EXECUTION
        COPY 

       

    

    Separation
      and General Release Agreement

     

    This
      Separation and General Release Agreement (this “Agreement”)
      is
      made as of this 14th day
      of
      August, 2008 by and between NexCen Brands, Inc. (the “Company”)
      and
      James Haran (“Executive,”
and
      together with the Company, the “Parties”).

     

    WHEREAS,
      Executive has been employed by the Company under terms set forth in that certain
      Employment Agreement dated June 6, 2006, by and between the Company and
      Executive (the “Employment
      Agreement”);

     

    WHEREAS,
      Executive and the Company entered into a letter agreement dated May
      29th,
      2008
      deferring salary effective May 16th,
      2008
      (“Deferred Salary Letter”);

     

    WHEREAS,
      Executive desires to voluntarily resign as an officer and employee of the
      Company for reasons other than “Good Reason” (as defined in Section 2.1 of the
      Employment Agreement) (the “Separation”)
      effective as of August 14, 2008 (the “Separation
      Date”);

     

    WHEREAS,
      the Parties’ rights and obligations with respect to Executive’s equity interests
      in the Company are set forth in the Employment Agreement, the Company’s 1999
      Equity Incentive Plan (the “Plan”),
      that
      certain Stock Option Agreement dated June 6, 2006, by and between the Company
      and Executive (the “Option
      Agreement”);
      and

     

    WHEREAS,
      the Parties desire to enter into this Agreement in order to set forth the
      definitive rights and obligations of the Parties in connection with the
      Separation.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, commitments and agreements
      contained herein, and for other good and valuable consideration the receipt
      and
      sufficiency of which is hereby acknowledged, the Parties intending to be legally
      bound hereby agree as follows:

     

    1. Acknowledgment
      of Separation.
      The
      Company hereby accepts Executive’s voluntary resignation as an officer and
      employee of the Company as of the Separation Date, and from any and all other
      offices which he holds at the Company or any of the Company’s subsidiaries as of
      the Separation Date. The Parties acknowledge and agree that the Separation
      is
      effective as of August 14,
      2008.
The
      Company expressly waives its right to 90 days notice of such voluntary
      resignation by the Executive pursuant to Section 1.4(a) of the Employment
      Agreement.

     

    2. Resignation
      of Office.
      Effective as of the Separation Date, Executive voluntarily resigns his position
      as an officer, and employee of the Company, and from any and all other offices
      which he holds
      at
      the Company or any of the Company’s subsidiaries or affiliates. The parties
      hereby confirm, acknowledge and agree that Executive does not have any grounds
      that would constitute resignation for “Good Reason” (as defined in Section 2.1
      of the Employment Agreement) and that the Company does not have any grounds
      for
      termination for “Cause” (as defined in Section 2.1 of the Employment
      Agreement).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Executive’s
      Acknowledgment of Consideration.
      Executive specifically acknowledges and agrees that certain of the obligations
      created and payments made to him by the Company under this Agreement are
      promises and payments to which he is not otherwise entitled under any law or
      contract.

     

    4. Payments
      Upon and After the Separation.

     

    (a) Final
      Payment.
      On the
      next regular payroll date following the Separation Date, Executive shall receive
      a payment of (1) reimbursable expenses of $1,522.98 and (2) the salary amount
      of
      $1,730.77 (reflecting the accrued salary up to and including August 8, 2008
      at
      the deferred salary rate agreed to in the Deferred Salary Letter), subject
      to
      applicable federal, state and local tax withholdings. As soon as practicable
      but
      no later than five business days after the Separation Date, Executive shall
      receive a lump sum payment of all amounts deferred in accordance with the
      Deferred Salary Letter through and including August 8, 2008, which amount equals
      $69,422.74. This sum, payable to Executive, shall be subject to applicable
      federal, state and local tax withholdings. Executive acknowledges that he is
      not
      entitled to any wages or reimbursements from the Company other than as set
      forth
      above.

     

    (b) Separation
      Payment.
      The
      Company shall pay to Executive payments totaling Two
      Hundred Eighty-One Thousand Two Hundred Fifty Dollars
      ($281,250.00)
      (less
      standard statutory deductions for federal and state taxes and withholdings),
      which shall be paid in substantially equal semi-monthly installments over a
      period of nine months, 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
      August
      31, 2009
      or the
      date Executive is provided with health insurance coverage by a successor
      employer. Executive shall promptly inform, General Counsel of the Company,
      if
      and when he is provided with health insurance coverage by a successor
      employer. After
      August 31, 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”). The Company shall provide Executive
      with the appropriate COBRA coverage notice and election form for this purpose.
      The existence and duration of Executive’s rights and/or the COBRA rights of any
      of Executive’s eligible dependents shall be determined in accordance with
      Section 4980B of the Code.

