REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of February 28, 2007, is made by and among NexCen Brands, Inc., a Delaware
      corporation (the “Company”),
      and
      those Securityholders listed on Exhibit
      A
      hereto
      (collectively and together with any permitted assigns, the “Securityholders”
and
      singularly a “Securityholder”).

     

    WHEREAS,
      the
      Company; MM Acquisition Sub, LLC, a Delaware limited liability company (the
      “Merger
      Sub”),
      MaggieMoo’s International, LLC, a Delaware limited liability company
      (“MaggieMoo’s”),
      and
      certain Securityholders have entered into that certain Agreement and Plan of
      Merger, dated as of February 14, 2007 (the “Merger
      Agreement”),
      pursuant to which the Company has agreed to acquire all of the outstanding
      membership interests of MaggieMoo’s through
      the merger of Merger Sub with and into MaggieMoo’s (the “Merger”)
      in
      accordance with the applicable provisions of the Delaware Limited Liability
      Act
      (the “Act”)
      and
      upon the terms and subject to the conditions set forth therein;
      and

     

    WHEREAS,
      on the terms and conditions set forth in the Merger Agreement, the Company
      has
      agreed to grant to only those Securityholders receiving Buyer Shares as part
      of
      the Merger Consideration certain registration rights with respect to the shares
      of its common stock, par value $0.01 per share, issuable to the applicable
      Securityholder pursuant to the Merger Agreement, as set forth
      herein.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants contained herein and for other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Definitions.
      All
      capitalized terms used but not defined herein shall have the meanings given
      to
      such terms in the Merger Agreement. For the purposes of this Agreement, the
      following terms shall have the respective meanings set forth below or elsewhere
      in this Agreement as referred to below:

     

    “Additional
      Shares”
shall
      mean those shares of Common Stock issued in satisfaction of the Earn-Out Payment
      and Holdback Amount as and to the extent provided in Sections 2.6 and 2.13
      of
      the Merger Agreement.

     

    “Business
      Day”
shall
      mean any day that is not a Saturday, a Sunday or a legal holiday in the State
      of
      New York.

     

    “Closing
      Shares”
shall
      mean those shares of Common Stock issued to the Securityholders upon the
      Closing.

     

    “Commission”
shall
      mean the Securities and Exchange Commission or any other federal agency at
      the
      time administering the Securities Act.

     

    “Common
      Stock”
shall
      mean common stock, par value $0.01 per share, of the Company.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended and in effect from time
      to
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Prospectus”
means
      the prospectus (including any preliminary prospectus and/or any final prospectus
      filed pursuant to Rule 424(b) under the Securities Act and any prospectus that
      discloses information previously omitted from a prospectus filed as part of
      an
      effective registration statement in reliance on Rule 430A, Rule 430B or Rule
      430C under the Securities Act) included in a Registration Statement, as amended
      or supplemented by any prospectus supplement or any Issuer Free Writing
      Prospectus (as defined in Rule 433(h) under the Securities Act) with respect
      to
      the terms of the offering or any portion of the Registrable Securities covered
      by such Registration Statement and by all other amendments and supplements
      to
      such prospectus, including all material incorporated by reference in such
      prospectus and all documents filed after the date of such prospectus by the
      Company under the Exchange Act and incorporated by reference
      therein. 

     

    “Registrable
      Securities”
shall
      mean, collectively, the Closing Shares and Additional Shares issued to the
      Securityholders pursuant to the Merger Agreement, and
      any
      other securities issued or issuable with respect to the Closing Shares and
      Additional Shares by way of stock dividend or stock split or in connection
      with
      a combination of shares, recapitalization, merger, consolidation or other
      reorganization or otherwise;
      provided,
      however,
      that
      such Closing Shares and Additional Shares shall cease to be Registrable
      Securities for purposes of this Agreement when it no longer is a Restricted
      Security.

     

    “Required
      Securityholders”
shall
      mean, at the relevant time of reference thereto, those Securityholders holding,
      in the aggregate, fifty percent (50%) of the Registrable Securities then
      outstanding and then held by all Securityholders.

     

    “Restricted
      Security”
or
      “Restricted
      Securities”
means
      any share of Common Stock except any that (i) has been registered pursuant
      to an
      effective registration statement under the Securities Act and sold in a manner
      contemplated by the prospectus included in such registration statement; (ii)
      has
      been transferred by the Holder in compliance with the resale provisions of
      Rule
      144 under the Securities Act (or any successor provision thereto); or (iii)
      otherwise has been transferred by the Holder and a new certificate representing
      a share of Common Stock not subject to any stop transfer order or any other
      transfer restrictions has been delivered by or on behalf of the
      Company.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended and in effect from time to
      time.

