lawful money of the United
      States of America by wire transfer of immediately available funds to a United
      States bank account designated in writing by the Holder (or at such other place
      as the holder hereof shall notify the Company in writing).

     

    (b) The
      Company shall have the right, in its sole discretion, to make full and final
      payment of principal of and accrued but unpaid interest on this Note (but not
      any partial payment thereof), whether on the Maturity Date or any earlier date,
      in shares of Common Stock, par value $0.01 per share, of the Company
      (“Company
      Shares”)
      in an
      amount equal to the quotient obtained by dividing (i) the amount of such payment
      by (ii) the average per share closing price for the Common Stock as reported
      on
      the Nasdaq Global Market for the five consecutive trading days ending on the
      trading day preceding the date of payment. As a condition to the Company’s right
      to issue Company Shares in partial or full satisfaction of this Note, the
      Company Shares issuable to the Holder (i) shall be covered by a registration
      statement filed with and declared effective by the Securities and Exchange
      Commission and either registered or exempt under applicable state securities
      laws, and (ii) shall not be subject to any restrictions on resale. For the
      avoidance of doubt, if such registration statement is not effective on the
      date
      the applicable payment is made, the Holder may demand (and shall receive)
      payment in cash in lieu of accepting Company Shares.

     

    3. Event
      of Default; Consequences.
      Subject
      to the right of set-off in Section 11, if the Company fails to pay when due
      any
      amount (whether interest, principal or other amount) then payable on this Note,
      then the Holder may, by notice of default and acceleration given to the Company,
      accelerate the Maturity Date and declare the entire outstanding principal amount
      of this Note, together with all accrued and unpaid interest thereon, immediately
      due and payable.

     

    4. Escrow.
      On or
      prior to the date of this Note, the Company has deposited an aggregate of
      $5,100,000 (the “Escrow
      Amount”)
      in an
      escrow account in accordance with the terms of the Escrow Agreement to secure
      payment of this Note and a second promissory note payable to Holder in the
      principal amount of $3,500,000 (the “Second
      Note”).
      Upon
      the occurrence of an event of default under this Note, the Holder shall have
      the
      right to make a claim against the Escrow Amount for the amount then due and
      payable. If, however, the
      principal amount of this Note is reduced, whether as a result of prepayment,
      or
      payment at maturity, then the Escrow Agent shall release to the Company that
      portion of the Escrow Amount that corresponds to the amount by which the
      principal amount of this Note has been reduced, plus, to the extent that the
      amount remaining in the escrow account is sufficient to satisfy the outstanding
      principal and interest through maturity in this Note and the Second Note, up
      to
      an additional amount equal to the amount of interest that would have accrued
      (but will not accrue) under this Note as a result of the reduction in the
      principal amount of the Note. The Company shall be entitled to all interest
      earned on the Escrow Amount to the extent such interest is not required for
      payment of accrued but unpaid interest on this Note and the Second
      Note.

     

    
      
         

      

      
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    5. Expenses.
      Holder
      shall be entitled to recover any and all sums and expenses, including costs,
      attorneys’ fees and other professional fees and collection and receiver’s
      expenses, advanced or incurred by Holder in connection with the defense,
      enforcement or collection of this Note, and any refinancing, workout or
      restructuring of the indebtedness evidenced hereby. The Company shall reimburse
      Holder for such sums and expenses from time to time upon demand.

     

    6. Waiver
      of Presentment.
      Except
      as provided herein, the Company hereby waives presentment for payment, demand,
      protest, and notice of demand, protest and nonpayment, and any other notice
      that
      might be required by law, and consents to any and all renewals or extensions
      that might be made by the Holder as to the time of payment of this Note from
      time to time.

     

    7. Transfer
      to Stockholders.
      Upon
      surrender of this Note to Company, duly endorsed for transfer and accompanied
      by
      a schedule showing (i) the name, address and federal tax identification number
      of Ronald J. Hankamer, Sr., Ronald J. Hankamer, Jr. and Richard Hankamer (the
      “Stockholders”)
      and
      (ii) the amount and percentage of the unpaid principal of this Note each such
      Stockholder will receive, Company will cancel this Note and issue to each
      Stockholder a replacement Promissory Note in the principal amount indicated
      in
      Company’s schedule and otherwise containing terms identical to those set forth
      in this Note.

