DIRECTOR
      NON-QUALIFIED STOCK

    OPTION
      AWARD AGREEMENT

    


     

                  

    Date

     

     

    
      	 
	 
	 
	 


    

    


    Re: Grant
      of Non-Qualified Stock Option

     

    Dear
      [_____]:

     

    NexCen
      Brands, Inc. (the “Company”)
      is
      pleased to advise you that, pursuant to the Company's 2006 Long-Term Equity
      Incentive Plan (the “Plan”),
      the
      Committee (as defined in the Plan) has granted to you an option (the
“Option”)
      to
      acquire shares of common stock, par value $0.01 per share, of the Company
      (“Common
      Stock”),
      as
      set forth below, subject to the terms and conditions set forth
      herein:

     

    
      	
              Number
                of Option Shares:

            	
              [_]

            
	
              Date
                of Grant:

            	
              [_]

            
	
              Exercise
                Price per Option Share:

            	
              $[_]

            
	
              Vesting
                Date of Option Shares:

            	
              [_]

            
	
              Expiration
                Date of All Option Shares:

            	
              [_]

            


    

    


    The
      Option is not intended to be an "incentive stock option" within the meaning
      of
      Section 422 of the Code.

     

    Any
      capitalized terms used herein and not defined herein have the meaning set forth
      in the Plan.

     

    1.  Option.

     

    (a)  Term.
      Subject
      to the terms and conditions set forth herein, the Company hereby grants to
      you
      (or such other persons as permitted by paragraph 5) an Option to purchase the
      Option Shares at the exercise price per Option Share set forth above in the
      introductory paragraph of this letter agreement (the “Exercise
      Price”),
      payable upon exercise as set forth in paragraph 1(b) below. The Option shall
      expire at the close of business on the date set forth above in the introductory
      paragraph of this letter agreement (the “Expiration
      Date”),
      which
      is the tenth anniversary of the date of grant set forth above in the
      introductory paragraph of this letter agreement (the “Grant
      Date”).
      The
      Exercise Price and the number and kind of shares of Common Stock for which
      the
      Option may be exercised shall be subject to adjustment as provided under the
      Plan. For purposes of this letter agreement, “Option
      Shares”
mean
      (i) all shares of Common Stock issued or issuable upon the exercise of the
      Option and (ii) all shares of Common Stock issued with respect to the Common
      Stock referred to in clause (i) above by way of stock dividend or stock split
      or
      in connection with any conversion, merger, consolidation or recapitalization
      or
      other reorganization affecting the Common Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Payment
      of Option Price.
      Subject
      to paragraph 2 below, the Option may be exercised in whole or in part, by
      written notice to the Company, upon payment of an amount (the “Option
      Price”)
      equal
      to the product of (i) the Exercise Price and (ii) the number of Option Shares
      to
      be acquired. Payment of the Option Price shall be made as provided under the
      Plan.

     

    2.  Exercisability/Vesting
      and Expiration.

     

    (a)  Normal
      Vesting.
      The
      Option granted hereunder may be exercised only to the extent it has become
      vested. The Option shall vest as indicated by the vesting date of Option Shares
      set forth in the introductory paragraph of this letter agreement.

     

    (b)  Normal
      Expiration.
      In no
      event shall any part of the Option be exercisable after the Expiration
      Date.

     

    (c)  Effect
      on Vesting and Status as a Director.
      Once
      the Option becomes vested, the Option granted hereunder shall remain exercisable
      until the tenth anniversary of the Grant Date regardless of whether you remain
      a
      director following the vesting date.

     

    3.  Procedure
      for Exercise.
      You may
      exercise all or any portion of the Option, to the extent it has vested and
      is
      outstanding, at any time and from time to time prior to the Expiration Date,
      by
      delivering written notice to the Company in the form attached hereto as
Exhibit
      A,
      together with payment of the Option Price in accordance with the provisions
      set
      forth in the Plan. The Option may not be exercised for a fraction of an Option
      Share.

     

    4.  Withholding
      of Taxes.

     

    (a)  Participant
      Election.
      Unless
      otherwise determined by the Committee, you may elect to deliver shares of Common
      Stock (or have the Company withhold Option Shares acquired upon exercise of
      the
      Option) to satisfy, in whole or in part, the amount the Company is required
      to
      withhold for taxes in connection with the exercise of the Option. Such election
      must be made on or before the date the amount of tax to be withheld is
      determined. Once made, the election shall be irrevocable. The fair market value
      of the shares to be withheld or delivered will be the Fair Market Value as
      of
      the date the amount of tax to be withheld is determined.

     

    (b)  Company
      Requirement.
      The
      Company, to the extent permitted or required by law, shall have the right to
      deduct from any payment of any kind (including salary or bonus) otherwise due
      to
      you, an amount equal to any federal, state or local taxes of any kind required
      by law to be withheld with respect to the delivery of Option Shares under this
      letter agreement.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    5.  Transferability
      of Option.
      You may
      transfer the Option granted hereunder only by will or the laws of descent and
      distribution or to any of your Family Members (as defined in the Plan) by gift
      or a qualified domestic relations order as defined by the Code. Unless the
      context requires otherwise, references herein to you are deemed to include
      any
      permitted transferee under this paragraph 5. The Option may be exercised only
      by
      you; by your Family Member if such person has acquired the Option by gift or
      qualified domestic relations order; by the executor or administrator of the
      estate of any of the foregoing or any person to whom the Option is transferred
      by will or the laws of descent and distribution; or by the guardian or
      representative of any of the foregoing.