     

    2. Registration
      and Sale.

     

    (a) Registration
      and Sale.
      Subject
      to the limitations set forth in this Section 2(a) and Sections 2(c) and 7(h)
      below, the Company shall file as soon as reasonably practicable after the
      Closing Date but in no event later than 120 days (the “Filing
      Date”)
      of the
      Closing Date, a Registration Statement on Form S-3 (or comparable or successor
      short form registration statement or other registration statement should Form
      S-3 be unavailable) under the Securities Act to register for resale all
      Registrable Securities (a “Registration
      Statement”),
      unless
      the Company is unable to do so as a result of the Commission being unable to
      accept such filing due to unavoidable downtime of the EDGAR filing system
      through no fault of the Company and such obligation to file the Registration
      Statement shall be extended until such delay is resolved.
      The
      Company shall use its reasonable best efforts to cause each Registration
      Statement to become effective as soon as possible after filing and to remain
      effective for the period ending on the earlier of (x) the Termination Date
      (as
      defined below) and (y) the date on which there are no Registrable Securities
      covered by the Registration Statement, provided that the Company shall not
      be
      required to maintain the effectiveness of a Registration Statement to the extent
      that a subsequently filed Registration Statement registers the resale of the
      Registrable Securities.

     

    
      
        
        

      

      
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    (b) The
      Registration Statement shall be filed as a "shelf" registration statement
      pursuant to Rule 415 under the Securities Act (or any successor rule) and shall
      cover the disposition of all Registrable Securities covered by the Registration
      Statement in one or more underwritten offerings, block transactions, broker
      transactions, at-market transactions and in such other manner or manners as
      may
      reasonably be specified by the Required Securityholders. The Company shall
      use
      its reasonable best efforts to keep such Registration Statement continuously
      effective (in accordance with the last sentence of the first paragraph of this
      Section 2(a)(i)), and in furtherance of such obligation, shall supplement or
      amend such Registration Statement if, as and when required by the rules,
      regulations and instructions applicable to the form used by the Company for
      such
      registration or by the Securities Act or by any other rules and regulations
      thereunder applicable to shelf registrations.

     

    (c) Blackout
      Periods.

     

    (i) Notwithstanding
      anything to the contrary in this Agreement, if at any time after the filing
      of
      the Registration Statement, the Company, by written notice to the
      Securityholders (a “Suspension
      Notice”),
      may
      direct the Securityholders to suspend sales of the Registrable Securities
      pursuant to a Registration Statement for such times as the Company reasonably
      may determine is necessary and advisable (but in no event for more than (x)
      an
      aggregate of ninety (90) days in any rolling twelve (12) month period commencing
      on the date of this Agreement or (y) more than sixty (60) days in any rolling
      90-day period), if any of the following events shall occur: (1) a majority
      of
      the Board of Directors of the Company shall have determined in good faith that
      (A) the offer or sale of any Registrable Securities would materially impede,
      delay or interfere with any material proposed financing, offer or sale of
      securities, acquisition, merger, tender offer, business combination, corporate
      reorganization or other significant transaction involving the Company or (B)
      after the advice of counsel, the sale of Registrable Securities pursuant to
      the
      Registration Statement would require disclosure of non-public material
      information not otherwise required to be disclosed under applicable law or
      (2) a
      majority of the Board of Directors of the Company shall have determined in
      good
      faith, after the advice of counsel, that the Company is required by law, rule
      or
      regulation to supplement the Registration Statement or file a post-effective
      amendment to the Registration Statement in order to incorporate information
      into
      the Registration Statement for the purpose of (A) including in the Registration
      Statement any prospectus required under Section 10(a)(3) of the Securities
      Act;
      (B) reflecting in the prospectus included in the Registration Statement any
      facts or events arising after the effective date of the Registration Statement
      (or of the most recent post-effective amendment) that, individually or in the
      aggregate, represents a fundamental change in the information set forth therein;
      or (C) including in the prospectus included in the Registration Statement any
      material information with respect to the plan of distribution not disclosed
      in
      the Registration Statement or any material change to such information. Any
      period in which the use of the Registration Statement has been suspended in
      accordance with this Section 2(c) is sometimes referred to herein as a
“Blackout
      Period.”
Upon
      the occurrence of any such suspension, the Company shall use its reasonable
      best
      efforts to cause the Registration Statement to become effective or to promptly
      amend or supplement the Registration Statement on a post-effective basis or
      to
      take such action as is necessary to make resumed use of the Registration
      Statement, so as to permit the Securityholders to resume sales of the
      Registrable Securities as soon as possible.

