OMNIBUS
      AMENDMENT

     

    THIS
      OMNIBUS AMENDMENT, dated as of January 29, 2008 (this “Amendment”)
      is
      entered into by and among the Transaction Parties (defined below) and relates
      to
      the following documents (the “Documents”):
      

     

    
      	 	
              (1)
                

            	
              the
                Security Agreement, dated as of March 12, 2007 (as the same has been
                amended, modified or otherwise supplemented from time to time, the
                “Security
                Agreement),
                by and among NexCen Holding Corporation, as Issuer (the “Issuer”),
                BTMU Capital Corporation, as Agent (the “Agent”),
                and certain subsidiary borrowers parties thereto, including Athlete’s Foot
                Brands, LLC (“AF
                Brands”),
                WV IP Holdings, LLC (“WV
                Brands”),
                Bill Blass Jeans, LLC (“BBJ”),
                Bill Blass International, LLC (“BBI”),
                PT Franchise Brands, LLC (“PT
                Brands”),
                PT Franchising, LLC (“PT
                Franchising”),
                PM Franchise Brands, LLC (“PM
                Brands”),
                PM Franchising, LLC (“PM
                Franchising”),
                Marble Slab Franchise Brands, LLC (“MS
                Brands”),
                Marble Slab Franchising, LLC (“MS
                Franchising”),
                MaggieMoo’s Franchise Brands, LLC (“MM
                Brands”)
                and MaggieMoo’s Franchising, LLC (“MM
                Franchising”,
                together with AF Brands, WV Brands, BBJ, BBI, PT Brands, PT Franchising,
                PM Brands, PM Franchising, MS Brands, MS Franchising and MM Brands,
                the
                “Co-Issuers”)
                made party thereto by execution of certain security agreement supplements
                (collectively, the “Security
                Agreement Supplements”);

            


    

     

    
      	 	
              (2)
                

            	
              the
                Note Funding Agreement, dated as of March 12, 2007 (as the same has
                been
                amended, modified or otherwise supplemented from time to time, the
                “Note
                Funding Agreement”),
                by and among the Issuer, the Co-Issuers, as subsidiary borrowers
                party
                thereto, Victory Receivables Corporation, as lender (the “Lender”),
                and the Agent;

            


    

     

    
      	 	
              (3)
                

            	
              the
                Franchise Management Agreement, dated as of March 12, 2007 (as the
                same
                has been amended, modified or otherwise supplemented from time to
                time,
                the “AF
                Franchise Management Agreement”),
                by and between NexCen Franchise Management, Inc. (the “Franchise
                Manager”)
                and AF Brands;

            


    

     

    
      	 	
              (4)
                

            	
              the
                Issuer Management Agreement, dated as of March 12, 2007 (as the same
                has
                been amended, modified or otherwise supplemented from time to time,
                the
                “Issuer
                Management Agreement”),
                by and between the Franchise Manager and the
                Issuer;

            


    

     

    
      	 	
              (5)
                

            	
              the
                Amended and Restated Brand Management Agreement, dated as of May
                1, 2007
                (as the same has been amended, modified or otherwise supplemented
                from
                time to time, the “BB
                Brand Management Agreement”),
                by and among NexCen Brand Management, Inc. (the “Brand
                Manager”,
                together with the Issuer, the Agent, the Lender, the Co-Issuers and
                the
                Franchise Manager, the “Transaction
                Parties”),
                the Issuer, BBI and BBJ;

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (6)
                

            	
              the
                Amended and Restated Brand Management Agreement, dated as of August
                2,
                2007 (as the same has been amended, modified or otherwise supplemented
                from time to time, the “WV
                Brand Management Agreement”),
                by and between the Brand Manager and WV Brands;


            


    

     

    
      	 	
              (7)

            	
              the
                Amended and Restated Franchise Management Agreement, dated as of
                September
                7, 2007 (as the same has been amended, modified or otherwise supplemented
                from time to time, the “PT
                Franchise Management Agreement”),
                by and among the Franchise Manager, PT Brands and PT
                Franchising;

            


    

     

    
      	 	
              (8)

            	
              the
                Amended and Restated Franchise Management Agreement, dated as of
                September
                7, 2007 (as the same has been amended, modified or otherwise supplemented
                from time to time, the “PM
                Franchise Management Agreement”),
                by and among the Franchise Manager, PM Brands and PM
                Franchising;

            


    

     

    
      	 	
              (9)

            	
              the
                Amended and Restated Franchise Management Agreement, dated as of
                November
                8, 2007 (as the same has been amended, modified or otherwise supplemented
                from time to time, the “MS
                Franchise Management Agreement”),
                by and among the Franchise Manager, MS Brands and MS
                Franchising;

            


    

     

    
      	 	
              (10)

            	
              the
                Amended and Restated Franchise Management Agreement, dated as of
                November
                8, 2007 (as the same has been amended, modified or otherwise supplemented
                from time to time, the “MM
                Franchise Management Agreement”),
                by and among the Franchise Manager, MM Brands and MM Franchising;
                and

            


    

     

    
      	 	
              (11)

            	
              any
                other ancillary documents, agreements, supplements and/or certificates
                entered into or delivered in connection with the
                foregoing.

