Execution
      Copy


    


     

    NOTE
      FUNDING AGREEMENT

     

    Dated
      as
      of March 12, 2007

     

    among

     

    NEXCEN
      ACQUISITION CORP.,

    as
      Issuer, 

     

    THE
      SUBSIDIARY BORROWERS PARTIES HERETO,

    as
      Co-Issuers,

     

    VICTORY
      RECEIVABLES CORPORATION,

    as
      Lender

     

    and

     

    BTMU
      CAPITAL CORPORATION,

     

    as
      Agent

     

    ____________________

     

    Relating
      to

     

    NEXCEN
      ACQUISITION NOTES

     

    ____________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              SECTION
                I.

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              Section
                1.1.

            	
              Definitions

            	
              1

            
	
              Section
                1.2.

            	
              Other
                Definitional Provisions

            	
              1

            
	 	 	 
	
              SECTION
                II.

            	
              TERMS
                OF BORROWINGS

            	
              1

            
	 	 	 
	
              Section
                2.1.

            	
              Borrowings

            	
              2

            
	
              Section
                2.2.

            	
              Fees,
                Expenses, Payments, Etc

            	
              2

            
	
              Section
                2.3.

            	
              Funding
                Termination Event

            	
              3

            
	
              Section
                2.4.

            	
              Additional
                Borrowers.

            	
              3

            
	 	 	 
	
              SECTION
                III.

            	
              CONDITIONS
                PRECEDENT

            	
              3

            
	 	 	 
	
              Section
                3.1.

            	
              Conditions
                to Closing

            	
              3

            
	
              Section
                3.2.

            	
              Conditions
                to each Borrowing

            	
              4

            
	 	 	 
	
              SECTION
                IV.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              6

            
	 	 	 
	
              Section
                4.1.

            	
              Representations
                and Warranties of the Issuers

            	
              6

            
	 	 	 
	
              SECTION
                V.

            	
              COVENANTS

            	
              8

            
	 	 	 
	
              Section
                5.1.

            	
              Covenants

            	
              8

            
	 	 	 
	
              SECTION
                VI.

            	
              MISCELLANEOUS

            	
              11

            
	 	 	 
	
              Section
                6.1.

            	
              Amendments
                and Waivers

            	
              11

            
	
              Section
                6.2.

            	
              Notices

            	
              12

            
	
              Section
                6.3.

            	
              No
                Waiver; Cumulative Remedies

            	
              12

            
	
              Section
                6.4.

            	
              Successors
                and Assigns

            	
              13

            
	
              Section
                6.5.

            	
              Counterparts

            	
              13

            
	
              Section
                6.6.

            	
              Severability

            	
              13

            
	
              Section
                6.7.

            	
              Integration

            	
              13

            
	
              Section
                6.8.

            	
              Governing
                Law

            	
              13

            
	
              Section
                6.9.

            	
              Termination

            	
              13

            
	
              Section
                6.10.

            	
              No
                Proceedings

            	
              13

            
	
              Section
                6.11.

            	
              Survival
                of Representations and Warranties

            	
              14

            
	
              Section
                6.12.

            	
              Submission
                to Jurisdiction; Waivers

            	
              14

            
	
              Section
                6.13.

            	
              WAIVERS
                OF JURY TRIAL

            	
              14

            
	
              Section
                6.14.

            	
              Hedging
                Requirements

            	
              15

            
	
              Section
                6.15.

            	
              Confidentiality

            	
              15

            


    

     

    
      	
              ANNEX
                A

            	
              Standard
                Definitions

            
	 	 
	
              EXHIBIT
                A

            	
              Form
                of Joinder Supplement

            
	 	 
	
              EXHIBIT
                B

            	
              Form
                of Borrowing Notice

            


    

    
i

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      NOTE
      FUNDING AGREEMENT (this “Agreement”),
      is
      dated as of March 12, 2007, and is by and among NEXCEN ACQUISITION CORP., a
      Delaware corporation, (the “Issuer”),
      the
      Subsidiary Borrowers from time to time parties hereto (collectively, the
“Co-Issuers”
and
      together with the Issuer, the “Issuers”),
      VICTORY RECEIVABLES CORPORATION, a Delaware corporation, (the “Lender”),
      and
      BTMU CAPITAL CORPORATION, a Delaware corporation (the “Agent”).
      

     

    WITNESSETH:

     

    WHEREAS,
      the Issuers and BTMU Capital Corporation, in its capacity as agent and secured
      party (the “Agent”)
      thereunder, are parties to a certain Security Agreement, dated as of March
      12,
      2007 (as the same may from time to time be amended or otherwise modified, the
      “Security
      Agreement”),
      pursuant to which the Issuers have issued and secured their promissory notes
      (the “Notes”);

     

    WHEREAS,
      Subsidiary Borrowers may, from time to time, subject to and in accordance with
      the terms of the Security Agreement and this Agreement, request Borrowings,
      to
      finance a portion of the purchase price paid or to be paid by the Issuers in
      connection with the acquisition of Assets with each such Borrowing to be
      evidenced by a Note;

     

    WHEREAS,
      the Issuer shall, for the benefit of the Agent and the Holders of the Notes,
      become a joint and several obligor with each Co-Issuer under the Notes;
      and

     

    WHEREAS,
      the obligations of the Issuer and the Co-Issuers under the Notes shall be
      secured as provided in the Security Agreement:

     

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

     

    SECTION
      I. DEFINITIONS

     

    Section
      1.1. Definitions.
      Capitalized terms used but not defined herein shall have the meanings set forth
      in the “Standard Definitions” attached hereto as Annex
      A.

     

    Section
      1.2. Other
      Definitional Provisions.
      (1)
      Unless
      otherwise specified therein, all terms defined in this Agreement shall have
      the
      defined meanings when used in any certificate or other document made or
      delivered pursuant hereto.