     

    
      
        
        

      

      
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    (ii) The
      Securityholders shall not effect any sales of the Registrable Securities
      pursuant to such Registration Statement (or such filings) at any time after
      it
      has received a Suspension Notice from the Company and prior to receipt of an
      End
      of Suspension Notice (as defined below). If so directed by the Company, the
      Securityholders will deliver to the Company all copies (other than permanent
      file copies) then in the Securityholder’s possession of the prospectus covering
      the Registrable Securities at the time of receipt of the Suspension Notice.
      The
      Securityholders may recommence effecting sales of the Registrable Securities
      pursuant to the Registration Statement (or such filings) following further
      notice to such effect (an “End
      of
      Suspension Notice”)
      from
      the Company, which End of Suspension Notice shall be given by the Company to
      the
      Securityholders in the manner described above promptly following the conclusion
      of any Suspension Event and its effect. Until the End of Suspension Notice
      is so
      given to the Securityholders, the Company’s obligations under Section 3 to
      update or keep current the Registration Statement and the Securityholders’ right
      to sell Registrable Securities pursuant to the Registration Statement shall
      be
      suspended, provided that such suspension shall not exceed the periods specified
      in Section 2(c)(i) above.

     

    (d) The
      Company shall be entitled to include in the Registration Statement filed or
      to
      be filed by the Company pursuant to Section 2(a) above shares of the capital
      stock of the Company to be sold by the Company for its own account or for the
      account of any other Securityholders of the Company except as and to the extent
      that, such inclusion would reduce the number of Registrable Securities
      registered on such Registration Statement.

     

    3. Further
      Obligations of the Company.
      In
      connection with the Registration Statement, the Company agrees that it shall
      also use its best efforts to do the following:

     

    (a) prepare
      and file with the Commission such amendments and post-effective amendments
      to
      the Registration Statement and the prospectus used in connection therewith
      as
      may be necessary under applicable law to keep such Registration Statement
      effective for the applicable period; and cause each Prospectus to be
      supplemented by any required prospectus supplement or Issuer Free Writing
      Prospectus (as defined in Rule 433(h) under the Securities Act), and cause
      the
      Prospectus as so supplemented or any such Issuer Free Writing Prospectus, as
      the
      case may be, to be filed pursuant to Rule 424 or Rule 433, respectively (or
      any
      similar provision then in force) under the Securities Act and to comply with
      the
      provisions of the Securities Act, the Exchange Act and the rules and regulations
      applicable to it with respect to the disposition of all Registrable Securities
      covered by the Registration Statement in accordance with each Securityholder’s
      intended method of disposition set forth in the Registration
      Statement;

     

    (b) furnish
      to each Securityholder offering Registrable Securities under the Registration
      Statement (A) after the same is prepared and publicly distributed, filed with
      the Commission, or received by the Company, one copy of the Registration
      Statement, each Prospectus,
      each
      Issuer Free Writing Prospectus, and each amendment or supplement to any of
      the
      foregoing, and (B) such number of copies of the Prospectus, each Issuer Free
      Writing Prospectus, and all amendments and supplements thereto, as the
      Securityholders may reasonably request to facilitate the disposition of the
      Registrable Securities owned by the Securityholders;

     

    
      
        
        

      

      
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    (c) register
      or qualify the Registrable Securities covered by the Registration Statement
      under the securities or “blue sky” laws of such jurisdictions within the United
      States as each Securityholder shall reasonably request unless an available
      exemption to such registration or qualification requirements is then available;
      provided
      that the
      Company shall not be obligated to register or qualify such Registrable
      Securities in any jurisdiction in which such registration or qualification
      would
      require the Company (A) to subject itself to general taxation in any such
      jurisdiction, (B) file any general consent to service of process, or (C) to
      qualify to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this Section 3(c);

     

    (d) timely
      file with the Commission such information as the Commission may prescribe under
      Sections 13 or 15(d) of the Exchange Act, and otherwise use commercially
      reasonable efforts to ensure that the public information requirements of Rule
      144 under the Securities Act are satisfied with respect to the
      Company;

     

    (e) notify
      the Securityholders promptly in writing (A) of any comments by the Commission
      with respect to the Registration Statement or the Prospectus, or any request
      by
      the Commission for the amending or supplementing thereof or for additional
      information with respect thereto, (B) of the issuance by the Commission of
      any
      stop order or other suspension of the effectiveness of the Registration
      Statement which is known to the Company or the initiation of any proceedings
      for
      that purpose which are known to the Company and (C) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of such Registrable Securities for sale in any jurisdiction or the initiation
      or
      threatening of any proceeding for such purposes; and

     

    (f) as
      promptly as practicable after becoming aware of such event, notify the
      Securityholders of the occurrence of any event of which the Company has
      knowledge, as a result of which the Prospectus included in the Registration
      Statement, as then in effect, or any Issuer Free Writing Prospectus, taken
      as a
      whole with the Prospectus, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading, and to use its commercially reasonable efforts to promptly
      prepare an amendment to the Registration Statement and supplement to the
      Prospectus to correct such untrue statement or omission, and deliver a number
      of
      copies of such supplement or amendment to the Securityholders as the
      Securityholders may reasonably request.

