EXECUTION
      COPY 


    Separation
      Agreement

     

    This
      Separation Agreement (this “Agreement”)
      is
      made as of this 15th day
      of
      August, 2008 by and between NexCen Brands, Inc. (the “Company”)
      and
      Robert W. D’Loren (“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 desires to voluntarily resign as a director, an officer and employee
      of the Company (the “Separation”)
      effective as of August 15, 2008 (the “Separation
      Date”);

     

    WHEREAS,
      the Parties’ rights and obligations with respect to certain incentive equity
      interests in the Company held by Executive 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
      that certain Stock Purchase Warrant dated June 6, 2006, by and between the
      Company and Executive (the “Warrant
      Agreement,”
and
      with the Option Agreement, collectively, the “Incentive
      Equity Agreements”);
      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 a director, 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 and as a fiduciary of any benefit plan
      of
      the Company as of the Separation Date. The
      Company expressly waives its right to 90 days written 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 hereby voluntarily resigns his
      position as a director, 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 and as a
      fiduciary of any benefit plan of the Company or its subsidiaries. Executive
      hereby waives any grounds that would constitute resignation for “Good Reason”
(as defined in Section 2.1 of the Employment Agreement). Executive hereby
      relinquishes his proxy to act as the designated proxy holder pursuant to any
      voting agreement under which Executive is currently named as the designated
      proxy holder (excluding any shares owned directly by him or for which he is
      the
      beneficial owner) and designates any authorized officer as the board of
      directors of the Company may appoint in his stead without further action.
      Executive acknowledges that he will have no authority or right to vote or act
      by
      written consent any shares covered by such voting agreements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Press
      Release.
      The
      Company and Executive agree that the Company shall issue a press release
      substantially in the form attached hereto as Exhibit A promptly following the
      execution of this Agreement.

     

    4. Payments
      Upon and After the Separation; Other Benefits.

     

    (a) Final
      Payment.
      On the
      next regular payroll date following the Separation Date, Executive shall receive
      a lump sum payment of $13,415.69, which is equal to (i) final wages (including
      any salary amounts temporarily deferred by Executive, any accrued unused
      vacation pay, and any other employment compensation (totaling
      $173,557.03)
      owned
      for services performed for the Company (the “Wage
      Payment”)
      plus
      (ii) expense reimbursement and other credits due and owing to Executive
      (totaling
      $86,759.53),
      less
      (iii) $172,058.36
      (the
“Net
      Executive Reimbursement”),
      which
      shall be final adjustment and settlement of credits and debits between the
      Executive and the Company without necessarily the Executive’s agreement on the
      substance thereof;
      provided, however, that the Executive acknowledges that the Wage Payment
has
      been
      adjusted for
      applicable federal, state and local tax withholdings before being reduced by
      the
      Net Executive Reimbursements. Executive represents and warrants that he has
      cancelled all accounts used by Executive or any Company employees for the
      conduct of Company business. The Company represents and warrants that it has
      instructed Company employees to cease using Executive’s accounts and credit
      cards for Company business, and has taken commercially reasonable steps to
      end
      all charges previously being applied to Executive’s accounts. Executive
      acknowledges that he is not entitled to any wages or reimbursement other than
      as
      set forth above.

     

    (b) No
      Severance Benefits.
      Executive
      hereby acknowledges that as a result of his voluntary resignation, he is not
      entitled to (i) Severance Payments, pursuant to Section 1.4(b) of the Employment
      Agreement, (ii) severance under any other severance plan program or arrangement
      of the Company or (iii) any Benefits (as defined in Section 1.3(g) of the
      Employment Agreement) after the Termination Date,
      except
      as set forth in Section 1.4 (g) of the Employment Agreement or as provided
      herein. 

     

    (c) Stock
      Options and Warrants.
      The
      Parties agree that as of the Separation Date Executive has 1,724,649 vested
      options and warrants. Pursuant to the terms of the Incentive Equity Agreements,
      vested options and warrants will remain exercisable for 90 days following the
      Separation Date. Except for the foregoing, all unvested options and warrants
      granted previously to Executive prior to the Separation Date shall be forfeited
      immediately.

     

    (d) Medical
      Continuation; COBRA and COBRA Premium Payments.
      Executive shall be entitled to continue to participate in the Company’s group
      medical plan(s) on the same basis as he previously participated for a one-year
      period following the Separation Date; provided that if Executive becomes
      eligible for health insurance coverage from another employer, any such coverage
      by the Company shall cease (the “Medical
      Continuation Period”).
      Executive shall be required promptly to notify the Company of his eligibility
      for health insurance coverage from another employer. Upon termination of the
      Medical Continuation Period, as required by the continuation coverage provisions
      of Section 4980B of the U. S. Internal Revenue Code of 1986, as amended
      (“the
      Code”),
      Executive shall be offered the opportunity to elect continuation coverage,
      at
      his sole expense, under the group medical plan(s) of the Company (“COBRA
      coverage”).
      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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e) Key
      Man Insurance.
      The
      Company hereby agrees to cancel any “key man” or similar life insurance policy
      with respect to Executive of which the Company or any of its subsidiaries is
      the
      beneficiary, effective as of the Separation Date.