     

    (b) The
      words
“hereof”, “herein”, and “hereunder” and words of similar import when used in
      this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement; and Section, subsection and Exhibit
      references are to this Agreement, unless otherwise specified. The words
“including” and “include” shall be deemed to be followed by the words “without
      limitation”.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    SECTION
      II. TERMS
      OF
      BORROWINGS

     

    Section
      2.1. Borrowings.
      (2)
      On and
      subject to the terms and conditions (including, without limitation, the
      conditions precedent set forth in Section III hereof) of this Agreement from
      the
      Closing Date and prior to the Facility Termination Date, the Lender agrees
      to
      advance the amount of each Borrowing requested by a Subsidiary Borrower at
      any
      time; provided
      that in
      no event shall the Lender be required on any date to make an advance that
      exceeds the lesser of (i) the Available Borrowing Amount (determined prior
      to
      giving effect to such advance) and (ii) the Borrowing Base. 

     

    (b) Such
      Borrowing shall be made available to the applicable Co-Issuer, or as such
      Co-Issuer may direct, subject to the satisfaction of the conditions specified
      in
      Section 3.2 hereof, at or prior to 2:00 p.m. New York City time on the
      applicable Funding Date by deposit of immediately available funds to an account
      designated with Borrowing Notice by such Co-Issuer to the Agent.

     

    (c) Each
      Borrowing shall be made on prior notice from a Co-Issuer received by the Agent
      (such notice, a “Borrowing
      Notice”)
      not
      later than 10:00 a.m. New York City time on or before the third Business Day
      preceding a proposed Funding Date. Each Borrowing Notice shall specify (i)
      the
      aggregate amount of the Borrowing, and (ii) the applicable Funding Date (which
      shall be a Business Day), and shall be in substantially in the form attached
      hereto as Exhibit
      B.
      

     

    (d) Each
      Borrowing shall be evidenced by a new Note issued by the Issuer and applicable
      Co-Issuers pursuant to the Security Agreement. Subject to the provisions of
      Section 2.1(a) above and this paragraph (d), amounts under this Agreement and
      the Security Agreement may be borrowed, repaid and reborrowed as a new Borrowing
      from time to time prior to the Facility Termination Date; provided that the
      aggregate Note Principal Balance of all Notes Outstanding at any one time shall
      not be greater than $150,000,000. 

     

    (e) Payments
      on the Notes shall be made to the Noteholders as provided in the Security
      Agreement.

     

    (f) The
      Agent
      shall keep records of each Borrowing, each Interest Period applicable thereto,
      the interest rate(s) applicable to the Notes and each payment of principal
      and
      interest thereon. However, failure to keep such records shall not affect the
      Issuers' obligations hereunder.

     

    (g) Each
      Borrowing is subject to the Agent 's approval.

     

    Section
      2.2. Fees,
      Expenses, Payments, Etc.
      (3)
      The
      Issuers shall be responsible for all reasonable legal fees and expenses and
      all
      other pre-approved out of pocket expenses in connection with the preparation,
      execution, delivery and administration (including any requested amendments,
      waivers or consents with respect to any of the Transaction Documents) of this
      Agreement and the other Transaction Documents, and any other documents to be
      delivered in connection herewith. 

     

    (b) In
      connection with each Borrowing, the Issuer and the applicable Co-Issuers agree
      to pay to the Lender on each Funding Date all legal fees and expenses and all
      other pre-approved out of pocket expenses in connection with such Borrowing;
      provided that,
      in the
      case of each Borrowing, the Lender shall endeavor in good faith, to obtain
      internal approval to make such advance substantially in conformity with the
      terms and conditions set forth herein and in the Security Agreement, and upon
      the failure of the Lender to deliver written evidence of such approval to the
      Issuer and the applicable Co-Issuers, then all costs incurred by each party
      will
      be for their own account with respect to such Borrowing. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) The
      Issuer and the applicable Co-Issuers further agree to pay on demand any and
      all
      documentary, stamp, transfer and other taxes and governmental fees payable
      in
      connection with the execution, delivery, filing and recording of any of the
      Transaction Documents or the other documents and agreements to be delivered
      hereunder and thereunder or otherwise in connection with the issuance of the
      related Note, and agree to save the Lender harmless from and against any
      liabilities with respect to or resulting from any delay in paying or any
      omission to pay such taxes and fees.

     

    (d) All
      payments to be made hereunder or under the Security Agreement, whether on
      account of principal, interest, fees or otherwise, shall be made prior to 1:00
      p.m. New York City time on the due date thereof to the accounts specified in
      the
      Security Agreement. Notwithstanding anything herein to the contrary, if any
      payment due hereunder becomes due and payable on a day other than a Business
      Day, the payment date thereof shall be extended to the next succeeding Business
      Day and in the case of principal, interest shall accrue thereon at the
      applicable rate during such extension. 

     

    Section
      2.3. Funding
      Termination Event.
      If the
      Agent has provided notice to the Issuer and each Co-Issuer that any Funding
      Termination Event has occurred and is continuing, the Issuer and each Co-Issuer
      shall make no further requests for Borrowings.

     

    Section
      2.4. Additional
      Borrowers. 
      Any
      Subsidiary Borrower which is an Eligible Borrower may from time to time become
      a
      party to this Agreement as a Co-Issuer party by entering into an agreement
      substantially in the form attached hereto as Exhibit A hereto (a “Joinder
      Supplement”) with the Agent and the Lender, which shall specify (A) the name and
      address of such Person for receipt of notices hereunder and (B) the other
      information provided for in such form of Joinder Supplement. Upon its receipt
      of
      a duly executed Joinder Supplement, such Subsidiary Borrower shall be a
      Co-Issuer party to this Agreement and the other Transaction
      Documents.

     

    SECTION
      III. CONDITIONS
      PRECEDENT

     

    Section
      3.1. Conditions
      to Closing.
      The
      following shall be conditions precedent to the Closing Date:

     

    (a) This
      Agreement and the other Transaction Documents shall have become effective in
      accordance with their respective terms.

     

    (b) All
      of
      the terms, covenants, agreements and conditions of this Agreement and the other
      Transaction Documents to be complied with and performed by the Issuer by the
      Closing Date shall have been complied with or otherwise waived by the
      Agent.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c) Each
      of
      the representations and warranties of the Issuer made in this Agreement and
      in
      the other Transaction Documents shall be true and correct as of the time of
      the
      Closing Date as though made as of such time (except to the extent that they
      expressly relate to an earlier or later time).

     

    (d) No
      Funding Termination Event or event that with the giving of notice or lapse
      of
      time or both would constitute a Funding Termination Event shall have occurred
      and be continuing.