     

    4. Obligations
      of the Securityholders.
      In
      connection with the registration of the Registrable Securities, the
      Securityholders shall have the following obligations:

     

    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement of the Registrable Securities of each
      Securityholder that such Securityholder shall furnish to the Company in writing
      such information regarding itself, the Registrable Securities held by it, and
      the intended method of disposition of the Registrable Securities held by it,
      as
      shall be reasonably required to effect the registration of such Registrable
      Securities, and such Securityholder shall execute such documents in connection
      with such registration as the Company may reasonably request. 

     

    
      
        
        

      

      
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    (b) The
      Securityholder, by such Securityholder’s acceptance of the Registrable
      Securities, agrees to cooperate with the Company as reasonably requested by
      the
      Company in connection with the preparation and filing of the Registration
      Statement hereunder, unless such Securityholder has notified the Company in
      writing of such Securityholder’s election to exclude all of such
      Securityholder’s Registrable Securities from the Registration
      Statement.

     

    (c) The
      Securityholders shall not prepare or use any Free Writing Prospectus (as such
      term is defined in Rule 405 under the Securities Act) unless any and all issuer
      information included therein has been approved by the Company and such approval
      shall not be unreasonably delayed, conditioned or withheld.

     

    (d)  As
      promptly as practicable after becoming aware of such event, the Securityholders
      shall notify the Company of the occurrence of any event, as a result of which
      the Prospectus included in a Registration Statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not
      misleading.

     

    (e) Each
      Securityholder agrees that, upon receipt of any notice from the Company of
      the
      happening of any event of the kind described in Sections 3(e)(B), 3(e)(C) or
      3(f) above, such Securityholder shall immediately discontinue its disposition
      of
      Registrable Securities pursuant to the Registration Statement.

     

    (f) Each
      Securityholder shall take all other reasonable actions necessary to expedite
      and
      facilitate the disposition by the Securityholder of the Registrable Securities
      pursuant to the Registration Statement.

     

    (g) The
      Securityholders hereby covenants and agrees that it will comply with any
      prospectus delivery requirements of the Securities Act applicable to it in
      connection with sales of Registrable Securities pursuant to the Registration
      Statement.

     

    5. Expenses.

     

    All
      expenses incurred by the Company in complying with its obligations under this
      Agreement shall be paid by the Company, except that the Company shall not be
      liable for any discounts or selling commissions to any underwriter in respect
      of
      the Registrable Securities sold by any Securityholders but shall be liable
      for
      the reasonable fees and expenses of one form of counsel for all the
      Securityholders (which fees and expenses shall not exceed $15,000 in the
      aggregate). 

     

    
      
        
        

      

      
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    6. Indemnification
      and Contribution.

     

    (a) Indemnification
      by the Company.
      If any
      Registrable Securities are registered for resale under the Securities Act
      pursuant to this Agreement, the Company shall indemnify and hold harmless each
      Securityholder of such Registrable Securities and such Securityholder’s
      directors, officers, employees and agents, against any losses, claims, damages,
      liabilities or expenses, joint or several, to which such Securityholder or
      any
      such director, officer, employee or agent may become subject under the
      Securities Act or any other statute or at common law, insofar as such losses,
      claims, damages, liabilities or expenses (or actions in respect thereof) arise
      out of or are based upon (i) any untrue statement of any material fact
      contained, on the effective date thereof, in the registration statement under
      which such Registrable Securities were registered under the Securities Act
      or
      any final prospectus contained therein (in each case as amended or supplemented,
      including without limitation, any update pursuant to Rule 424(b) under the
      Securities Act), provided that such final prospectus was used to effect a sale
      by such Securityholder. (ii) the omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading or, with respect to any prospectus, necessary to make
      the
      statements therein in light of the circumstances under which they were made
      not
      misleading, or (iii) any violation by the Company of the Securities Act or
      state
      securities or blue sky laws applicable to the Company and relating to any action
      or inaction required of the Company in connection with such registration or
      qualification under such state securities or blue sky laws; provided,
      however,
      that
      the Company shall not be liable in any such case to the extent that any such
      loss, claim, damage, liability or expense arises out of or is based upon any
      untrue statement or any omission made in such registration statement, final
      prospectus, or amendment or supplement based upon and in conformity with written
      information furnished to the Company by such Securityholder specifically for
      use
      in such registration statement, prospectus, or amendment or supplement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Securityholder or such director, officer, employee
      or agent.

