REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
      dated
      as of January 29, 2008, is made by and among NexCen Brands, Inc., a Delaware
      corporation (the “Company”),
      Great
      American Cookie Company Franchising, LLC, a Delaware limited liability company
      (“GACCF”),
      Great
      American Manufacturing, LLC, a Delaware limited liability company (“GAM,”
and
      collectively with GACCF, the “Sellers”).

     

    WHEREAS, the
      Company, the Sellers, NexCen Asset Acquisition, LLC, a Delaware limited
      liability company (“Buyer”),
      and
      Mrs. Fields Famous Brands, LLC, a Delaware limited liability company, have
      entered into that certain Asset Purchase Agreement, dated as of January 29,
      2008
      (the “Purchase
      Agreement”),
      pursuant to which Buyer has agreed to acquire certain of the assets that relate
      to the operation of GACCF and GAM; and

     

    WHEREAS,
      on the
      terms and conditions set forth in the Purchase Agreement, the Company has agreed
      to grant, to the Holders certain registration rights as set forth
      herein.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants contained herein and for other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Definitions.
      All capitalized terms used but not defined herein shall have the meanings given
      to such terms in the Purchase Agreement. For the purposes of this Agreement,
      the
      following terms shall have the respective meanings set forth below or elsewhere
      in this Agreement as referred to below:

     

    “Parent
      Shares”
shall
      mean those shares of Common Stock issued to the Sellers upon the Closing
      (including the shares of Common Stock that constitute the Indemnity Escrow
      Amount).

     

    “Commission”
shall
      mean the Securities and Exchange Commission or any other federal agency at
      the
      time administering the Securities Act.

     

    “Common
      Stock”
shall
      mean common stock, par value $0.01 per share, of the Company.

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended and in effect from time
      to
      time.

     

    “Holder”
means
      the Sellers, for so long as they own any Registrable Securities, and each of
      their respective permitted successors, assigns and direct and indirect
      transferees who become beneficial owners of Registrable Securities.

     

    “Prospectus”
means
      the prospectus (including any preliminary prospectus and/or any final prospectus
      filed pursuant to Rule 424(b) under the Securities Act and any prospectus that
      discloses information previously omitted from a prospectus filed as part of
      an
      effective registration statement in reliance on Rule 430A, Rule 430B or Rule
      430C under the Securities Act) included in a Registration Statement, as amended
      or supplemented by any prospectus supplement or any Issuer Free Writing
      Prospectus (as defined in Rule 433(h) under the Securities Act) with respect
      to
      the terms of the offering or any portion of the Registrable Securities covered
      by such Registration Statement and by all other amendments and supplements
      to
      such prospectus, including all material incorporated by reference in such
      prospectus and all documents filed after the date of such prospectus by the
      Company under the Exchange Act and incorporated by reference
      therein. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registrable
      Securities”
shall
      mean, collectively, the Parent Shares issued to the Sellers pursuant to the
      Purchase Agreement, and
      any
      other securities issued or issuable with respect to the Parent Shares by way
      of
      stock dividend or stock split or in connection with a combination of shares,
      recapitalization, merger, consolidation or other reorganization or
      otherwise;
      provided,
      however,
      that
      such Parent Shares shall cease to be Registrable Securities for purposes of
      this
      Agreement when it no longer is a Restricted Security.

     

    “Required
      Holders”
shall
      mean, at the relevant time of reference thereto, those Holders holding, in
      the
      aggregate, fifty percent (50%) of the Registrable Securities then outstanding
      and then held by all Holders.

     

    “Restricted
      Security”
or
      “Restricted
      Securities”
means
      any share of Common Stock except any that (i) has been registered pursuant
      to an
      effective registration statement under the Securities Act and sold in a manner
      contemplated by the prospectus included in such registration statement; (ii)
      has
      been transferred by the Holder in compliance with the resale provisions of
      Rule
      144 under the Securities Act (or any successor provision thereto); or (iii)
      otherwise has been transferred by the Holder and a new certificate representing
      a share of Common Stock not subject to any stop transfer order or any other
      transfer restrictions has been delivered by or on behalf of the
      Company.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended and in effect from time to
      time.