     

    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 six (6) months. The Company
      acknowledges and affirms that, except as expressly set forth herein, there
      are
      no other contractual or similar restrictions on Executive’s post-employment
      activities. In the event of Executive’s material 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. Property. The
      Company expressly acknowledges that the personal effects located and identified
      as such on Exhibit B is the property of Executive and the Parties agree that
      such property and Executive’s other personal possessions and personal papers
      shall be removed by, or at the direction of, Executive within seven (7) days
      following the Separation Date. The Parties acknowledge that the automobile
      set
      forth on Exhibit C is owned by Executive. Following the Separation Date,
      Executive expressly agrees to pay, discharge and perform when due all of the
      obligations related to such automobile and to indemnify and hold the Company
      harmless from any obligations or liabilities in respect of such automobile
      thereafter. The Parties acknowledge that certain computer equipment and
      ancillary devices owned by the Company and set forth on Exhibit B will be
      purchased from the Company by Executive and that such costs is included in
      the
      Net Executive Reimbursement amount owed by Executive pursuant to Section 4(a)
      of
      this Agreement.

     

    7. No
      Disparaging Remarks. Executive
      hereby covenants to the Company and agrees that he will
      not,
      directly or indirectly, make or solicit or encourage others to make or
      solicit
      (publicly or that reasonably could be expected to become publicly
      known)
      any
      disparaging remarks concerning the Company, its subsidiaries, any current or
      former officers, directors, employees, or any of its products, services,
      businesses or activities. None of the Company, its subsidiaries or their
      respective executive officers or directors
      (but
      only for so long as they are employed by or otherwise serving the Company or
      its
      subsidiaries) will, directly or indirectly, make or solicit or encourage others
      to make or solicit
      (publicly or that reasonably could be expected to become publicly
      known)
      any
      disparaging remarks concerning Executive. Notwithstanding anything to the
      contrary contained herein, 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 any
      investigation
      conducted by or at the behest of the Company, any governmental or
      quasi-governmental authority or any third parties
      (ii)
compliance
      with any legal
      or
      regulatory obligations
      or (iii)
      statements believed in good faith to be truthful that are made or provided
      in
      order to rebut or clarify statements made about such party.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    8. Assistance,
      Cooperation, Future Litigation. Executive
      agrees that for a period of six (6) months following the Separation Date, upon
      request by the Company, Executive shall reasonably cooperate with the Company
      in
      connection with any matters Executive worked on during his employment with
      the
      Company and any related transitional matters. In addition, from the Separation
      Date and thereafter, Executive agrees to reasonably cooperate with the Company
      in the investigation or defense of any claims, actions, litigations,
      arbitrations, investigations, audits or proceedings, whether initiated by any
      governmental authority, private party or the Company, that may be made by or
      against the Company that affect Executive’s prior areas of responsibility or
      involve matters about which Executive has knowledge, except if Executive’s
      reasonable interests are adverse to the Company in such matter, and provided
      that such level of cooperation shall be reasonable and shall take due account
      of
      Executive’s work and personal commitments. The Company agrees to promptly
      reimburse Executive for all of Executive’s reasonable travel and other direct
      expenses incurred, or to be reasonably incurred, to comply with Executive’s
      obligations under this Section
      8.

     

    9. Indemnification.
      Company
      expressly acknowledges and affirms its obligations
      as to indemnification,
      advancement of legal fees and directors and officer liability
      insurance
      to
      Executive, as and
      to
      the
extent
      set
      forth in (i)
      Section 1.3(i) of the Employment Agreement, (ii) the Company’s Certificate of
      Incorporation, as amended (“Articles”),
      (iii)
      the
      Company’s Amended and Restated By-laws (“By-laws”)
      and
      (iii) any
      voting or registration agreements to which the Company entered into in
      connection with acquisitions, or (iv) at law.
      Such
      obligations will survive and continue in full force and effect in accordance
      with their terms notwithstanding Executive’s resignation. Advancement
      of expenses pursuant to such letters will be made pursuant to the Company’s
      Articles and By-laws, subject to Executive’s obligations to repay the Company
      under certain circumstances.

     

    10. Governmental
      Filings.
      The
      Company and Executive each acknowledge and agree that the Company expects it
      will be required to disclose in a Current Report on Form 8-K and other filings
      with the Securities Exchange Commission the material terms of this Agreement
      and
      attaching as an exhibit to such filings a copy of this Agreement (including
      the
      press release), and they each hereby consent to such filings and
      disclosures.

     

    11. Complete
      Agreement; Inconsistencies.
      This
      Agreement, the Plan, the Incentive 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 this Agreement. For clarity and not by way of
      limitation, nothing herein shall impact in any manner the Executive’s equity
      interests in the Company (other than the incentive equity interests as
      specifically provided herein) or the Registration Rights Agreement dated June
      6,
      2006; provided that Executive for himself and his affiliates, heirs, successors,
      and assigns agree that the Blackout Period (as defined in such agreement) shall
      be extended until such time that all filings required to be made by the Company
      are current. The Parties acknowledge that the Employment Period (as defined
      in
      Section 1.1 of the Employment Agreement) is hereby terminated as of the
      Separation Date. In the event of any conflict or inconsistencies between the
      terms of this Agreement and the Plan, the Incentive Equity Agreements and the
      Employment Agreement, the terms of this Agreement shall govern.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    12. 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.