     

    (e) The
      Agent
      shall have received: 

     

    (i) Certified
      copies of the resolutions of the Board of Directors of Issuer approving this
      Agreement and the other Transaction Documents to which it is a party and any
      other documents contemplated thereby and certified copies of all documents
      evidencing other necessary corporate action and governmental approvals, if
      any,
      with respect to this Agreement and the other Transaction Documents to which
      it
      is a party and any other documents contemplated thereby;

     

    (ii) An
      Officer’s Certificate of the Issuer, certifying the names and true signatures of
      the officers authorized to sign this Agreement and the other Transaction
      Documents and any other documents to be delivered by it hereunder or
      thereunder;

     

    (iii) A
      copy of
      the limited liability agreement of the Issuer, certified by an officer thereof;
      

     

    (iv) A
      certificate as to the good standing of the Issuer from the Secretary of State
      of
      the State of Delaware, dated as of a recent date;

     

    (v) A
      favorable opinion of counsel to Issuer, dated the initial Funding Date, in
      form
      and substance satisfactory to the Agent;

     

    (vi) Executed
      copies of each of the Transaction Documents;

     

    (vii) Evidence
      that the Issuer Collection Account has been established and is subject to a
      control agreement satisfactory to the Agent; and

     

    (viii) Such
      other documents, instruments, certificates and opinions as the Agent may
      reasonably request.

     

    (f) No
      action, suit, proceeding or investigation by or before any Governmental
      Authority shall have been instituted to restrain or prohibit the consummation
      of, or to invalidate, the transactions contemplated by this Agreement or the
      Transaction Documents.

     

    Section
      3.2. Conditions
      to each Borrowing.
      The
      following shall be conditions precedent to any funding by the Lender on each
      Funding Date (which conditions must be satisfied no later than 2:00 p.m. New
      York City time on the Business Day immediately preceding such Funding Date;
      by
      accepting the proceeds of any Borrowing on any Funding Date, all Issuers shall
      be deemed to represent and warrant that all such conditions (other than as
      set
      forth in clauses g(vii) and (m) below) are satisfied on such date):

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) The
      applicable Co-Issuers shall have timely delivered a Borrowing Notice pursuant
      to
      subsection 2.1(c) hereof.

     

    (b) The
      representations and warranties of the Issuer and the applicable Co-Issuers
      as
      set forth in each of the Transaction Documents shall be true and correct on
      the
      date of such Borrowing as though made on and as of such date (except where
      such
      representation or warranty specifically relates to any earlier date, in which
      case such representation and warranty shall have been true and correct in all
      material respects as of such earlier date).

     

    (c) Both
      immediately prior to and after giving effect to such Borrowing and the
      application of the proceeds thereof as provided herein and in the Security
      Agreement, the Outstanding Note Balance of the Notes shall not exceed the
      Borrowing Base. 

     

    (d) The
      ratio
      of each Borrowing to the Net Cash Flow of the related Assets shall be no greater
      than 5.00:1.00.

     

    (e) The
      collateral pledged to secure the Note issued in connection with the Borrowing
      must include Trademarks, Licenses and other agreements monetizing the
      Trademarks.

     

    (f) No
      Funding Termination Event or event that with the giving of notice or lapse
      of
      time or both would constitute a Funding Termination Event shall have occurred
      and be continuing.

     

    (g) The
      Agent
      shall have received: 

     

    (i) Evidence
      that the customary financing statements and other documents have been, or will
      be, filed in all jurisdictions that the Lender may deem necessary or desirable
      (but only to the extent required under the Security Agreement) in order to
      perfect the ownership and security interests contemplated by the Security
      Agreement and this Agreement;

     

    (ii) Acknowledgment
      copies of proper termination statements, if any, necessary to release all
      security interests and other rights of any Person in the Collateral other than
      those of the Issuers and the Agent; 

     

    (iii) Executed
      copies of the Joinder Supplement and the Security Agreement Supplement related
      to such Borrowing;

     

    (iv) Evidence
      that the related Co-Issuer Collection Accounts and the related Co-Issuer Lockbox
      Accounts have been established and are subject to control agreements
      satisfactory to the Agent;

     

    (v) Favorable
      opinion or opinions of counsel to the Issuer, dated the applicable Funding
      Date,
      in form and substance satisfactory to the Agent; 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (vi) Favorable
      opinion or opinions of counsel to the applicable Co-Issuers, dated the
      applicable Funding Date, in form and substance satisfactory to the
      Agent;

     

    (vii) Evidence
      satisfactory to the Agent that the applicable Co-Issuers have good title to
      the
      Assets pledged under the Security Agreement free and clear of any liens;
      and

     

    (viii) Any
      other
      documentation required by the Agent in connection with such
      Borrowing.

     

    (h) The
      Notes
      have been duly executed by the applicable Co-Issuers. 

     

    (i) There
      has
      not been any change, or any development or event involving a prospective change
      in the condition (financial or otherwise), business properties or results of
      operations of the Issuer or the applicable Co-Issuers which, in the judgment
      of
      the Agent, is material and adverse and makes it impractical or inadvisable
      to
      proceed with the consummation of the transactions contemplated by this Agreement
      or the Transaction Documents.

     

    (j) The
      Co-Issuer Collection Accounts, the Co-Issuer Prepaid Fee and Royalty Accounts
      and the Co-Issuer Priority and Non-Distributable Amounts Accounts have been
      established; and all Obligors have been directed to make payments of their
      Receivables to the applicable Co-Issuer Collection Account or Co-Issuer Lockbox
      Account.

     

    (k) No
      action, suit, proceeding or investigation by or before any Governmental
      Authority shall have been instituted to restrain or prohibit the consummation
      of, or to invalidate, the transactions contemplated by this Agreement or the
      Transaction Documents. 

     

    (l) All
      conditions specified in the Security Agreement with respect to such Borrowing
      shall have been satisfied.

     

    (m) The
      Lender shall have completed its due diligence review of the acquisition of
      Assets in connection with which the Issuer and the applicable Co-Issuers are
      seeking the requested Borrowing and the Lender shall have received all requisite
      internal management and credit committee approvals, it being understood that
      the
      Lender shall, in good faith, seek such approvals (but shall not be obligated
      to
      grant the same) and such approvals will be sought by the Lender on a
      Borrowing-by-Borrowing basis, and may take into consideration, among other
      things, performance and value of existing Assets of the Co-Issuers and the
      Issuer.