     

    2. Registration
      and Sale.

     

    (a) Registration
      and Sale.
      Subject
      to the limitations set forth in this Section 2(a) and Sections 2(c) and 7(h)
      below, the Company shall file as soon as reasonably practicable after the
      Closing Date but in no event later than 180 days (the “Filing
      Date”)
      of the
      Closing Date, a Registration Statement on Form S-3 (or comparable or successor
      short form registration statement or other registration statement should Form
      S-3 be unavailable) under the Securities Act to register for resale all
      Registrable Securities (a “Registration
      Statement”),
      unless
      the Company is unable to do so as a result of the Commission being unable to
      accept such filing due to unavoidable downtime of the EDGAR filing system
      through no fault of the Company and such obligation to file the Registration
      Statement shall be extended until such delay is resolved.
      The
      Company shall use its commercially reasonable efforts to cause each Registration
      Statement to become effective as soon as possible after filing and to remain
      effective for the period ending on the earlier of (x) the Termination Date
      (as
      defined below) and (y) the date on which there are no Registrable Securities
      covered by the Registration Statement, provided that the Company shall not
      be
      required to maintain the effectiveness of a Registration Statement to the extent
      that a subsequently filed Registration Statement registers the resale of the
      Registrable Securities.

     

    
      
        
        

      

      
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    (b) The
      Registration Statement shall be filed as a “shelf” registration statement
      pursuant to Rule 415 under the Securities Act (or any successor rule) and shall
      cover the disposition of all Registrable Securities covered by the Registration
      Statement in one or more underwritten offerings, block transactions, broker
      transactions, at-market transactions and in such other manner or manners as
      may
      reasonably be specified by the Required Holders. The Company shall use its
      reasonable best efforts to keep such Registration Statement continuously
      effective (in accordance with the last sentence of the first paragraph of
      Section 2(a)), and in furtherance of such obligation, shall supplement or amend
      such Registration Statement if, as and when required by the rules, regulations
      and instructions applicable to the form used by the Company for such
      registration or by the Securities Act or by any other rules and regulations
      thereunder applicable to shelf registrations.

     

    (c) Blackout
      Periods.

     

    (i) Notwithstanding
      anything to the contrary in this Agreement, if at any time after the filing
      of
      the Registration Statement, the Company, by written notice to the Holders (a
      “Suspension
      Notice”),
      may
      direct the Holders to suspend sales of the Registrable Securities pursuant
      to a
      Registration Statement for such times as the Company reasonably may determine
      is
      necessary and advisable (but in no event for more than (x) an aggregate of
      ninety (90) days in any rolling twelve (12) month period commencing on the
      date
      of this Agreement or (y) more than sixty (60) days in any rolling 90-day
      period), if any of the following events shall occur: (1) a majority of the
      Board
      of Directors of the Company shall have determined in good faith that (A) the
      offer or sale of any Registrable Securities would materially impede, delay
      or
      interfere with any material proposed financing, offer or sale of securities,
      acquisition, merger, tender offer, business combination, corporate
      reorganization or other significant transaction involving the Company or (B)
      after the advice of counsel, the sale of Registrable Securities pursuant to
      the
      Registration Statement would require disclosure of non-public material
      information not otherwise required to be disclosed under applicable law or
      (2) a
      majority of the Board of Directors of the Company shall have determined in
      good
      faith, after the advice of counsel, that the Company is required by law, rule
      or
      regulation to supplement the Registration Statement or file a post-effective
      amendment to the Registration Statement in order to incorporate information
      into
      the Registration Statement for the purpose of (A) including in the Registration
      Statement any prospectus required under Section 10(a)(3) of the Securities
      Act;
      (B) reflecting in the prospectus included in the Registration Statement any
      facts or events arising after the effective date of the Registration Statement
      (or of the most recent post-effective amendment) that, individually or in the
      aggregate, represents a fundamental change in the information set forth therein;
      or (C) including in the prospectus included in the Registration Statement any
      material information with respect to the plan of distribution not disclosed
      in
      the Registration Statement or any material change to such information. Any
      period in which the use of the Registration Statement has been suspended in
      accordance with this Section 2(c) is sometimes referred to herein as a
“Blackout
      Period.”
Upon
      the occurrence of any such suspension, the Company shall use its reasonable
      best
      efforts to cause the Registration Statement to become effective or to promptly
      amend or supplement the Registration Statement on a post-effective basis or
      to
      take such action as is necessary to make resumed use of the Registration
      Statement, so as to permit the Holders to resume sales of the Registrable
      Securities as soon as possible.