            


    

     

    RECITALS

     

    WHEREAS,
      the Transaction Parties agree to amend certain provisions of the
      Documents;

     

    NOW,
      THEREFORE, in consideration of the mutual promises hereinafter set forth, and
      for other good and adequate consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Transaction Parties hereby agree as
      follows:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      1.01. Defined
      Terms.

     

    Capitalized
      terms used but not defined or modified in this Amendment shall have the
      respective meanings assigned to them in the Standard Definitions attached as
      Annex A to each of the Documents, as amended by this Amendment (the
“Standard
      Definitions”).

     

    Section
      2.01. Amendments to the Standard Definitions.

     

    (a) The
      following definitions shall be added to the Standard Definitions:

     

    “Cost
      of Goods”:
      Shall
      mean the actual costs on a cash basis of ingredients, utilities and other direct
      and indirect costs incurred by GAC Manufacturing, LLC to provide Ancillary
      Products (as defined in the Manufacturing Agreement) or produce cookie dough
      to
      be sold to GAC Supply, LLC, but shall exclude any labor and employee benefit
      costs. For the avoidance of doubt, “Cost of Goods” shall not include any portion
      of the purchase price paid by franchisees that represents any margin, as
      determined by the Supply Manager in accordance with its customary policies
      and
      procedures. 

     

    “Factory
      Borrower”:
      Each
      of GAC Supply, LLC and GAC Manufacturing, LLC.

     

    “Factory
      Note”:
      That
      certain Note issued under the Security Agreement by the Issuer and the Factory
      Borrowers.

     

    “Factory
      and Supply Distributable Cash”:
      For
      each Factory Borrower and each Payment Date, the amount deposited into the
      Issuer Collection Account from such entity’s Co-Issuer Collection Account in
      accordance with Section 3.1.1. of the related Security Agreement
      Supplement.

     

    “Franchise
      Subsidiary Borrower Distributable Cash”:
      For
      each Franchise Subsidiary Borrower and each Payment Date, the amount deposited
      into the Issuer Collection Account from such Franchise Subsidiary’s Co-Issuer
      Collection Account in accordance with Section 3.1.1. of the related Security
      Agreement Supplement.

     

    “GAC
      Entities”:
      Shall
      mean GAC Franchise Brands, LLC, GAC Franchising, LLC, GAC Manufacturing, LLC
      and
      GAC Supply, LLC.

     

    “GAC
      Manufacturing Operating Account”:
      Shall
      mean the bank account of GAC Manufacturing, LLC at Bank of America, account
      number 004832054288.

     

    “Manufacturing
      Agreement”:
      That
      certain Manufacturing Agreement, dated as of January 29, 2008, between GAC
      Manufacturing, LLC and GAC Supply, LLC.

     

    “Restricted
      Vendor Supply Funds”:
      Shall
      mean funds provided under a Vendor Supply Arrangement (which may be up front
      fees), (a) with specific requirements for use of such funds or (b) otherwise
      Unrestricted Vendor Supply Funds for which the Agent grants its written consent
      to be treated as “Restricted Vendor Supply Funds”.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Security
      Deed”:
      That
      certain Deed to Secure Debt, Assignment of Rent, Leases and Profits, and
      Security Agreement, dated as of January 29, 2008, by GAC Manufacturing, LLC
      to
      the Agent, as agent for the Lender.

     

    “Subordinate
      Franchise Management Fee”:
      With
      respect to each Payment Date and each applicable Co-Issuer, and subject to
      the
      provisions of Section 2.2 of the applicable Management Agreement, an amount
      not
      to exceed the lesser of the sum for each Co-Issuer of (a) the actual Manager
      Costs incurred by the Franchise Manager for such Co-Issuer for the immediately
      preceding Collection Period less the Management Fees paid to the Franchise
      Manager in the then-current period and (b) the revenues received from such
      Co-Issuer during such Collection Period and deposited to the Issuer Collection
      Account pursuant to Section 3.1.1 of the applicable Security Agreement
      Supplement multiplied by that Subordinate Management Fee Percentage for such
      Co-Issuer as specified below or in Section 2.1 of the relevant Security
      Agreement Supplement; provided, however, that prior to the occurrence of a
      Manager Event of Default or a Manager Qualification Event (or an event which
      but
      for the giving of notice and/or lapse of time would result in a Manager Event
      of
      Default or Manager Qualification Event) with respect to any applicable
      Co-Issuer, the revenues received from such Co-Issuer during such Collection
      Period and deposited to the Issuer Collection Account pursuant to Section 3.1.1
      of the applicable Security Agreement Supplement multiplied by that Subordinate
      Management Fee Percentage for such Co-Issuer as specified below or in Section
      2.1 of the relevant Security Agreement Supplement shall be the amount paid
      to
      the Franchise Manager as its Subordinate Franchise Management Fee, subject
      to
      adjustment as necessary to result in the proper Subordinate Franchise Management
      Fee ultimately being paid in accordance with Section 2.2 of the applicable
      Management Agreement. With respect to Athlete’s Foot Brands, LLC, PT Franchise
      Brands, LLC, PT Franchising, LLC, PM Franchise Brands, LLC, PM Franchising,
      LLC,
      Marble Slab Franchise Brands, LLC, Marble Slab Franchising, LLC, MaggieMoo’s
      Franchise Brands, LLC and MaggieMoos’ Franchising, LLC, the Subordinate
      Management Fee Percentage shall be 10%. 