     

    (n) The
      Agent
      shall have received payment in respect of its structuring fee pursuant to that
      certain letter agreement between the Agent and the Issuer.

     

    SECTION
      IV. REPRESENTATIONS
      AND WARRANTIES.

     

    Section
      4.1. Representations
      and Warranties of the Issuers.
      The
      Issuer hereby represents and warrants as of the Closing Date and each Funding
      Date, and upon execution of a Joinder Supplement, the applicable Co-Issuers
      hereby represent and warrant as of the applicable Funding Date,
      that:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (a) It
      is a
      limited liability company or other entity validly existing and in good standing
      under the laws of the State of its formation or organization, as the case may
      be, with full power and authority under such laws to own its properties and
      conduct its business as such properties are currently owned and such business
      is
      currently conducted and to execute, deliver and perform its obligations under
      this Agreement and the other Transaction Documents to which it is a
      party.

     

    (b) It
      has
      the power, authority and right to make, execute, deliver and perform this
      Agreement and the other Transaction Documents to which it is a party and all
      the
      transactions contemplated hereby and thereby and has taken all necessary action
      to authorize the execution, delivery and performance of this Agreement and
      the
      other Transaction Documents to which it is a party. When executed and delivered,
      each of this Agreement and the other Transaction Documents to which it is a
      party will constitute its legal, valid and binding obligations, enforceable
      in
      accordance with their respective terms, subject, as to such enforceability,
      to
      applicable bankruptcy, reorganization, insolvency, moratorium and other laws
      relating to or affecting creditors’ rights generally from time to time in
      effect. The enforceability of its obligations under such agreements may also
      be
      limited by general principles of equity, regardless of whether such
      enforceability is considered in a proceeding in equity or at law.

     

    (c) No
      statute, rule, regulation or order shall have been enacted, entered or deemed
      applicable by any government or governmental or administrative agency or court
      that would make the transactions contemplated by any of the Transaction
      Documents illegal or otherwise prevent the consummation thereof.

     

    (d) No
      consent, license, approval or authorization of, or registration with, any
      Governmental Authority is required to be obtained in connection with the
      execution, delivery or performance of each of this Agreement and the other
      Transaction Documents to which it is a party that has not been duly obtained
      and
      that is not and will not be in full force and effect on the Closing Date, except
      such that may be required by applicable securities laws or UCC-1 financing
      statements as have been prepared for filing.

     

    (e) The
      execution, delivery and performance of each of this Agreement and the other
      Transaction Documents to which it is a party do not violate any provision of
      its
      Organizational Documents, any existing law or regulation applicable to it,
      any
      order or decree of any court to which it is subject, or require any notices
      or
      consents to be given or received by any Governmental Authority or other Person
      (except those that have already been given or received) or violate, breach
      or
      constitute a default under, or any security agreement, contract or other
      agreement to which it is a party or by which it or any of its properties is
      bound.

     

    (f) There
      is
      no litigation, investigation or administrative proceeding before any court,
      tribunal or governmental body pending or, to its knowledge, threatened against
      it, with respect to this Agreement, the other Transaction Documents to which
      it
      is a party, the transactions contemplated hereby or thereby, the issuance of
      the
      Notes or which could reasonably have a material adverse effect on the ability
      of
      the Issuers to perform their respective obligations under the Transaction
      Documents.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (g) All
      reports, statements, exhibits or other written information furnished by it
      to
      the Lender or the Agent pursuant to this Agreement or the other Transaction
      Documents shall be true and correct in all material respects.

     

    (h) The
      Notes
      shall have been duly and validly authorized, and, when executed in accordance
      with the terms of the Security Agreement and delivered to and paid for in
      accordance with this Agreement, will be duly and validly issued and outstanding,
      and will be entitled to the benefits of the Security Agreement, this Agreement
      and the other Transaction Documents.

     

    (i) Each
      of
      the Transaction Documents to which it is a party is in full force and effect
      and
      no Funding Termination Event or Event of Default or other event or circumstance
      has occurred thereunder or in connection therewith that could reasonably be
      expected to result in the termination of any such agreement or any other
      interruption of the ongoing performance by the Issuers of their respective
      obligations thereunder.

     

    (j) Any
      taxes, fees and other charges of Governmental Authorities applicable to it,
      except for franchise fees or income taxes, including those in connection with
      the execution, delivery and performance by it of this Agreement and the other
      Transaction Documents to which it is a party or otherwise applicable to it
      in
      connection with the transactions contemplated hereby or thereby have been paid
      or will be paid at or prior to the applicable Funding Date to the extent then
      due.

     

    (k) With
      respect to each Co-Issuer, it is an Eligible Borrower.

     

    (l) The
      Issuer and each applicable Co-Issuer repeat and reaffirm to the Lender and
      the
      Agent the representations and warranties set forth in Sections 12.9(f), (i)
      and
      (l) in the Security Agreement, and represent that such representations and
      warranties are true and correct in all material respects.

     

    (m) Since
      the
      prior Funding Date, there has been no change, development or event involving
      a
      change in the condition (financial or otherwise), business properties or results
      of operations of the Issuer or any Co-Issuer which is material and adverse
      and
      makes it impractical or inadvisable to proceed with the consummation of the
      transactions contemplated by this Agreement or the Transaction
      Documents.