     

    
      
        
        

      

      
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    (ii) No
      Holder
      shall effect any sales of the Registrable Securities pursuant to such
      Registration Statement (or such filings) at any time after it has received
      a
      Suspension Notice from the Company and prior to receipt of an End of Suspension
      Notice (as defined below). If so directed by the Company, each Holder will
      deliver to the Company all copies (other than permanent file copies) then in
      such Holder’s possession of the prospectus covering the Registrable Securities
      at the time of receipt of the Suspension Notice. Any Holder may recommence
      effecting sales of the Registrable Securities pursuant to the Registration
      Statement (or such filings) following further notice to such effect (an
“End
      of
      Suspension Notice”)
      from
      the Company, which End of Suspension Notice shall be given by the Company to
      the
      Holders in the manner described above promptly following the conclusion of
      any
      Suspension Event and its effect. Until the End of Suspension Notice is so given
      to the Holders, the Company’s obligations under Section 3 to update or keep
      current the Registration Statement and the Holders’ right to sell Registrable
      Securities pursuant to the Registration Statement shall be suspended, provided
      that such suspension shall not exceed the periods specified in Section 2(c)(i)
      above.

     

    (d) The
      Company shall be entitled to include in the Registration Statement filed or
      to
      be filed by the Company pursuant to Section 2(a) above shares of the capital
      stock of the Company to be sold by the Company for its own account or for the
      account of any other shareholder of the Company except as and to the extent
      that, such inclusion would reduce the number of Registrable Securities
      registered on such Registration Statement.

     

    3. Further
      Obligations of the Company.
      In
      connection with the Registration Statement, the Company agrees that it shall
      also use its reasonable best efforts to do the following:

     

    (a) prepare
      and file with the Commission such amendments and post-effective amendments
      to
      the Registration Statement and the prospectus used in connection therewith
      as
      may be necessary under applicable law to keep such Registration Statement
      effective for the applicable period; and cause each Prospectus to be
      supplemented by any required prospectus supplement or Issuer Free Writing
      Prospectus (as defined in Rule 433(h) under the Securities Act), and cause
      the
      Prospectus as so supplemented or any such Issuer Free Writing Prospectus, as
      the
      case may be, to be filed pursuant to Rule 424 or Rule 433, respectively (or
      any
      similar provision then in force) under the Securities Act and to comply with
      the
      provisions of the Securities Act, the Exchange Act and the rules and regulations
      applicable to it with respect to the disposition of all Registrable Securities
      covered by the Registration Statement in accordance with each Holder’s intended
      method of disposition set forth in the Registration Statement;

     

    (b) furnish
      to each Holder offering Registrable Securities under the Registration Statement
      (A) after the same is prepared and publicly distributed, filed with the
      Commission, or received by the Company, one copy of the Registration Statement,
      each Prospectus,
      each
      Issuer Free Writing Prospectus, and each amendment or supplement to any of
      the
      foregoing, and (B) such number of copies of the Prospectus, each Issuer Free
      Writing Prospectus, and all amendments and supplements thereto, as the Holders
      may reasonably request to facilitate the disposition of the Registrable
      Securities owned by the Holders;

     

    
      
        
        

      

      
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    (c) register
      or qualify the Registrable Securities covered by the Registration Statement
      under the securities or “blue sky” laws of such jurisdictions within the United
      States as each Holder shall reasonably request unless an available exemption
      to
      such registration or qualification requirements is then available; provided
      that the
      Company shall not be obligated to register or qualify such Registrable
      Securities in any jurisdiction in which such registration or qualification
      would
      require the Company (A) to subject itself to general taxation in any such
      jurisdiction, (B) file any general consent to service of process, or (C) to
      qualify to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this Section 3(c);

     

    (d) timely
      file with the Commission such information as the Commission may prescribe under
      Sections 13 or 15(d) of the Exchange Act, and otherwise use commercially
      reasonable efforts to ensure that the public information requirements of Rule
      144 under the Securities Act are satisfied with respect to the
      Company;

     

