EXECUTION
      COPY

    
 

    SEPARATION
      AGREEMENT AND RELEASE OF CLAIMS 

    


    THIS
      AGREEMENT is made and entered into by and between NexCen
      Brands, Inc.
      (the
“Company”) and Charles
      A. Zona (the
      “Executive”).

     

    All
      capitalized terms used herein unless otherwise defined in this Agreement shall
      have the meaning assigned to them in the Employment Agreement. 

     

    WHEREAS,
      the Company and Executive entered into an employment agreement made as of
      December 11, 2006 (the “Employment Agreement”); 

     

    WHEREAS,
      Executive’s employment was terminated by the Company without Cause effective as
      of May 30, 2008 (“Termination Date”), and as of such date Executive ceased to
      hold any position as an officer of the Company or any affiliate;
      and

     

    WHEREAS,
      Executive desires to receive separation pay and benefits, and the Company is
      willing to provide separation pay and benefits on the condition that Executive
      enters into this Agreement. 

     

    THEREFORE,
      in consideration of the mutual agreements and promises set forth within this
      Agreement, the receipt and sufficiency of which are hereby acknowledged, the
      Company and Executive agree as follows:

     

    
      	1.	
              Consideration

            


    

     

    In
      consideration of Executive's agreements and promises set forth below, the
      Company will provide to Executive the following separation payments pursuant
      to
      the Employment Agreement:

     

    
      	 	
              a.

            	
              Base
                Salary, Accrued Paid Time Off. The
                Company shall pay to Executive any unpaid Base Salary through and
                including the Termination Date. Executive acknowledges that there
                is no
                declared but unpaid Annual Bonus or any other bonus during the Employment
                Period that is due and owing to the Executive as of the Termination
                Date.
                

            


    

     

    The
      Company shall pay to Executive all accrued but unused paid time during the
      Employment Period through and including the Termination Date. The parties
      acknowledge and agree that as of Termination Date, Executive has accrued
      $29,000.00 of paid time off and has received $24,615.38 of that amount, less
      deductions for federal and/or state income tax withholding, FICA and any other
      deduction from wages required by law or regulation. The Company shall pay the
      remaining $4,384.62 of accrued paid time off, less deductions for federal and/or
      state income tax withholding, FICA and any other deduction from wages required
      by law or regulation, by including such net amount in the next semi-monthly
      installment payment to be made pursuant to subparagraph 1.b. below, following
      execution of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      EXECUTION
        COPY

       

       

    

    
      	 	
              b.

            	
              Semi-Monthly
                Installment Payment.
                The Company shall pay to Executive payments totaling One
                Hundred Fifty Thousand Dollars ($150,000.00)
                (less deductions for federal and/or state income tax withholding,
                FICA and
                any other deduction from wages required by law or regulation), which
                shall
                be paid in substantially equal semi-monthly installments over a period
                of
                six months, beginning no later than June 16, 2008, in accordance
                with the
                Company’s normal payroll practices.


            


    

     

    
      	 	
              c.

            	
              Continued
                Participation in Company’s Group Medical Plan. The
                Company shall continue Executive’s participation in the Company’s group
                medical plan on the same basis as he previously participated, until
                the
                earlier of May
                30, 2009
                or
                the date Executive is provided with health insurance coverage by
                a
                successor employer. Executive shall promptly inform Sue Nam, General
                Counsel of the Company, if and when he is provided with health insurance
                coverage by a successor employer. After
                May 30, 2009, Executive may continue to participate in the
                Company’s group health plans to the extent permitted under the
                Consolidated Omnibus Budget Reconciliation Act (“COBRA”). 

            


    

     

    
      	 	
              d.

            	
              Reimbursable
                Expenses. Executive
                acknowledges and agrees that as of the date of this agreement, he
                has
                received all reimbursable expenses or other entitlements then due
                and
                owing to the Executive. 

            


    

     

    
      	 	
              e.

            	
              Stock
                Options.
                The parties hereby agree that (i) Executive vested as of December
                11, 2007
                in (i) 83,334 shares of
                his initial Option Grant to purchase a total of 250,000 shares of
                the
                Company’s common stock; (ii) Executive vested as of the Termination Date
                in all of his additional stock option grant to purchase a total of
                25,000
                shares of the Company’s common stock; and (iii) Executive voluntarily
                surrendered 166,666 shares of his unvested initial Option Grant.
                Executive’s 108,334 vested stock options shall be exerciseable as of the
                Termination Date and shall remain exercisable by Executive (or his
                estate,
                in the event of his death) until December 31, 2009, following which
                time
                any unexercised stock options shall terminate.


            


    

     

    
      	 	
              f.