     

    (b) Securityholders’
      Indemnification.
      In
      connection with the Registration Statement, each such Securityholder will
      furnish to the Company such information as shall reasonably be requested by
      the
      Company for use in such registration statement or prospectus and shall
      severally, and not jointly, indemnify, to the extent permitted by law, the
      Company, its directors, officers, employees and agents against any losses,
      claims, damages, liabilities and expenses (under the Securities Act, at common
      law or otherwise), insofar as such losses, claims, damages, liabilities or
      expenses arise out of or are based upon any untrue statement or alleged untrue
      statement of a material fact contained on the effective date thereof in the
      Registration Statement, or any final prospectus included therein (in each case
      as amended or supplemented, including without limitation, any update pursuant
      to
      Rule 424(b) under the Securities Act), but only to the extent that such untrue
      statement of a material fact is contained in, or such material fact is omitted
      from, written information furnished by such Securityholder, specifically for
      use
      in such registration statement or prospectus; provided,
      however,
      that
      the obligations of such Securityholders hereunder shall be limited to an amount
      equal to the net proceeds to each Securityholder of Registrable Securities
      sold
      in connection with such registration.

     

    
      
        
        

      

      
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    (c) Indemnification
      Procedures.
      Promptly after receipt by an indemnified party hereunder of notice of the
      commencement of any action, such indemnified party shall, if a claim in respect
      thereof is to be made against the indemnifying party hereunder, notify the
      indemnifying party in writing thereof (an “Indemnification
      Notice”),
      but
      the omission so to notify the indemnifying party shall not relieve it from
      any
      liability which it may have to any indemnified party unless the indemnifying
      party is materially and adversely affected thereby. In case any such action
      shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof and, after notice from the indemnifying party
      to
      such indemnified party of its election so to assume and undertake the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      under this Section 6(c) for any legal expenses subsequently incurred by such
      indemnified party in connection with the defense thereof. Notwithstanding the
      foregoing, the indemnified party shall have the right to employ its own counsel
      at its expense unless (i) the employment of such counsel shall have been
      authorized in writing by the indemnifying party or (ii) the attorneys for the
      indemnifying party shall have concluded that there are defenses available to
      the
      indemnified party that are different from or additional to those available
      to
      the indemnifying party and such counsel reasonably concludes that it is
      therefore unable to represent the interests of both the indemnified and
      indemnifying party (in which case the indemnifying party may employ separate
      counsel). In no event shall the indemnifying party be liable for fees and
      expenses of more than one counsel separate from its own counsel.

     

    (d) In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any holder of Registrable
      Securities exercising rights under this Agreement, or any controlling person
      of
      any such holder, makes a claim for indemnification pursuant to this Section
      6
      but it is judicially determined (by the entry of a final judgment or decree
      by a
      court of competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 6 provides
      for
      indemnification in such case, or (ii) contribution under the Securities Act
      may
      be required on the part of any such selling holder or any such controlling
      person in circumstances for which indemnification is provided under this Section
      6; then, and in each such case, the Company and such holder will contribute
      to
      the aggregate losses, claims, damages or liabilities to which they may be
      subject (after contribution from others) in such proportion so that such holder
      is responsible for the portion represented by the percentage that the public
      offering price of its Registrable Securities offered by the registration
      statement bears to the public offering price of all securities offered by such
      registration statement, and the Company is responsible for the remaining
      portion; provided, however, that, in any such case, (A) no such holder will
      be
      required to contribute any amount in excess of the net proceeds received by
      such
      holder from the sale of such Registrable Securities offered by it pursuant
      to
      such registration statement; and (B) no person or entity guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      will be entitled to contribution from any person or entity who was not guilty
      of
      such fraudulent misrepresentation. 

     

    7. Miscellaneous.
      

     

    (a) Notices.
      All
      notices and other communications pursuant to this Agreement shall be in writing,
      either hand delivered or sent by certified or registered mail with charges
      prepaid or by commercial courier guaranteeing next business day delivery, or
      sent by facsimile, and shall be addressed:

     

    
      
        
        

      

      
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    (i) in
      the
      case of the Company, to the Company at its principal office set forth in the
      Merger Agreement; and

     

    (ii) in
      the
      case of a Securityholder, to the address provided by such Securityholder to
      the
      Company.