    (e) notify
      the Holders promptly in writing (A) of any comments by the Commission with
      respect to the Registration Statement or the Prospectus, or any request by
      the
      Commission for the amending or supplementing thereof or for additional
      information with respect thereto, (B) of the issuance by the Commission of
      any
      stop order or other suspension of the effectiveness of the Registration
      Statement which is known to the Company or the initiation of any proceedings
      for
      that purpose which are known to the Company and (C) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of such Registrable Securities for sale in any jurisdiction or the initiation
      or
      threatening of any proceeding for such purposes; and

     

    (f) as
      promptly as practicable after becoming aware of such event, notify the Holders
      of the occurrence of any event of which the Company has knowledge, as a result
      of which the Prospectus included in the Registration Statement, as then in
      effect, or any Issuer Free Writing Prospectus, taken as a whole with the
      Prospectus, includes an untrue statement of a material fact or omits to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading, and to use its commercially reasonable efforts to promptly prepare
      an amendment to the Registration Statement and supplement to the Prospectus
      to
      correct such untrue statement or omission, and deliver a number of copies of
      such supplement or amendment to the Holders as the Holders may reasonably
      request.

     

    4. Obligations
      of the Holders.
      In connection with the registration of the Registrable Securities, the Holders
      shall have the following obligations:

     

    (a) It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement of the Registrable Securities of each
      Holder that such Holder shall furnish to the Company in writing such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of the Registrable Securities held by it, as shall be reasonably
      required to effect the registration of such Registrable Securities, and such
      Holder shall execute such documents in connection with such registration as
      the
      Company may reasonably request. 

     

    
      
        
        

      

      
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    (b) The
      Holder, by such Holder’s acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement hereunder, unless
      such Holder has notified the Company in writing of such Holder’s election to
      exclude all of such Holder’s Registrable Securities from the Registration
      Statement.

     

    (c) The
      Holders shall not prepare or use any Free Writing Prospectus (as such term
      is
      defined in Rule 405 under the Securities Act) unless any and all issuer
      information included therein has been approved by the Company and such approval
      shall not be unreasonably delayed, conditioned or withheld.

     

    (d) As
      promptly as practicable after becoming aware of such event, the Holders shall
      notify the Company of the occurrence of any event, as a result of which the
      Prospectus included in a Registration Statement, as then in effect, includes
      an
      untrue statement of a material fact or omits to state a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading.

     

    (e) Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Sections 3(e)(B), 3(e)(C) or 3(f) above,
      such Holder shall immediately discontinue its disposition of Registrable
      Securities pursuant to the Registration Statement.

     

    (f) Each
      Holder shall take all other reasonable actions necessary to expedite and
      facilitate the disposition by the Holder of the Registrable Securities pursuant
      to the Registration Statement.

     

    (g) Each
      Holder hereby covenants and agrees that it will comply with any prospectus
      delivery requirements of the Securities Act applicable to it in connection
      with
      sales of Registrable Securities pursuant to the Registration
      Statement.

     

    5. Expenses.

     

    All
      expenses incurred by the Company in complying with its obligations under this
      Agreement shall be paid by the Company, except that the Company shall not be
      liable for any discounts or selling commissions to any underwriter in respect
      of
      the Registrable Securities sold by any Holders.

     

    
      
        
        

      

      
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    6. Indemnification
      and Contribution.

     

    (a) Indemnification
      by the Company.
      If any
      Registrable Securities are registered for resale under the Securities Act
      pursuant to this Agreement, the Company shall indemnify and hold harmless each
      Holder of such Registrable Securities and such Holder’s directors, officers,
      employees and agents, against any losses, claims, damages, liabilities or
      expenses, joint or several, to which such Holder or any such director, officer,
      employee or agent may become subject under the Securities Act or any other
      statute or at common law, insofar as such losses, claims, damages, liabilities
      or expenses (or actions in respect thereof) arise out of or are based upon
      (i)
      any untrue statement of any material fact contained, on the effective date
      thereof, in the registration statement under which such Registrable Securities
      were registered under the Securities Act or any final prospectus contained
      therein (in each case as amended or supplemented, including without limitation,
      any update pursuant to Rule 424(b) under the Securities Act), provided that
      such
      final prospectus was used to effect a sale by such Holder, (ii) the omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading or, with respect
      to
      any prospectus, necessary to make the statements therein in light of the
      circumstances under which they were made not misleading, or (iii) any violation
      by the Company of the Securities Act or state securities or blue sky laws
      applicable to the Company and relating to any action or inaction required of
      the
      Company in connection with such registration or qualification under such state
      securities or blue sky laws; provided,
      however,
      that
      the Company shall not be liable in any such case to the extent that any such
      loss, claim, damage, liability or expense arises out of or is based upon any
      untrue statement or any omission made in such registration statement, final
      prospectus, or amendment or supplement based upon and in conformity with written
      information furnished to the Company by such Holder specifically for use in
      such
      registration statement, prospectus, or amendment or supplement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Holder or such director, officer, employee or
      agent.