     

    SECTION
      V. COVENANTS

     

    Section
      5.1. Covenants.
      The
      Issuer and each Co-Issuer which has signed a Joinder Supplement, each solely
      as
      to itself, covenants and agrees with the Agent and the Lender, through the
      Facility Termination Date and thereafter so long as any Secured Obligations
      shall remain outstanding or any monetary obligation arising hereunder or under
      the Security Agreement or any other Transaction Document shall remain unpaid,
      unless the Agent shall otherwise consent in writing, that:

     

    (a) it
      shall
      perform in all material respects each of the respective agreements applicable
      to
      it hereunder and comply in all material respects with each of the respective
      terms and provisions applicable to it under the Transaction Documents to which
      it is party;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) it
      shall
      furnish to the Agent (i) a copy of each opinion, certificate, report, statement,
      notice or other communication relating to the Notes which is furnished by or
      on
      behalf of it to the other; and (ii) such other information, documents records
      or
      reports respecting the Collateral, the Issuer or such Co-Issuers, as the Agent
      may from time to time reasonably request;

     

    (c) it
      shall
      furnish to the Agent, promptly, and in any event, within 3 Business Days, after
      the occurrence of any event which is, or upon the giving of notice, the lapse
      of
      time or both would be, a Funding Termination Event, a certificate of an
      appropriate officer of the Issuer or such Co-Issuers, as the case may be,
      setting forth the circumstances of such event and any action taken or proposed
      to be taken by the Issuer or such Co-Issuers with respect thereto;

     

    (d) it
      shall
      timely make all payments, deposits or transfers of Collections and give all
      instructions to transfer required by this Agreement and the Security
      Agreement;

     

    (e) to
      the
      extent it has not previously done so, the Issuers shall instruct all Obligors
      under the Collateral to cause all Collections to be deposited directly to the
      appropriate Co-Issuer Lockbox Account or the appropriate Co-Issuer Collection
      Account. Each of the Co-Issuers shall hold in trust, and deposit, immediately,
      but in any event not later than two Business Days of its receipt thereof, to
      its
      related Co-Issuer Collection Account all Collections received from time to
      time
      by it from the Obligors under the Collateral;

     

    (f) except
      as
      otherwise provided herein, neither the Issuer nor any Co-Issuer will sell,
      assign (by operation of law or otherwise) or otherwise dispose of, or create
      or
      suffer to exist any Adverse Claim upon (or the filing of any financing
      statement) or with respect to, its Assets, or upon or with respect to any
      account to which any Collections of
      the
      Assets are sent, or assign any right to receive income in respect thereof,
      except pursuant to the Transaction Documents;

     

    (g) the
      Issuers will not make any change in their respective instructions to Obligors
      under the Collateral regarding payments to be made to the applicable Co-Issuer
      Collection Account or Co-Issuer Lockbox Account, unless such instructions are
      to
      deposit such payments to another account approved in writing by the
      Agent;

     

    (h) none
      of
      the Issuer or any Co-Issuer will change its name, identity or structure or
      its
      chief executive office, unless at least 30 days prior to the effective date
      of
      any such change such person delivers to the Agent UCC financing statements
      to
      continue the perfection of the Agent’s interest in the Assets and written
      authority to file the same;

     

    (i) the
      Issuer and each Co-Issuer shall properly disclose and account for the
      transactions contemplated by the Transaction Documents as on balance sheet
      transactions under and in accordance with GAAP;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (j) the
      Issuer shall, and each Co-Issuer shall, and shall cause the Manager on such
      Co-Issuer's behalf to, unless the Agent shall otherwise consent in writing:
      

     

    (i) conduct
      its business solely in its own name through its duly authorized officers or
      agents so as not to mislead others as to the identity of the entity with which
      such persons are concerned, and shall avoid the appearance that it is conducting
      business on behalf of any Affiliate thereof or that its assets are available
      to
      pay the creditors of any other Person (other than as expressly provided herein);
      

     

    (ii) maintain
      corporate records and books of account separate from those of any other
      Person;

     

    (iii) establish
      and maintain an office through which its business shall be conducted separate
      and apart from those of its Affiliates or, if it shares office space with any
      Affiliate, it shall allocate fairly and reasonably any overhead and expense
      for
      such shared office space; 

     

    (iv) conduct
      its business using letterhead separate from those of its
      Affiliates;

     

    (v) obtain
      proper authorization for all action requiring such authorization; 

     

    (vi) pay
      its
      own operating expenses and liabilities from its own funds; 

     

    (vii) continuously
      maintain its resolutions, agreements and other instruments underlying the
      transactions described in this Agreement and the other Transaction Documents
      as
      part of its official records; 

     

    (viii) maintain
      an arm’s-length relationship with its Affiliates, except, with the respect to
      the Issuer, in connection with any agreements with its parent pursuant to which
      the parent contributes assets to the capital account of the Issuer, and shall
      not hold itself out as being liable for the debts of any other Person, except
      as
      permitted by this Agreement and the other Transaction Documents; 

     

    (ix) keep
      its
      assets and liabilities separate from those of all other entities other than
      as
      permitted herein, and as permitted by this Agreement and the other Transaction
      Documents; 

     

    (x) not
      maintain bank accounts or other depository accounts to which any Affiliate
      is an
      account party or from which any Affiliate has the power to make withdrawals,
      except as permitted by this Agreement and the other Transaction
      Documents;

     

    (xi) not
      amend, supplement or otherwise modify its organizational documents, except
      in
      accordance therewith and with the prior written consent of the
      Agent;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (xii) not
      create, incur, assume or suffer to exist any indebtedness or other liabilities
      (other than any deferred income in accordance with GAAP) on which it is
      obligated, except under this Agreement and the other Transaction Documents.
      It
      shall not assume, guarantee, endorse or otherwise be or become directly or
      contingently liable for the obligations of any Person by, among other things,
      agreeing to purchase any obligation of another Person (other than the Assets),
      agreeing to advance funds to such Person or causing or assisting such Person
      to
      maintain any amount of capital, except as permitted by this Agreement and the
      other Transaction Documents. It shall not be party to any agreement, mortgage,
      deed of trust or other instrument other than this Agreement and the other
      Transaction Documents other than, in the case of a Co-Issuer, Licenses and
      preferred vendor agreements (so long as such preferred vendor agreements impose
      no obligations whatsoever on the Issuer) in the ordinary course of business
      and
      as otherwise permitted under the Transaction Documents, and, in the case of
      the
      Issuer, other than any contribution agreements pursuant to which assets are
      contributed to the capital account of the Issuer, so long as such agreement
      does
      not contain any obligations of the Issuer (and other than pursuant to the Asset
      Purchase Agreement to the extent covered fully by the Contribution
      Agreement);

     

    (xiii) not
      enter
      into, or be a party to any transaction with any of its Affiliates, except as
      set
      forth in this Agreement and the other Transaction Documents; 

     