     

    Any
      notice or other communication pursuant to this Agreement shall be deemed to
      have
      been duly given or made and to have become effective (i) when delivered in
      hand
      to the party to which it was directed, (ii) if sent by facsimile and properly
      addressed in accordance with the foregoing provisions of this Section 7(a),
      when
      received by the addressee, (iii) if sent by commercial courier guaranteeing
      next
      business day delivery, on the business day following the date of delivery to
      such courier, or (iv) if sent by first-class mail, postage prepaid, and properly
      addressed in accordance with the foregoing provisions of this Section 7(a),
      (A)
      when received by the addressee, or (B) on the third business day following
      the
      day of dispatch thereof, whichever of (A) or (B) shall be the
      earlier.

     

    (b) Assignment.
      The
      right
      to have the Company register Registrable Securities pursuant to this Agreement
      may be assigned or transferred only with the prior written consent of the
      Company
      (such
      consent not to be unreasonably withheld, conditioned or delayed), and any such
      assignment or transfer without such consent shall be void and of no effect.
      In
      the event of any such permitted assignment or transfer by any Securityholder
      to
      any permitted transferee of all or any portion of such Registrable Securities,
      such transfer will be allowed only if: (a) the Securityholder agrees in writing
      with the transferee or assignee to assign such rights, and a copy of such
      agreement is furnished to the Company within a reasonable time after such
      assignment, (b) the Company is, within a reasonable time after such transfer
      or
      assignment, furnished with written notice of (i) the name and address of such
      transferee or assignee and (ii) the Registrable Securities with respect to
      which
      such registration rights are being transferred or assigned, (c) immediately
      following such transfer or assignment, the Registrable Securities so transferred
      or assigned to the transferee or assignee constitute Restricted Securities,
      (d)
      at or
      before the time the Company received the written notice contemplated by clause
      (b) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein, and (e) the
      Company is furnished with an opinion of counsel, which counsel and opinion
      shall
      be satisfactory to the Company, to the effect that the permitted assignment
      would be in compliance with the Securities Act and any applicable state or
      other
      securities laws.

     

    (c) Amendment
      and Waiver.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      Company and by the Required Securityholders. Any Securityholder may waive any
      of
      its, his or her rights under this Agreement (including, without limitation,
      such
      Securityholder’s right to cause any other Person to comply with such other
      Person’s obligations under this Agreement) only by an instrument in writing
      signed by such Securityholder; provided,
      however,
      that
      (i) any rights under this Agreement which inure to the benefit of any and all
      Securityholders (including, without limitation, the right of any and all
      Securityholders to cause any other Person to comply with such other Person’s
      obligations under this Agreement) may be waived on behalf of any and all
      Securityholders by an instrument in writing signed by the Required
      Securityholders. Any waiver, pursuant to this Subsection 9(c), of a breach
      of
      this Agreement shall not operate or be construed as a waiver of any subsequent
      breach.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (d) Governing
      Law; Headings.
      This
      agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without regard to conflict of law provisions of such state.
      The headings in this Agreement are for convenience only and shall not affect
      the
      construction hereof.

     

    (e) Severability.
      In the
      event that any provision of this Agreement shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    (f) Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and therein. This Agreement and the Merger Agreement supersede all prior
      agreements and understandings between the parties with respect to the subject
      matter contained herein and therein.

     

    (g) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and it shall not be necessary in making proof of this
      Agreement to produce or account for more than one such counterpart.

     

    (h) Termination
      of Registration Rights.
      All of
      the Company's obligations to register Registrable Securities covered by a
      Registration Statement (including without limitation to keep the Registration
      Statement covering such Registrable Securities continuously effective) shall
      terminate, if not previously terminated pursuant to the terms of Section 2(a),
      upon the earlier of (x) two (2) years from the date of the effectiveness of
      such
      Registration Statement and (y) such date that each Securityholder may sell
      all
      of the Registrable Securities held by such Securityholder within a three-month
      period in accordance with Rule 144(d) (the “Termination
      Date”);
      provided that
      such
      Termination Date will be extended solely with respect to the Additional Shares
      for a period of one (1) year after receipt of such shares by the Securityholder;
      provided further that the Termination Date shall be extended for the Registrable
      Securities for a period of time equal to the length of: (1) any Blackout
      Periods; plus (2) a period of time of up to three months to the extent that
      the
      Required Securityholders determine in good faith and after consultation with
      the
      Company that an extension is so required due to market conditions; plus (3)
      the
      period during which a stop order issued by the Commission is in effect. The
      parties acknowledge and agree that any extension described above shall begin
      to
      run upon its occurrence regardless of whether a prior extension is in
      effect.

