PROMISSORY
      NOTE

    
      	
               

              $3,500,000.00

            	
               

              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 Three Million Five Hundred Thousand and 00/100 Dollars
      ($3,500,000.00), 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.

    


    1. Scheduled
      Payments

    


    (a) Principal.
      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.

    


    (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.
      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 satisfy
      payment of this Note and a second promissory note payable to Holder in the
      principal amount of $1,500,000 (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.
      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.

    


    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.

    


    
      
        
        

      

      
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    11. 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), to which
      reference is made for a more complete statement of the Holder’s rights with
      respect to this Note. Capitalized terms used in this Note without separate
      definition shall have the respective meanings given to them in the Purchase
      Agreement.

    


    12. 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 12 shall be
      void, and the Company shall not recognize such purported transferee as a holder
      of this Note.

    


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      *

    


     

    
      
        
        

      

      
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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