     

    8. Replacement
      and Cancellation.

     

    (a) Replacement
      of Lost Note.
      Upon
      receipt of evidence reasonably satisfactory to the Company (an affidavit of
      the
      Holder shall be satisfactory) of the ownership and the loss, theft, destruction
      or mutilation of this Note and, in the case of any such loss, theft or
      destruction, upon receipt of an indemnity reasonably satisfactory to the Company
      (provided that, if the holder is a financial institution or other institutional
      investor, its own agreement shall be satisfactory), or, in the case of any
      such
      mutilation, upon the surrender of such Note to the Company at its principal
      office, the Company shall (at its expense) execute and deliver, in lieu thereof,
      a new Note of the same class and representing the same rights represented by
      such lost, stolen, destroyed or mutilated Note and dated so that there will
      be
      no loss of interest on such Note. Any Note in lieu of which any such new Note
      has been so executed and delivered by the Company shall not be deemed to be
      an
      outstanding Note.

     

    (b) Cancellation.
      After
      all principal, accrued interest and all other amounts at any time owed on this
      Note have been paid in full, this Note shall be surrendered to the Company
      for
      cancellation, and the Escrow Amount, if and to the extent not distributed to
      the
      Holder in payment and satisfaction of the Note, shall be released in full to
      the
      Company.

     

    9. Business
      Days.
      If any
      payment is due, or any time period for giving notice or taking action expires,
      on a day which is not a business day, in the State of New York, the payment
      shall be due and payable on, and the time period shall automatically be extended
      to, the next business day immediately following, and interest shall continue
      to
      accrue at the required rate hereunder until any such payment is
      made.

     

    
      
         

      

      
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    10. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of New York, without giving effect to any choice of law or conflict
      of
      law provision or rule (whether of the State of New York or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of New York.

     

    11. Deferred
      Payment Date.
      Notwithstanding anything to the contrary in this Note, if on or prior to the
      Maturity Date, any Buyer Indemnified Party (as defined in the Purchase
      Agreement) has made a claim against the Escrow Amount that constitutes a Pending
      Indemnification Claim under Section 2(b)(iv) of that certain Escrow Agreement,
      dated even date hereof, between the Company, NexCen Brands, Inc., Holder and
      Wilmington Trust Company (the “Escrow
      Agreement”),
      then
      the date for payment of that portion of the principal of this Note equal to
      the
      amount for which a Pending Indemnification Claim has been made under the Escrow
      Agreement shall be deferred until the date on which the Escrow Agent (as defined
      in the Escrow Agreement) becomes obligated to release the portion of the
      disputed Escrow Amount to the Seller or the Buyer Indemnified Party. To the
      extent the Escrow Agent distributes funds to any Buyer Indemnified Party in
      accordance with the procedures stated in the Escrow Agreement to satisfy claims
      made pursuant to Section 2(b) of the Escrow Agreement, the principal amount
      of
      this Note shall be reduced effective as of the Maturity Date in an amount equal
      to such disbursement(s). If upon resolution of a Pending Indemnification Claim,
      the Escrow Agent becomes obligated to disburse any part of the Escrow Amount
      to
      the Seller, then the Escrow Amount that is released to the Seller shall accrue
      interest thereon from the original Maturity Date until paid at the rate of
      eight
      percent (8%) per annum. Interest shall be calculated on the basis of the actual
      number of days elapsed and a year of 365 days. Nothing in this Section 11 or
      in
      the Escrow Agreement will affect Company’s obligation to pay interest accrued on
      this Note on the original Maturity Date.

     

    12. Purchase
      Agreement.
      This
      Note has been executed and delivered pursuant to and in accordance with the
      terms and conditions of the Purchase Agreement (as defined herein) and is
      subject to the terms and conditions of the Purchase Agreement which are
      incorporated herein by reference and made a part hereof. Capitalized terms
      used
      in this Note without separate definition shall have the respective meanings
      given to them in the Purchase Agreement.

     

    13. Successors
      and Assigns.
      This
      Note may not be assigned or transferred by the Company or the Holder without
      the
      prior written consent of the other party hereto except as set forth in Section
      7
      hereof. Any transfer or assignment in violation of this Section 13 shall be
      void, and the Company shall not recognize such purported transferee as a holder
      of the Note.

     

    *
      * * * *
      *

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this Promissory
      Note as of the date first written above.

     

    
      	 	 	 
	 	NEXCEN
              BRANDS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Robert W. D’Loren
	 	Title: 	
              
Chief
              Executive Officer
	 	
              
 
	 	 


    

     

     

    
      
         

      

      
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