     

    “Supply
      and License Agreement”:
      That
      certain Supply and License Agreement, dated as of January 29, 2008, by and
      between GAC Supply, LLC and GAC Franchising, LLC.

     

    “Supply
      Manager”:
      NB
      Supply Management Corp., a wholly-owned subsidiary of NexCen Brands.


     

    “Supply
      Management Agreement”:
      Those
      certain management agreements entered into by and between the Supply Manager
      and
      the Factory Borrowers, satisfactory to the Agent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Supply
      Management Fee”:
      Shall
      have the meaning set forth in the applicable Supply Management
      Agreement.

     

    “Unrestricted
      Vendor Supply Funds”:
      Shall
      mean funds provided under a Vendor Supply Arrangement with no specific
      requirements for the use of such funds.

     

    “Vendor
      Supply Arrangement”:
      Shall
      mean any arrangement, written or oral, which provides for the payment of funds
      in the forms of rebates or other similar payments from vendors who sell goods
      to
      Franchisees or Licensees based on purchases of products, supplies or services
      by
      Franchisees or Licensees of more than one Co-Issuer, including, but not limited
      to, volume based products rebates, pouring rights arrangements and payments
      for
      promotion of a vendor’s products, supplies or services.

     

    (b) The
      following definitions shall be amended by deleting the current definitions
      and
      replacing the same in their entirety as follows:

     

    “Management
      Agreement”:
      The
      Issuer Management Agreement, Brand Management Agreement, the Supply Management
      Agreement and/or the Franchise Management Agreement, as the context may
      require.

     

    “Management
      Fee”:
      Any of
      the Brand Management Fee, the Franchise Management Fee or the Supply Management
      Fee, as applicable.

     

    “Manager”:
      The
      Franchise Manager, the Brand Manager, the Supply Manager and/or the Issuer
      Manager, as the case may be.

     

    “Manager
      Costs”:
      With
      respect to a Management Agreement (other than a Supply Management Agreement,
      or,
      in the case of the Pretzel Entities, with respect to the Pretzel Management
      Agreements, or in the case of the Ice Cream Entities, with respect to the Ice
      Cream Management Agreements) all expenses incurred by the Brand Manager or
      the
      Franchise Manager, as the case may be, (other than Manager Expenses) to enhance
      the value of the Assets, to market, develop and exploit the Trademarks, to
      develop and enter into new Licenses and service and collect all Licenses and
      other similar activities, including collection, accounting and tax services
      whether performed directly or by third parties, all as specified in reasonable
      detail in the applicable Manager’s financial statements delivered pursuant to
      Section 6.1(a) of the applicable Management Agreement. With respect to the
      Factory Borrowers and their Supply Management Agreements, all expenses incurred
      by the Supply Manager to enhance the value of the Manufacturing Assets or the
      Supply Assets (each as defined in the applicable Supply Management Agreement),
      as the case may be, to service and collect all agreements and other similar
      activities, including collection, accounting and tax services whether performed
      directly or by third parties, all as specified in reasonable detail in the
      Supply Manager’s financial statements delivered pursuant to Section 6.1(a) of
      the applicable Supply Management Agreement. 

     

    “Maximum
      Facility Balance”:
      $181,000,000.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Note
      Co-Issuer DSCR”: With
      respect to any Payment Date and any Co-Issuer, the ratio of the Rolling 6 Month
      Revenues (not on an aggregate basis but solely with respect to the revenues
      of
      such Note Co-Issuer) to the Debt Service Amounts (not on an aggregate basis
      but
      solely with respect to such Co-Issuer's allocable portion of the amounts payable
      pursuant to Sections 14.1(iv) and (v) of the Security Agreement on such Payment
      Date) for such Payment Date and the most recently preceding Payment Date;
provided,
      however,
      that in
      the case of the Pretzel Entities, the Note Co-Issuer DSCR shall be calculated
      by
      aggregating Rolling 6 Month Revenues and Debt Service Amounts for all Pretzel
      Entities; provided,
      further,
      that in
      the case of the Ice Cream Entities, the Note Co-Issuer DSCR shall be calculated
      by aggregating Rolling 6 Month Revenues and Debt Service Amounts for all Ice
      Cream Entities; provided,
      further,
      that in
      the case of the GAC Entities, the Note Co-Issuer DSCR shall be calculated by
      aggregating Rolling 6 Month Revenues and Debt Service Amounts for all GAC
      Entities.

     

    “Note
      Co-Issuer DSCR Test”:
      With
      respect to any Co-Issuer, a test that is satisfied if (1) with respect to a
      Note
      Co-Issuer that is a Franchise Subsidiary Borrower, the Note Co-Issuer DSCR
      is at
      least 1.15:1.00 and (2) with respect to a Note Co-Issuer that is a Brand
      Subsidiary Borrower, the Note Co-Issuer DSCR is at least 1.20:1.00; provided,
      that if
      a Co-Issuer is a Pretzel Entity, then a test that is satisfied if the Note
      Co-Issuer DSCR with respect to all of the Pretzel Entities is at least
      1.15:1.00; provided,
      further,
      that if
      a Co-Issuer is an Ice Cream Entity, then a test that is satisfied if the Note
      Co-Issuer DSCR with respect to all of the Ice Cream Entities is at least
      1.15:1.00; provided,
      further,
      that if
      a Co-Issuer is a GAC Entity, then a test that is satisfied if the Note Co-Issuer
      DSCR with respect to all of the GAC Entities is at least 1.15:1.00.