            	
              Other
                Benefits.
                Executive shall receive any vested benefits to which Executive is
                entitled
                in accordance with the terms of any of the Company's employee benefit
                plans or programs, including without limitation the Company's 401(k)
                plan.

            


    

     

    The
      terms
      of Paragraph 1 shall have no force if Executive revokes his acceptance of this
      Agreement pursuant to Paragraph 11 (Special Provisions for Age
      Discrimination).

     

    
      
         

      

      
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      	2.	
              No
                Further Payments

            


    

     

    Except
      as
      provided for in Paragraph 1, Executive is not entitled to and will not receive
      any further salary, wages, benefits, severance or separation payments from
      the
      Company. 

     

    
      	3.	
              General
                Release 

            


    

     

    Executive
      on behalf of himself and his heirs, successors and assigns, in consideration
      of
      the performance by the Company of its material obligations under the Employment
      Agreement and this Agreement, do hereby release and forever discharge as of
      the
      date hereof the
      Company,
      its
      Subsidiaries, its Affiliates, each such Person’s respective successors and
      assigns and each of the foregoing Persons’ respective present and former
      directors, officers, partners, stockholders, members, managers, agents,
      representatives, employees (and each such Person’s respective successors and
      assigns) (collectively, the “Released
      Parties”)
      to the
      extent provided below. 

    


    
      	 	
              a.

            	
              Executive
                understands that payments or benefits paid or granted to him under
                this
                Agreement represent, in part, consideration for signing this Agreement
                and
                are not salary, wages or benefits to which he was already entitled.
                Executive understands and agrees that he will not receive the payments
                and
                benefits specified in Paragraph 1 (other than the payments and benefits
                in
                subparagraphs 1.a and 1.f) of this Agreement unless he executes this
                Agreement and does not revoke this Agreement within the time period
                permitted hereafter or breach this
                Agreement.

            


    

    


    
      	 	
              b.

            	
              Executive
                knowingly and voluntarily releases and forever discharges the
                Company
                and the other Released Parties from any and all claims, controversies,
                actions, causes of action, cross-claims, counter-claims, demands,
                debts,
                compensatory damages, liquidated damages, punitive or exemplary damages,
                other damages, claims for costs and attorneys’ fees, or liabilities of any
                nature whatsoever in law and in equity, both past and present (through
                the
                date of this Agreement), whether under the laws of the United States
                or
                another jurisdiction and whether known or unknown, suspected or claimed
                against the
                Company
                or
                any of the Released Parties which Executive, his spouse, or any of
                his
                heirs, executors, administrators or assigns, have or may have, which
                arise
                out of or are connected with his employment with, or his separation
                from,
                the
                Company
                (including, but not limited to, any allegation, claim or violation,
                arising under: Title VII of the Civil Rights Act of 1964, as amended;
                the
                Civil Rights Act of 1991; the Age Discrimination in Employment Act
                of
                1967, as amended (including the Older Workers Benefit Protection
                Act); the
                Equal Pay Act of 1963, as amended; the Americans with Disabilities
                Act of
                1990; the Family and Medical Leave Act of 1993; the Civil Rights
                Act of
                1866, as amended; the Worker Adjustment Retraining and Notification
                Act;
                the Employee Retirement Income Security Act of 1974; any applicable
                Executive Order Programs; the Fair Labor Standards Act; or their
                state or
                local counterparts; or under any other federal, state or local civil
                or
                human rights law, or under any other local, state, or federal law,
                regulation or ordinance; or under any public policy, contract
                or
                tort, or under common law; or arising under any policies, practices or
                procedures of the
                Company
                or
                any of the Released Parties; or any claim for wrongful discharge,
                breach
                of contract,
                infliction of emotional distress, or defamation; or any claim for
                costs,
                fees, or other expenses, including attorneys’ fees incurred in these
                matters (all of the foregoing collectively referred to herein as
                the
                “Claims”); provided, however, that nothing contained in this Agreement
                shall apply to, or release the
                Company
                from, (i) any obligation of the
                Company
                contained in the Employment Agreement or this Agreement to be performed
                after the date hereof, (ii) any vested or accrued benefits pursuant
                to any employee benefit plan, program or policy of the
                Company,
                (iii) any right Executive has to indemnification by the Company (under
                the
                Employment Agreement or otherwise), and (iv) any claims Executive
                may have
                as a member of a class in connection with any securities derivative
                class
                action against the Company.

            


    

     

    
      
         

      

      
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              c.

            	
              Executive
                represents that he has made no assignment or transfer of any right,
                claim,
                demand, cause of action, or other matter covered by paragraph 3.b.
                above.

            


    

    


    
      	 	
              d.