     

    (d) Severance
      Benefits.
      In
      consideration of the Company’s obligations and undertakings hereunder, Executive
      hereby waives and releases any claim for any Severance Payments or Benefits
      (each as defined in Sections 1.3(f) and 1.4(b) of the Employment Agreement,
      respectively).

     

    (e) Stock
      Options and Warrants.
      The
      Parties agree that, as of the Separation Date, Executive has 387,859 vested
      options. Pursuant to the terms of the Option Agreement, vested options and
      warrants will remain exercisable for 90 days following the Separation Date.
      Except for the foregoing, all unvested options granted previously to Executive
      prior to the Separation Date shall be forfeited immediately.


    
      
        
        

      

      
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    5. Confidential
      Information; Inventions and Patents; Return of Corporate Property;
      Non-Competition and Non-Solicitation; Enforcement.
      Executive expressly acknowledges and reaffirms his understanding of and
      obligations under Sections 1.6, 1.7, 1.8, 1.9 and 1.10 of the Employment
      Agreement and that such provisions will survive and continue in full force
      in
      accordance with their terms notwithstanding Executive’s resignation.
      Notwithstanding the foregoing, the Parties agree that the Noncompete Period
      and
      Nonsolicitation Period (each as defined in Section 2.1 of the Employment
      Agreement, respectively) shall each be reduced to 6-months. The Parties further
      agree that, during the 6-month Noncompete Period, the Board shall not
      unreasonably withhold its authorization or consent to the Executive pursuant
      to
      Section 1.8(a) to engage in a business enterprise that engages or proposes
      to
      engage in the Business in the Restricted Territory, so long as such business
      enterprise does not directly compete with the Company or its Subsidiaries (each
      capitalized term as defined in Section 2.1 of the Employment Agreement,
      respectively). In the event of Executive’s breach of his obligations under this
      provision, the length of the Noncompete Period and/or Nonsolicitation Period
      shall be increased by the amount of time during which Executive was in
      breach.

     

    6. General
      Release and Waiver by Executive.

     

    (a) General
      Release.
      In
      consideration of the Company’ s performance of this Agreement, Executive, for
      and on behalf of himself and each of his heirs, executors, administrators,
      personal representatives, successors and assigns, to the maximum extent
      permitted by law, hereby acknowledges full and complete satisfaction of and
      ABSOLUTELY AND IRREVOCABLY AND UNCONDITIONALLY FULLY AND FOREVER RELEASES,
      ACQUITS AND DISCHARGES the Company together with their subsidiaries, parents
      and
      affiliates, and each of their past and present direct and indirect stockholders,
      directors, members, partners, officers, employees, attorneys, agents and
      representatives, and their heirs, executors, administrators, personal
      representatives, successors and assigns, from any and all claims, demands,
      suits, causes of action, liabilities, obligations, judgments, orders, debts,
      liens, contracts, agreements, covenants and causes of action of every kind
      and
      nature, whether known or unknown, suspected or unsuspected, concealed or hidden,
      vested or contingent, in law or equity, existing by statute, common law,
      contract or otherwise, which have existed, may exist or do exist, through and
      including the execution and delivery by Executive of this Agreement (but not
      including Executive’s or the Company’s performance under this Agreement),
      including, without limitation, any of the foregoing arising out of or in any
      way
      related to or based upon:

     

    (i) Executive’s
      application for and employment with the Company, his being a director, an
      officer, or employee of the Company, or the Separation;

     

    (ii) any
      and
      all claims in tort or contract, and any and all claims alleging breach of an
      express or implied, or oral or written, contract, policy manual or employee
      handbook;

     

    (iii) any
      alleged misrepresentation, defamation, interference with contract, intentional
      or negligent infliction of emotional distress, sexual harassment, negligence
      or
      wrongful discharge; or

     

    (iv) any
      federal, state or local statute, ordinance or regulation, including but not
      limited to labor laws or discrimination laws such as Title VII of the Civil
      Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
      1987, as amended by the Older Workers Benefit Protection Act and otherwise
      (the
“ADEA”),
      the
      Family and Medical Leave Act, the Civil Rights Act set forth at 42 U.S.C. §
1981, the Civil Rights Act of 1986, and the Civil Rights Act of
      1991.