     

    “Note
      Interest Rate Margin”:
      With
      respect to any Note (other than the Factory Note), prior to an Event of Default,
      if the Total Debt Leverage Ratio is i) greater than or equal to 5.00:1.00, 3.00%
      per annum; ii) less than 5.00:1.00 and greater than or equal to 4.50:1.00,
      2.65%
      per annum; iii) less than 4.50:1.00 and greater than or equal to 3.50:1.00,
      2.40% per annum; iv) less than 3.50:1.00 and greater than or equal to 2.50:1.00,
      2.15% per annum; v) less than 2.50:1.00 and greater than or equal to 2.00:1.00,
      1.75% per annum; and vi) less than 2.00:1.00, 1.50% per annum. For three months
      following the initial Funding Date, the Note Interest Rate Margin shall equal
      2.65% per annum; except that (x) for the Note issued by the Issuer, GAC
      Franchise Brands, LLC and GAC Franchising, LLC, the Note Interest Rate Margin
      shall equal 3.00% per annum until the date occurring six months following the
      date of issuance, which date is July 29, 2008, and (y) for the Factory Note,
      the
      Note Interest Rate Margin shall equal 3.50% per annum at all times in the
      absence of an Event of Default. Notwithstanding the foregoing, following an
      Event of Default, for all Notes, the Note Interest Rate Margin shall equal
      4.50%
      per annum,.

     

    “Note
      Principal Payment”:
      With
      respect to each Payment Date and each Note, the amount of principal then due
      as
      set forth under the heading “Principal” on a Schedule to such Note, plus all
      amounts remaining in the Issuer Collection Account after distributions described
      in clauses (i) - (v) of Section 14.1(a) of the Security Agreement have been
      made
      with respect to any Receivables deposited into the Issuer Collection Account
      in
      the related Collection Period derived from a Material License Agreement securing
      such Note as to which a Renewal Trigger Event has occurred; provided,
      however,
      that
      with respect to the Factory Note, the amount of principal due as set forth
      under
      the heading “Principal” on the Schedule to the Factory Note shall be reduced by
      an amount equal to payments made pursuant to Section 14.1(a)(vii) on the
      previous Payment Date. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Release
      Event”:
      With
      respect to any particular Asset, any representation as to such Asset in Section
      12.12 of the Security Agreement or in the Security Deed, if applicable, shall
      prove to have been incorrect as of the time made and, as a result thereof,
      the
      interests of the Agent shall be adversely affected as determined by the Agent
      in
      its reasonable discretion. 

     

    “Rolling
      6 Month Revenue”:
      With
      respect to any Payment Date or other date of determination, and without
      duplication, the sum of the Collection Period Revenues for the two most recently
      ending Collection Periods as of such date, less
      the sum
      of the aggregate amounts payable pursuant to Sections 14.1(a)(i) and (ii) of
      the
      Security Agreement on such Payment Date and the immediately prior Payment Date,
      provided,
      however,
      if
      there are no Collection Period Revenues for two Collection Periods, then the
      Rolling 6 Month Revenue shall be determined using the actual revenues for the
      previous 6 months, and if actual revenues are not available, the Rolling 6
      Month
      Revenue shall be determined using a pro forma calculation, reasonably acceptable
      to the Agent, based on actual revenues available. 

     

    “Transaction
      Documents”:
      The
      collective reference to the Note Funding Agreement, the Security Agreement,
      the
      Security Agreement Supplements, the Security Deed, the Notes, the Management
      Agreements, the Hedge Agreements, the Indemnity Agreement, the Contribution
      Agreement, the Advisory Agreement, the Manufacturing Agreement, the Supply
      and
      License Agreement, any blocked account agreement and other facility documents
      to
      which the Issuer, any Co-Issuer, NexCen Brands or Manager is a
      party.

     

    (c) The
      following Standard Definitions are hereby amended as follows:

     

    (i) the
      definition of “Borrowing Base” is amended by replacing “$150,000,000” with “the
      Maximum Facility Balance”;

     

    (ii) the
      definition of “Incentive Management Fee” is amended by replacing “Section
      14.1(a)(x) or Section 14.1(d)(x)(i)” with “Section 14(a)(xiii) or Section
      14(d)(xiii)”;

     

    (iii) the
      definition of “Manage” is amended by adding the text “operate” immediately after
      the world “lease”;

     

    (iv) the
      definition of “Release Date” is amended by adding the text “and/or the Security
      Deed, as applicable,” immediately after the text “the Security Agreement”;
      and

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (v) the
      definition of “Total Debt Leverage” is amended by replacing “14.1(a)(xi)” with
“14.1(a)(xiv) or 14.1(d)(xiv), as applicable”.