     

    13. No
      Third Party Beneficiaries.
      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.

     

    14. 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.

     

    15. 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):

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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:

    


    Robert
      W.
      D’Loren

    c/o
      Proskauer Rose, LLP

    1585
      Broadway

    NYC,
      NY
      10036

    Attn:
      Michael S. Sirkin

    


    16. 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.

     

    17. 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.

     

    18. 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.

     

    19. 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 and
      shall assign all rights and obligations of this Agreement to any successor
      in
      interest to the assets of the Company, and such successor in interest shall
      promptly deliver to Executive a written assumption of the obligations hereunder.
      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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    20. 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.

     

    21. 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.

     

    22. Disputes.
      Except
      as set forth in this paragraph or with regard to any rights of indemnification,
      advancement of legal fees or directors and officers liability insurance; any
      dispute, claim or difference arising out of this Agreement will be settled
      exclusively by binding arbitration in accordance with the rules of JAMS. The
      arbitration will be held New York City unless Executive and the Company mutually
      agree otherwise. Nothing contained in this Section
      22
      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. 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 or as otherwise excepted above. 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.
      Section
      3.12 of the Employment Agreement shall be of no further force or
      effect.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    23. 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.

     

    *
      * * *
      *


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


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


     

    
      	
              DATED:
                August 15, 2008

            	
              By:

            	 	
              /s/
                Robert W. D’Loren

            
	 	 	
              Robert
                W. D’Loren

            


    

     

    
      	
              DATED:
                August 15, 2008

            	
              NexCen
                Brands, Inc.

            
	 	 
	 	
              By:

            	
              /s/
                Kenneth J. Hall

            
	 	
              Name:

            	
              Kenneth
                J. Hall

            
	 	
              Title:
                

            	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A - Press Release

    


    NexCen
      Brands Announces

    Resignation
      of CEO Robert W. D’Loren

    


    Kenneth
      J. Hall Appointed CEO

    


    NEW
      YORK –
      August [_], 2008 –
NexCen
      Brands, Inc. (NASDAQ: NEXC), today announced that Robert W. D’Loren has resigned
      as Chief Executive Officer and President and as a member of the Company’s Board
      of Directors, effective August 15, 2008. Kenneth J. Hall, currently Executive
      Vice President, Chief Financial Officer and Treasurer,
      has
      been appointed Chief Executive Officer.

    


    “We
      are
      pleased to have Ken take on the role of CEO,” stated David S. Oros, Chairman of
      NexCen Brands. “We are confident in his ability to lead NexCen as the Company
      works to complete a restructuring of its financing arrangements and continues
      to
      execute the business restructuring plan initiated in May, which focuses on
      our
      franchising business.”

    


    Mr.
      Hall
      is a seasoned executive with more than 25 years of cross-functional operating,
      strategic and financial leadership experience for public and private companies
      across a variety of industries. As an executive of middle-market global
      companies with revenues up to $1 billion, his experience has spanned all core
      operations and market sectors. He has held executive leadership positions with
      NYSE and NASDAQ-listed companies as well as private companies, including Global
      DirectMail, Icon CMT Corp., the National Football League, and Mercator Software,
      where he helped lead its financial turnaround following a financial restatement
      and SEC investigation. Prior to joining NexCen, Mr. Hall most recently served
      as
      Chief Financial Officer and Treasurer of Seevast Corp, a leading online-media
      holding company comprised of ad networks, Pulse 360 and Kanoodle, as well as
      a
      domain asset management company, Moniker, for which Mr. Hall led a successful
      sale process.

    


    Mr.
      Hall
      holds a B.S. in Finance from Lehigh University and a M.B.A. from Golden Gate
      University. He is a member of the National Association of Corporate Directors.
      

    


    The
      Company plans to commence a search for a new Chief Financial
      Officer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Personal
      Effects:

    


    Dog
      Theme
      Lamp

    


    Polo
      Lamp

    


    All
      art
      and photos in office

    


    Bill
      Blass and Peter Max Photo

    


    Couch
      and
      pillows

    


    5
      chairs

    


    Desk
      and
      desk chair

    


    Computer
      table

    


    Coffee
      table

    


    (1)
      lamp
      end table

    


    (2)
      garbage cans (ledger books)

    


    Trolley
      (shelf unit)

    


    Umbrella
      stand

    


    Stark
      carpet

    


    Super
      Bowl art

    


    Computer
      Equipment and Ancillary Devices:

    


    (2)
      Laptop Computers

    


    (1)
      Blackberry

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C - Automobile

    


    2008
      Black Chevrolet Van

    VIN
      Number: 1GBGG25K281143770