    
      
        
        

      

      
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    (b) Acknowledgment
      of Waiver; Disclaimer of Benefits.
      Executive acknowledges and agrees that he is waiving all rights to sue or obtain
      equitable, remedial or punitive relief from the Company of any kind whatsoever,
      including, without limitation, reinstatement, back pay, front pay, attorneys’
fees and any form of injunctive relief. Notwithstanding the above, Executive
      further acknowledges that he is not waiving and is not being required to waive
      any right that cannot be waived by law, including the right to file a charge
      or
      participate in an administrative investigation or proceeding; provided,
      however,
      that
      Executive disclaims and waives any right to share or participate in any monetary
      award resulting from the prosecution of such charge or
      investigation.

     

    (c) Effect
      of Release and Waiver.
      Executive understands and intends that this Section
      6
      constitutes a general release of all claims except as otherwise provided in
      Section
      6(a)
      above,
      and that no reference therein to a specific form of claim, statute or type
      of
      relief is intended to limit the scope of such general release and
      waiver.

     

    (d) Waiver
      of Unknown Claims.
      Executive expressly waives all rights afforded by any statute which limits
      the
      effect of a release with respect to unknown claims. Executive understands the
      significance of his release of unknown claims and his waiver
      of
      statutory protection against a release of unknown claims.

     

    7. Executive’s
      Representations and Covenants Regarding Actions.
      Executive represents, warrants and covenants to the Company that at no time
      prior to or contemporaneous with his execution of this Agreement has he filed
      or
      caused or knowingly permitted the filing or maintenance, in any state, federal
      or foreign court, or before any local, state, federal or foreign administrative
      agency or other tribunal, any charge, claim or action of any kind, nature and
      character whatsoever (“Claim”),
      known
      or unknown, suspected or unsuspected, which he may now have or has ever had
      against the Company. Executive hereby grants the Company his perpetual and
      irrevocable power of attorney with full right, power and authority to take
      all
      actions necessary to dismiss or discharge any such Claim. Executive further
      covenants and agrees that he will
      not
      encourage any person or entity, including but not limited to any current or
      former employee, officer, director or stockholder of the Company, to institute
      any Claim against the Company.

     

    8. No
      Disparaging Remarks.
      Executive hereby covenants to the Company and agrees that he shall
      not, directly or indirectly, make or solicit or encourage others to make or
      solicit any disparaging remarks concerning the Company, or any of their
      products, services, businesses or activities. The
      Company acting by formal statement or through its officers or directors (while
      serving in such capacities), will not, directly or indirectly, make or solicit
      or encourage others to make or solicit any disparaging remarks concerning
      Executive. Notwithstanding the foregoing, nothing in this Agreement shall
      prohibit or restrict any person from providing statements or information that
      such person believes in good faith to be necessary or advisable in connection
      with (i) any legal proceeding or investigation conducted by or at the behest
      of
      the Company, any governmental authority or quasi-governmental authority or
      (ii)
      with the Company’s compliance with any of its legal or regulatory
      obligations.


    
      
        
        

      

      
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    9. Indemnification.
      Company
      expressly acknowledges and affirms its indemnification obligations to Executive,
      as set forth in (i) Section 1.3(g) of the Employment Agreement, (ii) the
      Company’s Certificate of Incorporation, as amended, and (iii) the Company’s
      Amended and Restated By-laws. Such obligations will survive and continue in
      full
      force and effect in accordance with their terms notwithstanding Executive’s
      resignation.
      

     

    10. No
      Conflict of Interest.
      Executive hereby covenants and agrees that he shall not, directly or indirectly,
      incur any obligation or commitment, or enter into any contract, agreement or
      understanding, whether express or implied, and whether written or oral, which
      would be in conflict with his obligations, covenants or agreements hereunder
      or
      which could cause any of his representations
      or warranties made herein to be untrue or inaccurate.

     

    11. Assistance,
      Cooperation, Future Litigation.

     

    (a) Executive’s
      Business Assistance and Cooperation.
      Executive shall make himself reasonably
      available to assist and cooperate with the Company in connection with any
      internal and/or independent review of the Company’s financial policies,
      procedures and activities in respect of all periods during which Executive
      was
      employed by the Company.