            	
              Executive
                agrees that this Agreement does not waive or release any rights or
                claims
                that he may have under the Age Discrimination in Employment Act of
                1967
                which arise after the date he executes this Agreement. Executive
                acknowledges and agrees that his separation from employment with
                the
                Company
                in
                compliance with the terms of the Employment Agreement and this Agreement
                shall not serve as the basis for any claim or action (including,
                without
                limitation, any claim under the Age Discrimination in Employment
                Act of
                1967).

            


    

     

    
      	 	
              e.

            	
              In
                signing this Agreement, Executive acknowledges and intends that the
                Agreement shall be effective as a bar to each and every one of the
                Claims
                hereinabove mentioned or implied. Executive expressly consents that
                this
                General Release shall be given full force and effect according to
                each and
                all of its express terms and provisions, including those relating
                to
                unknown and unsuspected Claims (notwithstanding any state statute
                that
                expressly limits the effectiveness of a general release of unknown,
                unsuspected and unanticipated Claims), if any, as well as those relating
                to any other Claims hereinabove mentioned or implied. Executive
                acknowledges and agrees that this waiver is an essential and material
                term
                of this Agreement and that without such waiver the
                Company
                would not have agreed to the terms of the Agreement. Executive covenants
                that he shall not directly or indirectly, commence, maintain or prosecute
                or sue any of the Released Persons either affirmatively or by way
                of
                cross-complaint, indemnity claim, defense or counterclaim or in any
                other
                manner or at all on any Claim covered by this General Release. Executive
                further agrees that in the event he should bring a Claim seeking
                damages
                against the
                Company,
                or in the event he should seek to recover against the
                Company
                in
                any Claim brought by a governmental agency on his behalf, this Agreement
                shall serve as a complete defense to such Claims. Executive further
                agree
                that he is not aware of any pending charge or complaint of the type
                described in paragraph 3.b. as of the execution of this
                Agreement.

            


    

     

    
      
         

      

      
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      COPY

     

     

    
      	4.	
              No
                Admission of Liability. 

            


    

     

    Executive
      agrees that neither this Agreement, nor the furnishing of the consideration
      for
      this Agreement, shall be deemed or construed at any time to be an admission
      by
the
      Company,
      any
      Released Party or Executive of any improper or unlawful conduct.

     

    
      	5.	
              Confidentiality.
                

            


    

     

    Executive
      agrees that this Agreement is confidential and agree not to disclose any
      information regarding the terms of this Agreement, except to his immediate
      family and any tax, legal or other counsel he has consulted regarding the
      meaning or effect hereof or as required by law, and Executive will instruct
      each
      of the foregoing not to disclose the same to anyone. 

    


    Any
      non-disclosure provision in this Agreement does not prohibit or restrict
      Executive (or his attorney) from responding to any inquiry about this Agreement
      or its underlying facts and circumstances by the Securities and Exchange
      Commission, the National Association of Securities Dealers, Inc. or any other
      self-regulatory organization or governmental entity. 

    


    
      	6.	
              Affirmation
                of Employment Agreement. 

            


    

     

    Except
      as
      otherwise provided in this Agreement, the parties hereby expressly re-affirm
      the
      Employment Agreement, including but not limited to the Executive’s obligations
      under Sections 1.5, 1.6, 1.7, 1.8, 1.9 1.10 and 3.1 of the Employment
      Agreement and the Company’s obligations under Section 1.3(g) of the Employment
      Agreement. Notwithstanding anything to the contrary in the Employment Agreement,
      the parties agree that (i) for purposes of Sections 1.8 and 2.1 of the
      Employment Agreement, the definition of “Business”
shall
      be limited to the licensing- businesses of Iconix and Cherokee only; (ii)
      Section 1.8(a) of the Employment Agreement shall not preclude Executive from
      participating in or otherwise being employed by or providing services to any
      Person that purchases the Company’s licensing business or other successor to the
      Company; (iii) in the event Executive participates in or otherwise is employed
      by or provides services to any Person that purchases the Company’s licensing
      business or is a successor to the Company, Section 1.5 of the Employment
      Agreement shall not preclude Executive from using or disclosing any Confidential
      Information or Third Party Information to the extent such disclosure or use
      is
      consistent with Executive’s service with such purchaser or other successor; and
      (iv) Section 1.3(g) of the Employment Agreement shall survive and continue
      in
      full force in accordance with its terms as though Executive continued to be
      an
      executive officer of the Company, notwithstanding Executive’s termination of
      employment with, and service as an officer of, the Company on the Termination
      Date.