     

    (b) Holders’
      Indemnification.
      In
      connection with the Registration Statement, each such Holder will furnish to
      the
      Company such information as shall reasonably be requested by the Company for
      use
      in such registration statement or prospectus and shall severally, and not
      jointly, indemnify, to the extent permitted by law, the Company, its directors,
      officers, employees and agents against any losses, claims, damages, liabilities
      and expenses (under the Securities Act, at common law or otherwise), insofar
      as
      such losses, claims, damages, liabilities or expenses arise out of or are based
      upon any untrue statement or alleged untrue statement of a material fact
      contained on the effective date thereof in the registration statement, or any
      final prospectus included therein (in each case as amended or supplemented,
      including without limitation, any update pursuant to Rule 424(b) under the
      Securities Act), but only to the extent that such untrue statement of a material
      fact is contained in, or such material fact is omitted from, written information
      furnished by such Holder, specifically for use in such registration statement
      or
      prospectus; provided,
      however,
      that
      the obligations of such Holders hereunder shall be limited to an amount equal
      to
      the net proceeds to each Holder of Registrable Securities sold in connection
      with such registration.

     

    (c) Indemnification
      Procedures.
      Promptly after receipt by an indemnified party hereunder of notice of the
      commencement of any action, such indemnified party shall, if a claim in respect
      thereof is to be made against the indemnifying party hereunder, notify the
      indemnifying party in writing thereof (an “Indemnification
      Notice”),
      but
      the omission so to notify the indemnifying party shall not relieve it from
      any
      liability which it may have to any indemnified party unless the indemnifying
      party is materially and adversely affected thereby. In case any such action
      shall be brought against any indemnified party and it shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate in and, to the extent it shall wish, to assume and
      undertake the defense thereof and, after notice from the indemnifying party
      to
      such indemnified party of its election so to assume and undertake the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      under this Section 6(c) for any legal expenses subsequently incurred by such
      indemnified party in connection with the defense thereof. Notwithstanding the
      foregoing, the indemnified party shall have the right to employ its own counsel
      at its expense unless (i) the employment of such counsel shall have been
      authorized in writing by the indemnifying party or (ii) the attorneys for the
      indemnifying party shall have concluded that there are defenses available to
      the
      indemnified party that are different from or additional to those available
      to
      the indemnifying party and such counsel reasonably concludes that it is
      therefore unable to represent the interests of both the indemnified and
      indemnifying party (in which case the indemnifying party may employ separate
      counsel). In no event shall the indemnifying party be liable for fees and
      expenses of more than one counsel separate from its own counsel.

     

    
      
        
        

      

      
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    (d) In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i) any Holder of Registrable
      Securities exercising rights under this Agreement, or any controlling person
      of
      any such Holder, makes a claim for indemnification pursuant to this Section
      6
      but it is judicially determined (by the entry of a final judgment or decree
      by a
      court of competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 6 provides
      for
      indemnification in such case, or (ii) contribution under the Securities Act
      may
      be required on the part of any such selling Holder or any such controlling
      person in circumstances for which indemnification is provided under this Section
      6; then, and in each such case, the Company and such Holder will contribute
      to
      the aggregate losses, claims, damages or liabilities to which they may be
      subject (after contribution from others) in such proportion so that such Holder
      is responsible for the portion represented by the percentage that the public
      offering price of its Registrable Securities offered by the Registration
      Statement bears to the public offering price of all securities offered by such
      Registration Statement, and the Company is responsible for the remaining
      portion; provided,
      however,
      that,
      in any such case, (A) no such Holder will be required to contribute any amount
      in excess of the net proceeds received by such Holder from the sale of such
      Registrable Securities offered by it pursuant to such Registration Statement
      and
      (B) no person or entity guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) will be entitled to contribution
      from any person or entity who was not guilty of such fraudulent
      misrepresentation.