     

    (b) Executive’s
      Litigation Assistance and Cooperation.
      Executive acknowledges and affirms his understanding that he may
      be a
      witness in litigation, arbitrations, government or other administrative
      proceedings involving the Company. Executive hereby covenants and agrees to
      testify truthfully in any and all such litigation, arbitrations, government
      or
      administrative proceedings. Executive further covenants and agrees, upon prior
      notice and for no further compensation, to make himself reasonably available
      to
      and otherwise reasonably assist and cooperate with the Company and with its
      respective attorneys and advisors in connection with any such litigation or
      administrative proceeding. The Company will make all reasonable efforts to
      insure that such assistance and cooperation will not materially interfere with
      Executive’s employment and business responsibilities. The Company shall
      reimburse the Executive for out of pocket expenses incurred in his cooperation
      and assistance.

     

    12. Confidentiality.
      Executive asserts that he has
      not
      discussed, and agrees that except as expressly authorized by the Company
      he will
      not
      discuss, this Agreement or the circumstances of his Separation with any employee
      of the Company, and that he will
      take
      affirmative steps to avoid or absent himself from
      any
      such discussion even if he is
      not an
      active participant therein. 

     

    13. Remedies.
      Executive hereby acknowledges and affirms that in the event of any breach by
      Executive of any of his covenants, agreements and obligations hereunder,
      monetary damages would be inadequate to compensate the Company. Accordingly,
      in
      addition to other remedies which may be available to the Company hereunder
      or
      otherwise at law or in equity, the Company shall be entitled to specifically
      enforce such covenants, obligations and restrictions through injunctive and/or
      equitable relief, in each case without the posting of any bond or other security
      with respect thereto. Should any provision hereof be adjudged to any extent
      invalid by any court or tribunal of competent jurisdiction, each provision
      shall
      be deemed modified to the minimum extent necessary to render it
      enforceable.


    
      
        
        

      

      
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    14. Acknowledgment
      of Voluntary Agreement; ADEA Compliance.
      Executive acknowledges that he has entered into this Agreement freely and
      without coercion, that he has been advised by the Company to consult with
      counsel of his choice, that he has had adequate opportunity to so consult,
      and
      that he has been given all time periods required by law to consider this
      Agreement, including but not limited to the 21-day period required by the ADEA
      (the “Consideration
      Period”).
      Executive understands that he may execute this Agreement less than 21 days
      from
      its receipt from the Company, but agrees that such execution will represent
      his
      knowing waiver of such Consideration Period. Executive further acknowledges
      that
      within the 7-day period following his execution of this Agreement (the
“Revocation
      Period”),
      he
      shall have the unilateral right to revoke this Agreement, and that the Company’s
      obligations hereunder shall become effective only upon the expiration of the
      Revocation Period without Executive’s revocation hereof. In order to be
      effective, notice of Executive’s revocation of this Agreement must be received
      by the Company in writing on or before the last day of the Revocation
      Period.

     

    15. Complete
      Agreement; Inconsistencies.
      This
      Agreement, the Plan, the Equity Agreements (to the extent awards are vested
      as
      of the date hereof) and the Employment Agreement (solely to the extent
      provisions thereof are incorporated herein), constitute the complete and entire
      agreement and understanding of the Parties with respect to the subject matter
      hereof, and supersedes in its entirety any and all prior understandings,
      commitments, obligations and/or agreements, whether written or oral, with
      respect thereto; it being understood and agreed that this Agreement and
      including the mutual covenants, agreements, acknowledgments and affirmations
      contained herein, is intended to constitute a complete settlement and resolution
      of all matters set forth in Section
      6
      hereof.
      In the event of any conflict or inconsistencies between the terms of this
      Agreement and the Plan, the Equity Agreements and the Employment Agreement,
      the
      terms of this Agreement shall govern.

     

    16. No
      Strict Construction.
      The
      language used in this Agreement shall be deemed to be the language mutually
      chosen by the Parties to reflect their mutual intent, and no doctrine of strict
      construction shall be applied against any Party.