    (xiv) have
      at
      all times an Independent Director; provided
      that the
      same individual may act as Independent Director for any Co-Issuer;

     

    (xv) observe
      all procedures required by its organizational documents and preserve and
      maintain its existence, rights, franchises and privileges in the jurisdiction
      of
      its formation and qualify and remain qualified in good standing in each
      jurisdiction where the failure to preserve and maintain such existence, rights,
      franchises, privileges and qualifications would materially adversely affect
      the
      interests hereunder of the Lender or its ability to perform its obligations
      hereunder; and

     

    (xvi) not
      make
      or suffer to exist any loans or advances to, or extend any credit to, or make
      any investments (by way of transfer of property, contributions to capital,
      purchase of stock or securities or evidences of indebtedness (other than the
      Assets), acquisition of the business or assets (other than in connection with
      the Transaction Documents), or otherwise) in, any Affiliate or any other Person,
      all except as otherwise permitted in this Agreement and the other Transaction
      Documents;

     

    (k) comply
      with each agreement or other instrument to which it is a party.

     

    (l) any
      written information, reports and other papers and data furnished to the Agent,
      with respect to the Issuer or a Co-Issuer, shall be, at the time the same is
      so
      furnished, true and correct in all material respects. 

     

    SECTION
      VI. MISCELLANEOUS

     

    Section
      6.1. Amendments
      and Waivers.
      This
      Agreement may not be amended, supplemented or modified nor may any provision
      hereof be waived except in accordance with the provisions of this Section 6.1.
      With the written consent of the Agent, the Co-Issuers and the Issuer may, from
      time to time, enter into written amendments, supplements, waivers or
      modifications hereto for the purpose of adding any provisions to this Agreement
      or changing in any manner the rights of any party hereto or waiving, on such
      terms and conditions as may be specified in such instrument, any of the
      requirements of this Agreement. Any waiver of any provision of this Agreement
      shall be limited to the provisions specifically set forth therein for the period
      of time set forth therein and shall not be construed to be a waiver of any
      other
      provision of this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      6.2. Notices.
      (a) All
      notices, requests and demands to or upon the respective parties hereto to be
      effective shall be in writing (including by telecopy), and, unless otherwise
      expressly provided herein, shall be deemed to have been duly given or made
      when
      delivered by hand, or, in the case of mail or telecopy notice, when received,
      addressed as follows or to such other address as may be hereafter notified
      by
      the respective parties hereto:

     

    
      	
              The
                Issuer:

            	
              NEXCEN
                ACQUISITION CORP.

            
	 	
              1330
                Avenue of the Americas

            
	 	
              New
                York, New York 10019

            
	 	 
	
              The
                Lender:

            	
              VICTORY
                RECEIVABLES CORPORATION

            
	 	
              Victory
                Receivables Corporation

            
	 	
              c/o
                The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

            
	 	
              1251
                Avenue of the Americas

            
	 	
              New
                York, NY 10020

            
	 	
              (with
                a copy to the Agent)

            
	 	 
	
              A
                Co-Issuer:

            	
              To
                the address set forth in each Joinder Supplement

            
	 	
              (with
                a copy to the Agent)

            
	 	 
	
              The
                Agent:

            	
              BTMU
                CAPITAL CORPORATION

            
	 	
              BTMU
                Capital Corporation

            
	 	
              111
                Huntington Avenue, Suite 400 

            
	 	
              Boston,
                MA 02199-9000

            


    

     

    (b) Unless
      otherwise directed by the Agent, all payments to it required pursuant to this
      Agreement shall be made by federal wire (ABA No.: 021-001-033); to account
      number: 01419647; bank name: Deutsche Bank Trust Company Americas; account
      name:
      Corporate Trust & Agency Services; with fax notice (including federal wire
      number) to Kristy Yee, fax: (212) 782-6842 ࿠and phone: (212)
      782-4913.

     

    Section
      6.3. No
      Waiver; Cumulative Remedies.
      No
      failure to exercise and no delay in exercising, on the part of the Agent, any
      right, remedy, power or privilege under this Agreement or any of the Transaction
      Documents shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right, remedy, power or privilege under this Agreement or any
      of
      the Transaction Documents preclude any other or further exercise thereof or
      the
      exercise of any other right, remedy, power or privilege. The rights, remedies,
      powers and privileges provided in this Agreement and the other Transaction
      Documents are cumulative and not exclusive of any rights, remedies, powers
      and
      privileges provided by law.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      6.4. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the Issuer, each
      Co-Issuer, the Agent and the Lender, and their respective successors and
      assigns, except that neither the Issuer nor any Co-Issuer may assign or transfer
      any of their respective rights or obligations under this Agreement except as
      provided herein and in the Security Agreement without the prior written consent
      of the Agent.

     

    Section
      6.5. Counterparts.
      This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.

     

    Section
      6.6. Severability.
      Any
      provisions of this Agreement which are prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provisions in
      any
      other jurisdiction.

     

    Section
      6.7. Integration.
      This
      Agreement represents the agreement of the Issuer, each Co-Issuer, the Lender
      and
      the Agent with respect to the subject matter hereof, and there are no promises,
      undertakings, representations or warranties by such parties relative to subject
      matter hereof not expressly set forth or referred to herein or
      therein.

     

    Section
      6.8. Governing
      Law.
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
      LAW
      OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
      LAW
      OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
      STATE OF NEW YORK.

     

    Section
      6.9. Termination.
      This
      Agreement shall remain in full force and effect until the payment in full of
      the
      principal of and interest on the Notes and all other Secured
      Obligations.

     

    Section
      6.10. No
      Proceedings.
      (a) The
      Issuer and each Co-Issuer agrees that it shall not institute or join any other
      Person in instituting against the Lender, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceeding, or similar proceeding under
      any federal or state bankruptcy law, for one year and a day after the
      termination of the Security Agreement.