     

    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company and the Securityholders have executed this Agreement as of the date
      first above written.

    

      


       

      
        	 	
                NEXCEN
                  BRANDS, INC.

              
	 	 	 	 
	 	
                By:   
                  

              	
                /s/
                  Robert W. D’Loren

              
	 	 	
                Name:
                  

              	Robert
                W. D’Loren
	 	 	
                Title:

              	Chief
                Executive Officer       
	 	 	 
	 	
                SECURITYHOLDERS

              
	 	 	 
	 	
                By:

              	
                /s/
                  Joseph F. Anderson 

              
	 	 	
                Name:
                  

              	Joseph
                F. Anderson 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Terry Armacost 

              
	 	 	
                Name:
                  

              	Terry
                Armacost                   
                
	 	 	 	 
	 	
                By:

              	
                /s/
                  E.A. Blechschmidt

              
	 	 	
                Name:
                  

              	E.A.
                Blechschmidt
	 	 	 	 
	 	
                By:

              	
                /s/
                  James M. Blue

              
	 	 	
                Name:
                  

              	James
                M. Blue
	 	 	 	 
	 	
                By:

              	
                /s/
                  Nicholas A. Boccella

              
	 	 	
                Name:
                  

              	Nicholas
                A. Boccella
	 	 	 	 
	 	
                By:

              	
                /s/
                  Andrew Friedman

              
	 	 	
                Name:
                  

              	Andrew
                Friedman
	 	 	 	 
	 	
                By:

              	
                /s/
                  Jon R. Jameson

              
	 	 	
                Name:
                  

              	Jon
                R. Jameson
	 	 	 	 
	 	
                By:      
                  

              	
                /s/
                  Bernard Katz

              
	 	 	
                Name:
                  

              	Bernard
                Katz
	 	 	 	 
	 	
                By:

              	
                /s/
                  Robert Kenzer

              
	 	 	
                Name:
                  

              	Robert
                Kenzer
	 	 	 	 
	 	
                By:

              	
                /s/
                  Michael F. Kickham

              
	 	 	
                Name:

              	Michael
                F. Kickham      
	 	 	 	 
	 	
                By:

              	
                /s/
                  Kathy Jo Little

              
	 	 	
                Name:

              	Kathy
                Jo Little
	 	 	 	 
	 	
                By:

              	
                /s/
                  R.B. Loynd

              
	 	 	
                Name:

              	R.B.
                Loynd


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	 
	 	
                By:

              	
                /s/
                  James P. Maguire

              
	 	 	
                Name:
                  

              	James
                P. Maguire
	 	 	 	 
	 	
                By:

              	
                /s/
                  James P. Maguire, Jr.

              
	 	 	
                Name:
                  

              	James
                P. Maguire, Jr.
	 	 	 	 
	 	
                By:

              	
                /s/
                  Chris Maguire

              
	 	 	
                Name:
                  

              	Chris
                Maguire
	 	 	 	 
	 	
                By:

              	
                /s/
                  Patricia A. Maguire

              
	 	 	
                Name:
                  

              	Patricia
                A. Maguire
	 	 	 	 
	 	
                By:

              	
                /s/
                  Barry Mills

              
	 	 	
                Name:
                  

              	Barry
                Mills
	 	 	 	 
	 	
                By:

              	
                Ridgewood
                  Partners

              
	 	 	
                /s/
                  Richard Passen

              
	 	 	
                Name:
                  

              	Richard
                Passen
	 	 	 	 
	 	
                By:

              	
                /s/
                  Lawrence N. Salpeter

              
	 	 	
                Name:
                  

              	Lawrence
                N. Salpeter
	 	 	 	 
	 	
                By:

              	
                /s/
                  Michael Schechter 

              
	 	 	
                Name:
                  

              	Michael
                Schechter 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Eric Segal 

              
	 	 	
                Name:
                  

              	Eric
                Segal
	 	 	 	 
	 	
                By:

              	
                /s/
                  Laurie M. Shahon 

              
	 	 	
                Name:
                  

              	Laurie
                M. Shahon
	 	 	 	 
	 	
                By:

              	
                /s/
                  Richard A. Smith

              
	 	 	
                Name:
                  

              	Richard
                A. Smith
	 	 	 	 
	 	
                By:

              	
                /s/
                  Thomas P. Stafford

              
	 	 	
                Name:
                  

              	Thomas
                P. Stafford 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melissa A. Sullivan

              
	 	 	
                Name:
                  