     

    Section
      2.02. Amendments to Security Agreement and Security Agreement
      Supplements.

     

    (a) Section
      3.1 of the Security Agreement is hereby amended by deleting the reference to
      “$150,000,000” and replacing the same with “the Maximum Facility
      Balance”.

     

    (b) Section
      4.1 of the Security Agreement is hereby amended by inserting “or such other form
      approved by the Agent” after the words “in the form attached as Exhibit
      D
      hereto.

     

    (c) Section
      6.1(7) of the Security Agreement is hereby amended by adding, immediately
      following the test “in this Security Agreement” the text “or in the Security
      Deed, if applicable,”

     

    (d) Section
      12.4(a)(iv) of the Security Agreement is hereby amended by adding the following
      to the end of the subsection: “, except as previously disclosed in writing to,
      and consented to, by the Agent”.

     

    (e) Section
      12.4(a)(viii) of the Security Agreement is hereby amended by adding the
      following to the end of the subsection: “, except as expressly permitted in the
      Security Deed for the Co-Issuer party thereto”.

     

    (f) Section
      12.4(a)(xiv) of the Security Agreement is hereby amended by inserting the
      following at the end of such subsection: “provided, further, that such consent
      of the Agent shall not required for GAC Manufacturing, LLC to enter into any
      reasonable agreement or instrument in connection with the purchase of goods
      and
      raw materials in the ordinary course of GAC Manufacturing, LLC’s
      business”.

     

    (g) Section
      12.4(a) of the Security Agreement Supplement is hereby amended by adding the
      following new Section 12.4(a)(xvi):

     

    “(xvi) be
      party
      to any Vendor Supply Arrangement.”

     

    (h) Section
      12.4(b) of the Security Agreement is hereby amended by adding the following
      new
      Section 12.4(b)(xvii):

     

    “(xvii) be
      party
      to any Vendor Supply Arrangement that would impose any liability or obligations
      on the Issuer whatsoever without the prior written consent of the Agent (such
      consent not to be unreasonably withheld), unless such liability or obligation
      is
      the application of funds that the related counterparty provided in full in
      accordance with such Vendor Supply Arrangement.”

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (i) Section
      12.9(a) of the Security Agreement is hereby amended by adding the following
      to
      the end of the subsection: “, except as expressly permitted in the Security Deed
      for the Co-Issuer party thereto”.

     

    (j) Section
      12.9(g) of the Security Agreement is hereby amended by adding the following
      to
      the end of such subsection: “, except as expressly permitted in the Security
      Deed for the Co-Issuer party thereto”.

     

      (k) Section
      12.9(dd) of the Security Agreement is hereby amended by adding the following
      to
      the end of such subsection: “, except as expressly permitted in the Security
      Deed for the Co-Issuer party thereto”.

     

    (l) Section
      12.10 of the Security Agreement is hereby amended by adding the following new
      Section 12.10(u) thereto:

     

    “(u) The
      Issuer shall enter into each Vendor Supply Arrangement that the Issuer Manager,
      on its behalf, deems beneficial to the conduct of the business of any
      Co-Issuer.”

     

    (m) The
      Security Agreement is hereby amended by adding the following new Section 12.16
      thereto:

     

    “Section
      12.16  Vendor
      Supply Arrangements.
      

     

    The
      Issuer or the Issuer Manager on its behalf shall allocate Restricted Vendor
      Supply Funds to each relevant Co-Issuer in accordance with the applicable
      requirements or restrictions. Each Co-Issuer or the appropriate Manager shall,
      in turn, apply such Restricted Vendor Supply Funds, including the reallocation
      of such funds to franchisees and licensees for their use of such funds, if
      required, in accordance with the applicable requirements or restrictions. To
      the
      extent that such Restricted Vendor Supply Funds are required to be allocated
      to
      more than one Co-Issuer, the Issuer shall allocate such funds among the relevant
      Co-Issuers in accordance with each such Co-Issuer’s pro rata consumption, or its
      franchisees or licensees pro rata consumption, as applicable, of the related
      products, supplies or services determined based on aggregate sales thereof
      per
      annum. The Issuer shall deposit all Unrestricted Vendor Supply Funds into the
      applicable Franchise Subsidiary’s Co-Issuer Collection Account within two
      Business Days after the receipt of such funds pro rata in accordance with each
      such Co-Issuer’s pro rata consumption, or its franchisees’ or licensees’ pro
      rata consumption, as applicable, of the related products, supplies or services
      determined based on aggregate sales thereof per annum.”