     

    (a) Notwithstanding
      any provisions contained in this Agreement to the contrary, the Lender shall
      not
      be obligated to pay any amount pursuant to this Agreement unless (i) the Lender
      has received funds which may be used to make such payment and which funds are
      not required to repay its commercial paper when due and (ii) after giving effect
      to such payment, either (A) the Lender could issue commercial paper to refinance
      all of its outstanding commercial paper (assuming such outstanding commercial
      paper matured at such time) in accordance with the program documents governing
      the Lender's securitization program or (B) all of its commercial paper is paid
      in full. Any amount the Lender does not pay pursuant to the operation of the
      preceding sentence shall not constitute a claim (as defined in § 101 of the
      Bankruptcy Code) against or corporate obligation of the Lender for any such
      insufficiency unless and until the Lender satisfies the provisions of
clauses
      (i)
      and
(ii)
      above.  

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      6.11. Survival
      of Representations and Warranties.
      All
      representations and warranties made hereunder and in any document, certificate
      or statement delivered pursuant hereto or in connection herewith shall survive
      the execution and delivery of this Agreement, the purchase of the Notes
      hereunder and the termination of this Agreement.

     

    Section
      6.12. Submission
      to Jurisdiction; Waivers.
      EACH
      PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY:

     

    (1) SUBMITS
      FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
      AGREEMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
      JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
      COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN AND THE UNITED STATES
      OF
      AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
      THEREOF;

     

    (2) CONSENTS
      THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES
      ANY
      OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION
      OR
      PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT
      IN AN
      INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE
      SAME;

     

    (3) AGREES
      THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
      MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
      SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH
      IN SECTION 6.2 OR AT SUCH OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN
      NOTIFIED PURSUANT THERETO; AND

     

    (4) AGREES
      THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN
      ANY
      OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
      JURISDICTION.

     

    Section
      6.13. WAIVERS
      OF JURY TRIAL.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT
      PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY
      LEGAL
      ACTION OR PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY
      OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM
      THEREIN.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      6.14. Hedging
      Requirements.
      Upon
      prior written notice from the Agent to the Issuer and the Co-Issuers, the Issuer
      and such Co-Issuers shall enter into a Hedge Agreement with a Qualified Hedge
      Counterparty and upon execution thereof shall pledge all of the Issuer’s and
      such Co-Issuers' right, title and interest under such Hedge Agreement to the
      Agent for the benefit of the Lender pursuant to this Agreement and the Security
      Agreement. Each Hedge Agreement shall be in form and substance satisfactory
      to
      the Agent, including, without limitation, having a notional amount based on
      the
      Initial Note Principal Balance related to the applicable Borrowing on such
      Funding Date.

     

    Section
      6.15. Confidentiality.

     

    (a) Each
      party hereto acknowledges that they regard the structure of the transactions
      contemplated by the Transaction Documents to be proprietary, and each such
      party
      severally agrees that:

     

    (i) it
      will
      not disclose without the prior consent of any other party hereto (other than
      to
      the directors, officers, employees, auditors, counsel or affiliates
      (collectively, “representatives”) of each other party, each of whom shall be
      informed by the related party of the confidential nature of the Program
      Information (as defined below) and of the terms of this Section 6.15), (1)
      any
      information regarding the pricing in, or copies of, this Agreement, any other
      Transaction Document or any transaction contemplated hereby or thereby, (2)
      any
      information regarding the organization, business or operations of any party
      hereto generally or the services performed by any party hereto, or (3) any
      information which is furnished by any party hereto to any other party hereto
      and
      which is designated to such other party in writing or otherwise as confidential
      or not otherwise available to the general public (the information referred
      to in
      clauses (1), (2) and (3) is collectively referred to as the “Program
      Information”),
      provided that such party may disclose any such Program Information (v) to any
      other party to this Agreement (and any independent attorneys, consultants and
      auditors of any such party so long as they are informed that such information
      is
      confidential and are under an obligation or duty to keep such information
      confidential) for the purposes contemplated hereby, (w) as may be required
      by
      any Governmental Authority having or claiming to have jurisdiction over such
      party, (x) in order to comply with any Law applicable to such party, (y) subject
      to subsection (c), in the event such party is legally compelled (by
      interrogatories, requests for information or copies, subpoena, civil
      investigative demand or similar process) to disclose any such Program
      Information or (z) to any permitted assignee of such party’s rights and
      obligations hereunder to the extent they agree to be bound by this
      Section;

     

    (ii) it,
      and
      any Person to which it discloses such information, will use the Program
      Information solely for the purposes of evaluating, administering, performing
      and
      enforcing the transactions contemplated by the Transaction Documents and making
      any necessary business judgments with respect thereto; and

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (iii) it,
      and
      any Person to which it discloses such information, will, upon demand, return
      (and cause each of its representatives to return) to any other party or destroy,
      all documents or other written material received from such other party, pursuant
      to clauses (2) or (3) of subsection (i) above and all copies thereof made by
      such party which contain all Program Information. 

     

    (b) Availability
      of Confidential Information.
      This
      Section 6.15 shall be inoperative as to such portions of the Program Information
      which are or become generally available to the public or such party on a
      nonconfidential basis from a source other than the Issuer, any Co-Issuer, the
      Agent, any Indemnified Party, the Lender, any Noteholder, any counterparty
      to a
      Hedge Agreement approved by the Agent, any Manager, NexCen Brands or were known
      to such party on a nonconfidential basis prior to its disclosure by any other
      party hereto.

     

    (c) Legal
      Compulsion to Disclose.
      In the
      event that any party hereto or anyone to whom such party or its representatives
      transmits the Program Information is requested or becomes legally compelled
      (by
      interrogatories, requests for information or documents, subpoena, civil
      investigative demand or similar process) to disclose any of the Program
      Information, such party shall:

     

    (i) to
      the
      extent permitted by law, provide each other affected party hereto with prompt
      written notice so that such other party may seek a protective order or other
      appropriate remedy and/or if it so chooses, agree that such party may disclose
      such Program Information pursuant to such request or legal compulsion;
      and

     

    (ii) unless
      each other party hereto waives compliance by such party with the provisions
      of
      this Section 6.15, make a timely objection to the request or compulsion to
      provide such Program Information on the basis that such Program Information
      is
      confidential and subject to the agreements contained in this Section 6.15 as
      long as the making of any such objection is not prohibited by Law.