              	Melissa
                A. Sullivan
	 	 	 	 
	 	
                By:

              	
                TSI
                  Holding Company

              
	 	 	
                /s/
                  James A. Morgan 

              
	 	 	
                Name:
                  

              	James
                A. Morgan
	 	 	 	 
	 	
                By:

              	
                /s/
                  Michael H. Weiss

              
	 	 	
                Name:
                  

              	Michael
                H. Weiss


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	 	 
	 	
                By:

              	
                /s/
                  Susan Wilkes

              
	 	 	
                Name:
                  

              	Susan
                Wilkes 
	 	 	 	 
	 	
                By:      
                  

              	
                /s/
                  Stuart Olsten

              
	 	 	
                Name:
                  

              	Stuart
                Olsten
	 	 	 	 
	 	
                By:

              	
                /s/
                  Ira Quint

              
	 	 	
                Name:

              	Ira
                Quint
	 	 	 	 
	 	
                By:

              	
                /s/
                  Ann M. Peters

              
	 	 	
                Name:

              	Ann
                M. Peters
	 	 	 	 
	 	
                By:

              	
                /s/
                  Matthew J. Padberg

              
	 	 	
                Name:

              	Matthew
                J. Padberg,
	 	 	 	(Trustee
                of
                GPP Residual Trust)
	 	 	 	 
	 	
                By:

              	
                /s/
                  Leonard Wolf

              
	 	 	
                Name:
                  

              	Leonard
                Wolf 
	 	 	 	 
	 	
                By:

              	
                GW
                  Investments Partnership

              
	 	 	
                /s/
                  Peter Weintraub 

              
	 	 	
                Name:
                  

              	Peter
                Weintraub
	 	 	 	 
	 	
                By:

              	
                /s/
                  Kelly Finney /s/ Claudia Finney 

              
	 	 	
                Name:
                  

              	Kelly
                Finney/Claudia Finney
	 	 	 	 
	 	
                By:

              	
                /s/
                  Stan Friedman 

              
	 	 	
                Name:
                  

              	Stan
                Friedman
	 	 	 	 
	 	
                By:

              	
                /s/
                  Debbie Benedek 

              
	 	 	
                Name:
                  

              	Debbie
                Benedek  
	 	 	 	 
	 	
                By:

              	
                /s/
                  Paul John Stratmeyer 

              
	 	 	
                Name:   
                  

              	Paul
                John Stratmeyer    
	 	 	 	 
	 	
                By:

              	
                /s/
                  Carol S. McCarthy

              
	 	 	
                Name:

              	Carol
                S. McCarthy


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Exhibit
      A

    Securityholders

    


     

    
      	
              Name
                of Securityholder

            
	
              Joseph
                F. Anderson

               

            
	
              Terry
                Armacost

               

            
	
              Ed
                Blechschmidt

               

            
	
              James
                M. Blue

               

            
	
              Nicholas
                A. Boccella

               

            
	
              Andrew
                Friedman

               

            
	
              Jon
                R. Jameson

               

            
	
              Bernard
                Katz

               

            
	
              Robert
                Kenzer

               

            
	
              Michael
                F. Kickham

               

            
	
              Kathy
                Jo Little

               

            
	
              R.B.
                Loynd

               

            
	
              James
                P. Maguire

               

            
	
              James
                P. Maguire, Jr.

               

            
	
              Chris
                Maguire

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Patricia
                A. Maguire

               

            
	
              Barry
                Mills

               

            
	
              Ridgewood
                Partners

              Richard
                Passen, G.P.

               

            
	
              Lawrence
                N. Salpeter

               

            
	
              Michael
                Schechter

               

            
	
              Eric
                B. Segal

               

            
	
              Laurie
                M. Shahon

               

            
	
              Richard
                A. Smith

               

            
	
              Thomas
                P. Stafford

               

            
	
              Melissa
                A. Sullivan

               

            
	
              TSI
                Holding Company

              *c/o
                James A. Morgan

               

            
	
              Michael
                H. Weiss

               

            
	
              Susan
                Wilkes

               

            
	
              Stuart
                Olsten

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Ira
                Quint Revocable Trust

              c/o
                Ira Quint

               

            
	
              Ann
                M. Peters

               

            
	
              GPP
                Residual Trust

              c/o
                Matthew J. Padberg

               

            
	
              Leonard
                Wolf

               

            
	
              GW
                Investments Partnership

               

            
	
              Kelly
                Finney and Claudia Finney

               

            
	
              Stan
                Friedman

               

            
	
              Debbie
                Benedek

               

            
	
              Paul
                John Stratmeyer

               

            
	
              Carol
                S. McCarthy