     

    (n) Section
      13.1 of the Security Agreement is hereby amended by adding the following at
      the
      end of the first parenthetical in the first sentence therein: “and (iv) with
      respect to the Co-Issuer Account in the name of GAC Manufacturing, LLC and
      so
      long as the Manufacturing Agreement is in full force and effect, to the GAC
      Manufacturing Operating Account to reimburse GAC Manufacturing, LLC for Costs
      of
      Goods and (v) with respect to each Co-Issuer Account to which Restricted Vendor
      Supply Funds are allocated by the Issuer or the Issuer Manager on its behalf,
      to
      apply such funds in accordance with Section
      12.16.”
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (o) Section
      14.1(a) of the Security Agreement is hereby amended by deleting Section 14.1(a)
      in its entirety and replacing the same with the following:

     

    “(a) On
      each
      Payment Date, prior to a Deal Rapid Amortization Event, Wilmington Trust
      Company, shall, pursuant to the Manager Report (or if one is not timely
      provided, then at the direction of the Agent), withdraw funds from the Issuer
      Collection Account, and pay the following amounts from such funds in the
      following order of priority, in all cases to the extent of the Distributable
      Cash in the Issuer Collection Account on such Payment Date:

     

    (i) to
      the
      appropriate financial institutions, all fees and expenses charged in connection
      with its maintenance of the Issuer Collection Account, all Co-Issuer Collection
      Accounts and any other accounts provided for under the Transaction Documents
      not
      to exceed $20,000.00 per annum;

     

    (ii) to
      each
      Manager, the applicable Management Fee and, to the extent not previously
      distributed, the applicable Management Fee due on each prior Payment
      Date;

     

    (iii) to
      the
      Agent for distribution to the Noteholders, payment of all indemnity payments
      and
      reasonable out-of-pocket costs and expenses incurred in connection with the
      enforcement of its rights hereunder or under the Notes, ratably, without
      preference or priority of any kind;

     

    (iv) to
      the
      Agent for distribution to the Noteholders, interest accrued on the Notes for
      the
      related Interest Period plus any accrued interest thereon remaining unpaid
      from
      any previous Interest Period, and interest on such overdue interest to the
      date
      such payment is made, at the Note Interest Rate, but only to the extent that
      payment of such interest on interest shall be legally enforceable;

     

    (v) to
      the
      Agent for distribution to the Noteholders, the Note Principal Payment for such
      Payment Date in reduction of the Note Principal Balance of the Notes; provided
      that, if a Note Co-Issuer Rapid Amortization Event has occurred, all remaining
      Distributable Cash allocable to such Note Co-Issuer shall be distributed to
      the
      Noteholders until the Outstanding Note Balance of such Note Co-Issuer's Note
      has
      been paid in full;

     

    (vi) to
      the
      Franchise Manager, the applicable Subordinate Franchise Management
      Fee;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (vii) to
      the
      Agent for distribution to the Noteholders of the Factory Note if the Factory
      Note is outstanding, an amount (not to exceed the current principal balance
      of
      the Factory Note) up to the aggregate Franchise Subsidiary Borrower’s
      Distributable Cash and the Factory and Supply Distributable Cash after the
      distributions in clauses (i) - (vi) above;

     

    (viii) to
      the
      Issuer, payment of all reasonable costs and expenses incurred by any Co-Issuer,
      including legal expenses in connection with the enforcement of its rights
      directly incurred by any such Co-Issuer;

     

    (ix) to
      the
      Franchise Subsidiary Borrowers and the Factory Borrowers, an amount to cover
      each Franchise Subsidiary Borrower’s and each Factory Borrower’s state, local
      and property taxes;

     

    (x) to
      any
      Hedge Counterparty, all amounts due pursuant to the related Hedge
      Agreement;

     

    (xi) to
      each
      Indemnified Party, pro rata, any Secured Obligations (not otherwise provided
      for
      specifically above) owed to it;

     

    (xii) to
      the
      Issuer, the fee due it pursuant to the Advisory Agreement;

     

    (xiii) pro
      rata
      to: (A) the Brand Manager, the Incentive Management Fee in an amount equal
      to
      the sum of (1) 50% of the first $500,000 and (2) 75% of each $1.00 above
      $500,000 of Brand Subsidiary Borrowers Distributable Cash available after the
      distributions are made pursuant to clauses (i)-(xii) above, plus any amount
      to
      which the Brand Manager is entitled pursuant to the provisions of Section 2.2
      of
      the applicable Management Agreement and (B) the Franchise Manager, the Incentive
      Management Fee in an amount equal to the sum of (1) 50% of the first $500,000
      and (2) 75% of each $1.00 above $500,000 of Franchise Subsidiary Borrowers
      Distributable Cash available after the distributions are made pursuant to
      clauses (i)-(xii) above, plus any amount to which the Franchise Manager is
      entitled pursuant to the provisions of Section 2.2 of the applicable Management
      Agreement; 

     

    (xiv) to
      the
      Managers, an amount sufficient to reimburse the Managers for any advertising
      expenses incurred by it on behalf of a Co-Issuer and not previously reimbursed
      hereunder; 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (xv) to
      the
      Issuer Manager, the Issuer Management Fee and, to the extent not previously
      distributed, the Issuer Management Fee due on each prior Payment Date;
      and

     

    (xvi) to
      the
      Issuer or such party as the Issuer may direct, all remaining Distributable
      Cash.”