     

    6.  Conformity
      with Plan.
      The
      Option is intended to conform in all respects with, and is subject to all
      applicable provisions of the Plan (which is incorporated herein by reference).
      Inconsistencies between this letter agreement and the Plan shall be resolved
      in
      accordance with the terms of the Plan, except that paragraph 2(c) of this letter
      agreement supercedes any inconsistent provision of the Plan. By executing and
      returning the enclosed copy of this letter agreement, you acknowledge your
      receipt of this letter agreement and the Plan and agree to be bound by all
      of
      the terms of this letter agreement and the Plan.

     

    7.  Rights
      of Participants.
      Nothing
      in this letter agreement shall interfere with or limit in any way the right
      of
      the Company to terminate your employment or other performance of services at
      any
      time (with or without Cause), as and to the extent applicable, nor confer upon
      you any right to continue in the employ or as a director or officer of, or
      in
      the performance of other services for, the Company or a Subsidiary for any
      period of time, or to continue your present (or any other) rate of compensation
      or level of responsibility. Nothing in this letter agreement shall confer upon
      you any right to be selected again as a Plan participant.

     

    8.  Amendment
      or Substitution of Option.
      The
      terms of the Option may be amended from time to time by the Committee in its
      discretion in any manner that it deems appropriate (including, but not limited
      to, acceleration of the date of exercise of the Option); provided that no such
      amendment shall adversely affect in a material manner any of your rights under
      the award without your written consent.

     

    9.  Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, all covenants and agreements contained
      in this letter agreement by or on behalf of any of the parties hereto shall
      bind
      and inure to the benefit of the respective successors and permitted assigns
      of
      the parties hereto whether so expressed or not.

     

    10.  Severability.
      Whenever possible, each provision of this letter agreement shall be interpreted
      in such manner as to be effective and valid under applicable law, but if any
      provision of this letter agreement is held to be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of this letter
      agreement.

     

    11.  Counterparts.
      This
      letter agreement may be executed simultaneously in two or more counterparts,
      each of which shall constitute an original, but all of which taken together
      shall constitute one and the same letter agreement.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    12.  Descriptive
      Headings.
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a part of this Agreement.

     

    13.  Governing
      Law.
      THE
      VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN,
      AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS
      LETTER AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE
      OF LAW RULES, OF THE STATE OF DELAWARE.

     

    14.  Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this letter agreement shall be in writing and shall
      be deemed to have been given when (i) delivered personally, (ii) mailed by
      certified or registered mail, return receipt requested and postage prepaid,
      (iii) sent by facsimile or (iv) sent by reputable overnight courier, to the
      recipient. Such notices, demands and other communications shall be sent to
      you
      at the address specified in this letter agreement and to the Company at 1330
      Avenue of the Americas, 40th Floor, New York, NY 10019, Attn: Chief Financial
      Officer, or to such other address or to the attention of such other person
      as
      the recipient party has specified by prior written notice to the sending
      party.

     

    15.  Entire
      Agreement.
      This
      letter agreement and the terms of the Plan constitute the entire understanding
      between you and the Company, and supersede all other agreements, whether written
      or oral, with respect to your acquisition of the Option Shares.

     

    *****

    


     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    Signature
      Page to Stock Option Award Agreement

     

    Please
      execute the extra copy of this letter agreement in the space below and return
      it
      to the Company to confirm your understanding and acceptance of the agreements
      contained in this letter agreement.

     

    Very
      truly yours,

     

    NEXCEN
      BRANDS, INC.

     

    By:_____________________________


     

    Name:__________________________


     

    Title:___________________________

     

    By
      your
      signature and the signature of the Company’s representative above, you and the
      Company agree that this Option is granted under and governed by the terms and
      conditions of the Plan and this letter agreement, both of which are attached
      and
      made a part of this document.

     

    


     

    OPTIONEE

     

    _________________________________

     

    


     

    Dated
      as
      of: ___________________

     

    


     

    Enclosures: 
       Extra
      copy of this letter agreement

    Copy
      of
      the Plan

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    Form
      of Letter to be Used to Exercise Stock Option

     

     

                  

    Date

     

    
      	 
	 
	 


    

    


    


    Attention:                        

     

    I
      wish to
      exercise the stock option granted on             
      and
      evidenced by a Stock Option Award Agreement dated as of             ,
      to
      acquire             
      shares
      of Common Stock of             ,
      at an
      option price of $_______ per share. In accordance with the provisions of
      paragraph 1 of the Stock Option Award Agreement, I wish to make payment of
      the
      exercise price (please
      check all that apply):

     

    
      	
              o

            	
              in
                cash

            
	
              o

            	
              by
                delivery of shares of Common Stock held by me

            
	
              o

            	
              by
                simultaneous sale through a broker

            


    

    


    I
      request
      these shares be issued by:

     

    
      	
              o

            	
              certificate

            
	
              o

            	
              electronic
                delivery to a brokerage account

            


    

    


    Please
      issue a certificate for these shares in the following name or
      registration:

     

    
      	 
	
              Name/Registration

            
	 
	
              Address

            
	 
	
              Social
                Security Number

            


    

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    Please
      issue these shares by electronic delivery to the following brokerage
      account:

    


    
      	 
	
              Name/Registration

            
	 
	
              Address

            
	 
	
              Social
                Security Number

            
	 
	
              Brokerage
                Company

            
	 
	
              Brokerage
                Account Number

            
	 
	
              Brokerage
                Point of Contact

            
	 
	
              Brokerage
                Telephone Number

            


    

    


    


    
      	
              Very
                truly yours,

            
	
               

              
              

            
	
              Signature

            
	
               

              
              

            
	
              Typed
                or Printed Name

            


    

    


    
      
         

      

      
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