     

    17. Third
      Party Beneficiaries.
      Executive’s heirs or assigns also are intended third-party beneficiaries with
      respect to the payments set forth in Section
      4
      of this
      Agreement in the event of Executive’s death, and this Agreement may be enforced
      by each of them in accordance with the terms of that Section
      4
      in
      respect of the rights granted to such heirs or assigns therein. Except and
      to
      the extent set forth in the preceding two sentences, this Agreement is not
      intended for the benefit of any person other than the Parties, and no such
      other
      person shall be deemed to be a third party beneficiary hereof. Without limiting
      the generality of the foregoing, it is not the intention of the Company to
      establish any policy, procedure, course of dealing or plan of general
      application for the benefit of or otherwise in respect of any other employee,
      officer, director or stockholder, irrespective of any similarity between any
      contract, agreement, commitment or understanding between the Company and such
      other employee, officer, director or stockholder, on the one hand, and any
      contract, agreement, commitment or understanding between the Company and
      Executive, on the other hand, and irrespective of any similarity in facts or
      circumstances involving such other employee, officer, director or stockholder,
      on the one hand, and Executive, on the other hand.


    
      
        
        

      

      
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    18. Tax
      Withholdings.
      Notwithstanding any other provision herein, the Company shall be entitled to
      withhold from any amounts otherwise payable hereunder to Executive any amounts
      required to be withheld in respect of federal, state or local
      taxes.

     

    19. Notices.
      All
      notices, consents, waivers and other communications required or permitted by
      this Agreement shall be in writing and shall be deemed given to a Party when:
      (a) delivered to the appropriate address by hand or by nationally
      recognized overnight courier service (costs prepaid); (b) sent by facsimile
      or
      e-mail with confirmation of transmission by the transmitting equipment; or
      (c) three (3) days following mailing by certified or registered mail,
      postage prepaid and return receipt requested, in each case to the following
      addresses, facsimile numbers or e-mail addresses and marked to the attention
      of
      the Party (by name or title) designated below (or to such other address,
      facsimile number, e-mail address or person as a Party may designate by notice
      to
      the other Parties):

     

    If
      to the
      Company:

     

    NexCen
      Brands, Inc.

    1330
      Avenue of the Americas

    34th
      Floor

    New
      York,
      NY 10019

    Attn:   
      Sue
      Nam,
      General Counsel

    Ph:     
      (212)
      277-1154

    Fax:    (212)
      247-7132

     

    With
      a
      mandatory copy to:

     

    Kirkland &
      Ellis LLP

    655
      Fifteenth Street, N.W.

    Washington,
      DC 20005

    Attn:   
      Mark
      Director, Esq. 

    Ph:      (202)
      879-5000

    Fax:    (202)
      879-5200

     

    If
      to
      Executive:

     

    James
      Haran

    21
      Club
      Drive

    Massapequa,
      NY 11758

    Ph.
      (516)
      795 0170

    Fax
      (516)
      795 0985

     

    20. Governing
      Law.
      All
      issues and questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New York, without giving effect to
      any
      choice of law or conflict of law rules or provisions that would cause the
      application hereto of the laws of any jurisdiction other than the State of
      New
      York. In furtherance of the foregoing, the internal law of the State of New
      York
      shall control the interpretation and construction of this Agreement, even though
      under any other jurisdiction’s choice of law or conflict of law analysis the
      substantive law of some other jurisdiction may ordinarily
      apply.


    
      
        
        

      

      
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    21. Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall otherwise remain in full force and effect.

     

    22. Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which shall be
      deemed to be an original and all of which taken together shall constitute one
      and the same agreement.

     

    23. Successors
      and Assigns.
      The
      Parties’ obligations hereunder shall be binding upon their successors and
      assigns. The Parties’ rights shall inure to the benefit of, and be enforceable
      by, any of the Parties’ respective successors and assigns. The Company may
      assign all rights and obligations of this Agreement to any successor in interest
      to the assets of the Company. In the event that the Company is dissolved, all
      obligations of the Company under this Agreement shall be provided for in
      accordance with applicable law.

     

    24. Amendments
      and Waivers.
      Except
      with respect to any non-competition or similar post-employment restrictions,
      which shall be subject to modification by a court of competent jurisdiction
      pursuant to their express terms (as may be modified herein), no amendment to
      or
      waiver of this Agreement or any of its terms shall be binding upon any Party
      unless consented to in writing by such Party.

     

    25. Headings.
      The
      headings of the Sections and subsections hereof are for purposes of convenience
      only, and shall not be deemed to amend, modify, expand, limit or in any way
      affect the meaning of any of the provisions hereof.