    


    
      	7.	
              Validity.
                

            


    

     

    Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability shall not affect any other provision or any other jurisdiction,
      but this Agreement shall be reformed, construed and enforced in such
      jurisdiction as if such invalid, illegal or unenforceable provision had never
      been contained herein. 

     

    
      
         

      

      
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      	8.	
              Successors
                and Assigns

            


    

     

    This
      Agreement shall inure to and be binding upon the parties hereto and to their
      respective heirs, legal representatives, successors, and assigns.

     

    
      	9.	
              Governing
                Law

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the state of New
      York and any applicable federal laws.

     

    
      	10.	
              Special
                Notification

            


    

     

    Because
      this Agreement includes a waiver and release of claims arising under the Age
      Discrimination in Employment Act, federal law provides that Executive may have
      twenty-one (21) days from receipt of the Agreement to review and consider this
      Agreement before executing it. Federal law also provides that the Employer
      must
      advise Executive to consult with an attorney before signing this Agreement.
      Executive understands that it is Executive’s decision whether or not to consult
      an attorney. 

     

    Pursuant
      to federal law, Executive is further advised that the release and covenant
      not
      to sue contained herein do not apply to claims that arise after the execution
      of
      this Agreement. Executive further understands and agrees that Executive is
      receiving additional consideration that Executive would not be entitled to
      receive under the Employment Agreement, any Company policy, practice or plan
      of
      if Executive did not execute this Agreement which includes the waiver and
      release of claims under the Age Discrimination in Employment Act.

     

    Executive
      represents and warrants that he has had ample opportunity to consider this
      Agreement and has had an opportunity to consult an attorney before executing
      this Agreement.

     

    
      	11.	
              Revocation
                of Agreement

            


    

     

    Federal
      law also provides that, because this Agreement waives and releases claims
      arising under the Age Discrimination in Employment Act, that Executive may
      revoke this Agreement within seven (7) days after Executive executes it. For
      this revocation to be effective, written notice must be received by Sue
      Nam, General Counsel,
      no
      later than the close of business on the seventh day after Executive has executed
      this Agreement. If Executive revokes the Agreement, it will not be effective
      or
      enforceable, and Executive will not receive the payments described in Paragraph
      1 (other
      than the payments and benefits in subparagraphs 1.a and 1.f).

     

    
      
         

      

      
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      COPY

     

     

    
      	12.	
              Acknowledgement.
                

            


    

     

    BY
      SIGNING THIS AGREEMENT, EXECUTIVE REPRESENTS AND AGREES THAT: 

    


    (a) EXECUTIVE
      HAS READ IT CAREFULLY; 

    


    (b) EXECUTIVE
      UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS,
      INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
      ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
      THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND
      THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; 

    


    (c) EXECUTIVE
      VOLUNTARILY CONSENTS TO EVERYTHING IN THE AGREEMENT; 

    


    (d) EXECUTIVE
      HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY (VIA THIS AGREEMENT) BEFORE
      EXECUTING IT AND EXECUTIVE HAS DONE SO OR, AFTER CAREFUL READING AND
      CONSIDERATION, EXECUTIVE HAS CHOSEN NOT TO DO SO OF HIS OWN VOLITION;


    


    (e) EXECUTIVE
      HAS HAD AT LEAST 21 DAYS FROM THE DATE OF HIS RECEIPT OF THE LANGUAGE OF THE
      GENERAL RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON DECEMBER 11, 2006 TO CONSIDER
      IT; AND THE CHANGES MADE SINCE THE DECEMBER 11, 2006 VERSION OF THE GENERAL
      RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;


    


    (f) THE
      CHANGES TO THE LANGUAGE OF THE GENERAL RELEASE SINCE DECEMBER 11, 2006 EITHER
      ARE NOT MATERIAL OR WERE MADE AT HIS REQUEST. 

    


    (g) EXECUTIVE
      HAS SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF
      ANY
      COUNSEL RETAINED TO ADVISE HIM WITH RESPECT TO IT; AND 

    


    (h) EXECUTIVE
      AGREES THAT THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED, WAIVED, CHANGED
      OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
      REPRESENTATIVE OF THE
      COMPANY
      AND BY
      EXECUTIVE. 

     

    


    
      
         

      

      
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      COPY

    
 

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the date
      indicated below. 

     

     

    /s/
      Charles A.
      Zona                                                    

     

    CHARLES
      A. ZONA

    Date: June
      20,
      2008

     

     

     

    NEXCEN
      BRANDS, INC. 

     

     

    By:
      /s/
      Kenneth J.
      Hall                                                


    Name: Kenneth
      J. Hall

    Title:
      Chief Financial Officer

    Date:
      June 26, 2008

     

     

    
      
         

      

      
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