     

    (p) Section
      14.1(d) of the Security Agreement is hereby amended by deleting Section 14.1(d)
      in its entirety and replacing the same with the following:

     

    “(d) On
      each
      Payment Date, subsequent to a Deal Rapid Amortization Event, Wilmington Trust
      Company, shall, upon direction of the Agent withdraw funds from the Issuer
      Collection Account and pay the following amounts from such funds in the
      following order of priority in all cases to the extent of the remaining
      Distributable Cash in the Issuer Collection Account on such Payment
      Date:

     

    (i) to
      the
      appropriate financial institutions, all fees and expenses charged in connection
      with its maintenance of the Issuer Collection Account, all Co-Issuer Collection
      Accounts and any other accounts provided for under the Transaction Documents
      not
      to exceed $20,000.00 per annum;

     

    (ii) to
      each
      Manager, the applicable Management Fee and, to the extent not previously
      distributed, the applicable Management Fee due on each prior Payment
      Date;

     

    (iii) to
      the
      Agent for distribution to the Noteholders, payment of all indemnity payments
      and
      reasonable costs and expenses incurred in connection with the enforcement of
      its
      rights hereunder or under the Notes, ratably, without preference or priority
      of
      any kind;

     

    (iv) to
      the
      Agent for distribution to the Noteholders, interest accrued on the Notes for
      the
      related Interest Period plus any accrued interest thereon remaining unpaid
      from
      any previous Interest Period, and interest on such overdue interest to the
      date
      such payment is made, at the Note Interest Rate, but only to the extent that
      payment of such interest on interest shall be legally enforceable;

     

    (v) to
      the
      Agent for distribution to the Noteholders, the Note Principal Payment for such
      Payment Date in reduction of the Note Principal Balance of the
      Notes;

     

    (vi) to
      the
      Agent for distribution to the Noteholders, all remaining Distributable Cash
      until the Outstanding Note Balance has been paid in full;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (vii) to
      the
      Franchise Manager, the applicable Subordinate Franchise Management
      Fees;

     

    (viii) to
      the
      Franchise Subsidiary Borrowers and the Factory Borrowers, an amount to cover
      each Franchise Subsidiary Borrower’s and each Factory Borrower’s state, local
      and property taxes;

     

    (ix) to
      any
      Hedge Counterparty, all amounts due pursuant to the related Hedge
      Agreement;

     

    (x) to
      each
      Indemnified Party, pro rata, any Secured Obligations (not otherwise provided
      for
      specifically above) owed to it;

     

    (xi) to
      the
      Issuer, payment of all reasonable costs and expenses incurred by any Co-Issuer
      relating to legal expenses in connection with the enforcement of its rights
      directly incurred by such Co-Issuer;

     

    (xii) to
      the
      Issuer, the fee due it pursuant to the Advisory Agreement;

     

    (xiii) pro
      rata
      to: (A) the Brand Manager, the Incentive Management Fee in an amount equal
      to
      the sum of (1) 50% of the first $500,000 and (2) 75% of each $1.00 above
      $500,000 of Brand Subsidiary Borrowers Distributable Cash available after the
      distributions are made pursuant to clauses (i)-(xii) above, plus any amount
      to
      which the Brand Manager is entitled pursuant to the provisions of Section 2.2
      of
      the applicable Management Agreement and (B) the Franchise Manager, the Incentive
      Management Fee in an amount equal to the sum of (1) 50% of the first $500,000
      and (2) 75% of each $1.00 above $500,000 of Franchise Subsidiary Borrowers
      Distributable Cash available after the distributions are made pursuant to
      clauses (i)-(xii) above, plus any amount to which the Franchise Manager is
      entitled pursuant to the provisions of Section 2.2 of the applicable Management
      Agreement;

     

    (xiv) to
      the
      Manager, an amount sufficient to reimburse the Manager for any advertising
      expenses incurred by it on behalf of a Co-Issuer and not previously reimbursed
      hereunder; and

     

    (xv) to
      the
      Issuer Manager, the Issuer Management Fee and, to the extent not previously
      distributed, the Issuer Management Fee due on each prior Payment Date;
      and

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (xvi) to
      the
      Issuer or such party as the Issuer may direct, all remaining Distributable
      Cash.

     

    (q) Section
      3.9(a) of that certain Security Agreement Supplement, dated as of May 1, 2007
      (the “BB
      Supplement”),
      by
      and among the Issuer, BBJ, BBI and the Agent, is hereby amended by:

     

    (i) deleting
      the reference to “Section 14.1(a)(i) - (ix)” on the third line thereof and
      replacing it with “Section 14.1(a)(i) - (xii)”;

     

    (ii) deleting
      the reference to “Section 14.1(a)(i) - (viii)” on the fifth and sixth lines
      thereof and replacing it with “Section 14.1(a)(i) - (xi)”; and

     

    (iii) deleting
      the reference to “Section 14.1(d)(i) - (ix)” on the sixth line thereof and
      replacing it with “Section 14.1(d)(i) - (xi)”.

     

    (r) Section
      3.9(b) of the BB Supplement is hereby amended by deleting the reference to
      “Section 14.1(a)(i) - (ix)” on the second line thereof and replacing it with
“Section 14.1(a)(i) - (xii)”.

     

    (s)
       Section
      3.2 of each Security Agreement Supplement is hereby amended by deleting “funds
      on deposit in the Co-Issuer Lockbox Account, if any, at the end of each Business
      Day” in the last sentence thereof and replacing the same with “funds on deposit
      in the Co-Issuer Lockbox Account in excess of $10,000, if any, at the end of
      each Business Day, but for the avoidance of doubt, amounts not in excess of
      $10,000 remain part of the Collateral”. 