     

    26. Disputes.
      Except
      as set forth in this paragraph, any dispute, claim or difference arising out
      of
      this Agreement will be settled exclusively by binding arbitration in accordance
      with the rules of the Federal Mediation and Conciliation Service (“FMCS”).
      The
      arbitration will be held New York City unless Executive and the Company mutually
      agree otherwise. Nothing contained in this Section
      26
      will be
      construed to limit or preclude a Party from bringing any action in any court
      of
      competent jurisdiction for injunctive or other provisional relief to compel
      another party to comply with its obligations under this Agreement or any other
      agreement between or among the Parties during the pendency of the arbitration
      proceedings. Subject to the proviso in this sentence below, each Party shall
      bear its own costs and fees of the arbitration, and the fees and expenses of
      the
      arbitrator will be borne equally by the Parties unless the arbitrator determines
      that any Party has acted in bad faith, in which event the arbitrator shall
      have
      the discretion to require any one or more of the Parties to bear all or any
      portion of fees and expenses of the Parties and/or the fees and expenses of
      the
      arbitrator; provided,
      however,
      that
      with respect to claims that, but for this mandatory arbitration clause, could
      be
      brought against the Company under any applicable federal or state labor or
      employment law (“Employment
      Law”),
      the
      arbitrator shall be granted and shall be required to exercise all discretion
      belonging to a court of competent jurisdiction under such Employment Law to
      decide the dispute, whether such discretion relates to the provision of
      discovery, the award of any remedies or penalties, or otherwise. As to claims
      not relating to Employment Laws, the arbitrator shall have the authority to
      award any remedy or relief that a Court of the State of New York could order
      or
      grant. The decision and award of the arbitrator shall be in writing and copies
      thereof shall be delivered to each Party. The decision and award of the
      arbitrator shall be binding on all Parties. In rendering such decision and
      award, the arbitrator shall not add to, subtract from or otherwise modify the
      provisions of this Agreement. Either Party to the arbitration may seek to have
      the ruling of the arbitrator entered in any court having jurisdiction thereof.
      Each Party agrees that it will not file suit, motion, petition or otherwise
      commence any legal action or proceeding for any matter which is required to
      be
      submitted to arbitration as contemplated herein except in connection with the
      enforcement of an award rendered by an arbitrator and except to seek the
      issuance of an injunction or temporary restraining order pending a final
      determination by the arbitrator. Upon the entry of any order dismissing or
      staying any action or proceeding filed contrary to the preceding sentence,
      the
      Party which filed such action or proceeding shall promptly pay to the other
      Party the reasonable attorney’s fees, costs and expenses incurred by such other
      Party prior to the entry of such order. All aspects of the arbitration shall
      be
      considered confidential and shall not be disseminated by any Party with the
      exception of the ability and opportunity to prosecute its claim or assert its
      defense to any such claim. The arbitrator shall, upon request, issue all
      prescriptive orders as may be required to enforce and maintain this covenant
      of
      confidentiality during the course of the arbitration and after the conclusion
      of
      same so that the result and underlying data, information, materials and other
      evidence are forever withheld from public dissemination with the exception
      of
      its subpoena by a court of competent jurisdiction in an unrelated proceeding
      brought by a third party.


    
      
        
        

      

      
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    27. EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
      LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT
      (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO
      OR
      IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE,
      INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH
      PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION,
      PERFORMANCE OR ENFORCEMENT HEREOF.

     

    *
      * * *
      *


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties have executed this Separation and General Release
      Agreement effective as of the date of the first signature affixed below or
      as
      otherwise provided in this Agreement.

     

    READ
      CAREFULLY BEFORE SIGNING

     

    I
      have
      read this Separation and General Release Agreement and have had the opportunity
      to consult legal counsel prior to my signing of this Agreement. 

     

    
      	
              DATED:
                August
                15, 2008

            	
              By:

            	
              /s/
                James Haran

            
	 	 	
              James
                Haran

            
	 	 	 
	
              DATED:
                August
                14, 2008

            	
              NexCen
                Brands, Inc.

            
	 	 
	 	
              By:

            	
              /s/
                Kenneth J. Hall

            
	 	
              Name:
                Kenneth J. Hall

            
	 	
              Title:  
                Executive Vice President, Chief

            
	 	
              Financial
                Officer and Treasurer