     

    In
      the
      event that such protective order or other remedy is not obtained, or each other
      party hereto waives compliance with the provisions of this Section 6.15, such
      party will furnish only that portion of the Program Information which (in such
      party’s good faith judgment) is legally required to be furnished and will
      exercise all reasonable efforts to obtain reliable assurance that confidential
      treatment will be accorded the Program Information.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Note Funding Agreement
      to
      be duly executed by their respective officers as of the day and year first
      above
      written.

     

    
      	 	 	 
	 	
              NEXCEN
                ACQUISITION CORP., 

              as
                Issuer

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:




    
      	 	 	 
	 	
              
                VICTORY
                  RECEIVABLES CORPORATION,

                as
                  Lender

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	
            	 	 
	 	
              
                
                  BTMU
                    CAPITAL CORPORATION, 

                  as
                    Agent

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    STANDARD
      DEFINITIONS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    


    FORM
      OF
      JOINDER SUPPLEMENT

     

    JOINDER
      SUPPLEMENT, dated as of [·],
      by and
      between [SUBSIDIARY BORROWERS], a [·]
      (the
“Additional
      Borrowers”),
      BTMU
      CAPITAL CORPORATION, a Delaware corporation (the “Agent”)
      and
      VICTORY RECEIVABLES CORPORATION, a Delaware corporation (the “Lender”).

     

    WITNESSETH

     

    WHEREAS,
      this Supplement is being executed and delivered in accordance with
      subsection 2.4 of the Note Funding Agreement, dated as of March 12, 2007,
      among NEXCEN ACQUISITION CORP., as Issuer, the Subsidiary Borrowers from time
      to
      time parties thereto, collectively, as Co-Issuers, the Agent, and the Lender
      (as
      from time to time amended, supplemented or otherwise modified in accordance
      with
      the terms thereof, the “Note
      Funding Agreement”;
      unless
      otherwise defined herein, terms defined in the Note Funding Agreement are used
      herein as therein defined); and

     

    WHEREAS,
      each Additional Borrower wishes to become a Co-Issuer party to the Note Funding
      Agreement and to make a Borrowing thereunder in the amount, and on the terms,
      set forth in Schedule I hereto;

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

     

    Upon
      receipt by the Issuer and the Co-Issuers of counterparts of this Supplement,
      to
      each of which is attached a fully completed Schedule I, and each of which has
      been executed by the Additional Borrowers and the Agent,
      the
      Additional Borrowers shall be Co-Issuer parties to the Note Funding Agreement
      for all purposes thereof. 

     

    Concurrently
      with the execution and delivery hereof, the Additional Borrowers will deliver
      to
      the Issuer, the Co-Issuers and the Agent an executed Security Agreement
      Supplement in the form of Exhibit D to the Security Agreement.

     

    Each
      of
      the parties to this Supplement agrees and acknowledges that at any time and
      from
      time to time upon the written request of any other party, it will execute and
      deliver such further documents and do such further acts and things as such
      other
      party may reasonably request in order to effect the purposes of this
      Supplement.

     

    By
      executing and delivering this Supplement, the Additional Borrowers confirm
      to
      and agree with the Issuer, the Co-Issuers and the Agent as follows: (i) the
      Additional Borrowers make the representations and warranties set forth in
      Section 4.1 of the Note Funding Agreement and (ii) hereby agree to be bound
      by,
      and to comply with, all of the terms and provisions of the Note Funding
      Agreement applicable to a Co-Issuer.

     

    Schedule I
      hereto sets forth certain terms related to the Borrowing as well as
      administrative information with respect to the Additional
      Borrowers.

     

    THIS
      SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed
      by their respective duly authorized officers as of the date set forth
      above.

     

    
      	
            	 	 
	 	
              
                
                  
                    [SUBSIDIARY
                      BORROWER],

                    as
                      Additional Borrower

                  

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	
            	 	 
	 	
              
                
                  
                    [SUBSIDIARY
                      BORROWER],

                    as
                      Additional Borrower

                  

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	
            	 	 
	 	
              
                
                  
                    BTMU
                      CAPITAL CORPORATION, 

                    as
                      Agent

                  

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      	
            	 	 
	 	
              
                
                  
                    VICTORY
                      RECEIVABLES CORPORATION, 

                    as
                      Lender

                  

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I TO

    JOINDER
      SUPPLEMENT

     

    BORROWING
      TERMS AND ADDRESS FOR NOTICES 

     

    
      	
              [Additional
                Borrowers]

            	 
	 	 
	
              Borrowing
                Amount

            	
              $__________

            
	 	 
	
              Interest
                Rate

            	
              _________%

            
	 	 
	
              Term
                of Borrowing

            	
              60
                months from [·],
                2007

            
	 	 
	
              Address
                for Notices:

            	 
	 	 


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    FORM
      OF
      BORROWING NOTICE

    


    


    NOTE
      FUNDING AGREEMENT (the “Agreement”),
      dated
      as of March 12, 2007, among NEXCEN ACQUISITION CORP., as Issuer, the Subsidiary
      Borrowers from time to time parties thereto, collectively, as Co-Issuers, BTMU
      CAPITAL CORPORATION, as Agent and VICTORY RECEIVABLES CORPORATION, as
      Lender.

     

    Requested
      Funding Date: _______________________________________________

     

    
      	
              Assets
                to be Pledged:

            	
              See
                Schedules to the related Security Agreement
                Supplement

            
	 	 
	
              Value
                of Assets to be pledged

            	
              $________________

            
	 	 
	
              Value
                of Collateral subject to Lien of Security Agreement 

              excluding
                item 2 above:

            	
              $________________

            
	 	 
	
              Sum
                of item 2 and item 3:

            	
              $________________

            
	 	 
	
              Borrowing
                Base Prior to Funding:

            	
              $________________

            
	 	 
	
              Borrowing
                Base After Funding:

            	
              $________________

            
	 	 
	
              Available
                Borrowing Amount Prior to Funding:

            	
              $________________

            
	 	 
	
              Available
                Borrowing Amount After Funding:

            	
              $________________

            
	 	 
	
              Requested
                Wire Amount

            	
              $________________

            
	 	 
	
              Wire
                Instructions:

            	 


    

    


     

    Requested
      by:

     

    [SUBSIDIARY
      BORROWERS]

     

    


    By:
      ____________________________________

     

    Name:

    Title:

     

    
      
        
        

      

      
        1