     

    (t) 
      Section
      2.1 of the Security Agreement Supplement, dated as of March 14, 2007, by and
      among the Issuer, AF Brands and the Agent is hereby amended by deleting the
      reference to “40%” and replacing the same with “30%”.

     

    (u) Section
      2.1 of each of the Security Agreement Supplement, dated as of September 7,
      2007,
      by and among the Issuer, PT Brands, PT Franchising and the Agent, the Security
      Agreement Supplement, dated as of September 7, 2007, by and among the Issuer,
      PM
      Brands, PM Franchising and the Agent, the Security Agreement Supplement, dated
      as of November 8, 2007, by and among the Issuer, MS Brands, MS Franchising
      and
      the Agent and the Security Agreement Supplement, dated as of November 8, 2007,
      by and among the Issuer, MM Brands, MM Franchising and the Agent, is hereby
      amended by deleting the reference to “40%” and replacing the same with “30%” and
      deleting the reference to “36%” and replacing the same with “27%”.

     

    Section
      2.03. Amendment to Note Funding Agreement

     

    Section
      2.1(d) of the Note Funding Agreement is hereby amended by deleting the reference
      to “$150,000,000” and replacing the same with “the Maximum Facility
      Balance”.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Section
      3.01.  References
      in all Documents.

     

    The
      parties hereto agree that any reference to the Standard Definitions in each
      of
      the other Transaction Documents shall now refer to the Standard Definitions
      as
      amended herein. To the extent any Transaction Document contains a provision
      that
      conflicts with the intent of this Amendment, the parties hereby agree that
      the
      provisions herein shall govern.

     

    Section
      4.01. Counterparts.

     

    This
      Amendment may be executed (by facsimile or otherwise) in any number of
      counterparts, each of which counterparts shall be deemed to be an original,
      and
      such counterparts shall constitute but one and the same instrument.

     

    Section
      4.02. Governing
      Law.

     

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

     

    Section
      4.03. Severability
      of Provisions.

     

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

     

    Section
      4.04. Continuing
      Effect.

     

    Except
      as
      expressly amended hereby, each Transaction Document shall continue in full
      force
      and effect in accordance with the provisions thereof and each Transaction
      Document is in all respects hereby ratified, confirmed and preserved.


     

    Section
      4.05. Successors
      and Assigns.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      4.06. Franchise
      Subsidiary Borrowers.

     

    As
      of the
      date hereof, after giving effect to all transactions contemplated on the date
      hereof, the Franchise Subsidiary Borrowers are the Pretzel Entities, the Ice
      Cream Entities, Athlete’s Foot Brands, LLC, GAC Franchise Brands, LLC and GAC
      Franchising, LLC.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties below have caused this Amendment to be duly
      executed by their respective duly authorized officers.

    


    
      	 	
              NEXCEN
                HOLDING CORPORATION

            
	 	 
	 	
              By: 
                 /s/ David B. Meister

            
	 	
              
                
                  

                

              

              Name:
                David B. Meister

            
	 	
              Title:
                Secretary

            
	 	 
	 	 
	 	
              BTMU
                CAPITAL CORPORATION, as Agent

            
	 	 
	 	
              By: 
                 /s/ Cheryl A. Behan

            
	 	
              
                
                  

                
Name:
                Cheryl A. Behan

            
	 	
              Title:
                Senior Vice President

            
	 	 
	 	 
	 	
              VICTORY
                RECEIVABLES CORPORATION, as Lender

            
	 	 
	 	
              By: 
                 /s/ Franklin P. Collazo

            
	 	
              
                
                  

                

              

              Name:
                Franklin P. Collazo

            
	 	
              Title:
                Secretary

            
	 	 
	 	 
	 	
              NEXCEN
                FRANCHISE MANAGEMENT, INC. 

            
	 	 
	 	
              By: 
                 /s/ David B. Meister

            
	 	
              
                
                  

                
Name:
                David B. Meister

            
	 	
              Title:
                Secretary

            
	 	 
	 	 
	 	
              NEXCEN
                BRAND MANAGEMENT, INC.

            
	 	 
	 	
              By: 
                 /s/ David B. Meister

            
	 	
              
                
                  

                
Name:
                David B. Meister

            
	 	
              Title:
                Vice President

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ATHLETE’S
                FOOT BRANDS, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              BILL
                BLASS JEANS, LLC

            
	 	 
	 	
              By: 
                NexCen Holding Corporation, its Managing 

            
	 	
              Member

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              BILL
                BLASS INTERNATIONAL, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              WV
                IP HOLDINGS, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              PT
                FRANCHISE BRANDS, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              PT
                FRANCHISING, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            


    

    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              PM
                FRANCHISE BRANDS, LLC

            
	 	 
	 	
              By: 
                 /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              PM
                FRANCHISING, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              MS
                FRANCHISE BRANDS, LLC

            
	 	 
	 	
              By: 
                 /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              MS
                FRANCHISING, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              MM
                FRANCHISE BRANDS, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            
	 	 
	 	 
	 	
              MM
                FRANCHISING, LLC

            
	 	 
	 	
              By:  
                /s/ James Haran

            
	 	
              
                
                  

                
Name:
                James Haran

            
	 	
              Title:
                Vice President

            


    

    


    
      
        
        

      

      
        19