     

    7. Miscellaneous.

     

    (a) Notices.
      All
      notices and other communications pursuant to this Agreement shall be in writing,
      either hand delivered or sent by certified or registered mail with charges
      prepaid or by commercial courier guaranteeing next business day delivery, or
      sent by facsimile, and shall be addressed:

     

    (i) in
      the
      case of the Company, to the Company at its principal office set forth in the
      Purchase Agreement; and

     

    (ii) in
      the
      case of a Holder, to the address provided by such Holder to the
      Company.

     

    Any
      notice or other communication pursuant to this Agreement shall be deemed to
      have
      been duly given or made and to have become effective (i) when delivered in
      hand
      to the party to which it was directed, (ii) if sent by facsimile and properly
      addressed in accordance with the foregoing provisions of this Section 7(a),
      when
      received by the addressee, (iii) if sent by commercial courier guaranteeing
      next
      business day delivery, on the business day following the date of delivery to
      such courier, or (iv) if sent by first-class mail, postage prepaid, and properly
      addressed in accordance with the foregoing provisions of this Section 7(a),
      (A)
      when received by the addressee, or (B) on the third business day following
      the
      day of dispatch thereof, whichever of (A) or (B) shall be the
      earlier.

     

    
      
        
        

      

      
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    (b) Assignment.
      The
      right
      to have the Company register Registrable Securities pursuant to this Agreement
      may be assigned or transferred only with the prior written consent of the
      Company
      (such
      consent not to be unreasonably withheld, conditioned or delayed), and any such
      assignment or transfer without such consent shall be void and of no effect.
      In
      the event of any such permitted assignment or transfer by any Holder to any
      permitted transferee of all or any portion of such Registrable Securities,
      such
      transfer will be allowed only if: (a) the Holder agrees in writing with the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment, (b)
      the
      Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (i) the name and address of such transferee
      or
      assignee and (ii) the Registrable Securities with respect to which such
      registration rights are being transferred or assigned, (c) immediately following
      such transfer or assignment, the Registrable Securities so transferred or
      assigned to the transferee or assignee constitute Restricted Securities,
(d)
      at or
      before the time the Company received the written notice contemplated by clause
      (b) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein, and (e) the
      Company is furnished with an opinion of counsel, which counsel and opinion
      shall
      be satisfactory to the Company, to the effect that the permitted assignment
      would be in compliance with the Securities Act and any applicable state or
      other
      securities laws.

     

    (c) Amendment
      and Waiver.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      Company and by the Required Holders. Any Holder may waive any of its, his or
      her
      rights under this Agreement (including, without limitation, such Holder’s right
      to cause any other Person to comply with such other Person’s obligations under
      this Agreement) only by an instrument in writing signed by such Holder;
provided,
      however,
      that
      (i) any rights under this Agreement which inure to the benefit of any and all
      Holders (including, without limitation, the right of any and all Holders to
      cause any other Person to comply with such other Person’s obligations under this
      Agreement) may be waived on behalf of any and all Holders by an instrument
      in
      writing signed by the Required Holders. Any waiver, pursuant to this Subsection
      9(c), of a breach of this Agreement shall not operate or be construed as a
      waiver of any subsequent breach.

     

    (d) Governing
      Law; Headings.
      This
      agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without regard to conflict of law provisions of such state.
      The headings in this Agreement are for convenience only and shall not affect
      the
      construction hereof.

     

    (e) Severability.
      In the
      event that any provision of this Agreement shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) Entire
      Agreement.
      This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein and therein. This Agreement and the Purchase Agreement supersede all
      prior agreements and understandings between the parties with respect to the
      subject matter contained herein and therein.

     

    (g) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and it shall not be necessary in making proof of this
      Agreement to produce or account for more than one such counterpart.

     

    (h) Termination
      of Registration Rights.
      All of
      the Company's obligations to register Registrable Securities covered by a
      Registration Statement (including without limitation to keep the Registration
      Statement covering such Registrable Securities continuously effective) shall
      terminate, if not previously terminated pursuant to the terms of Section 2(a),
      upon the earlier of (x) two (2) years from the date of the effectiveness of
      such
      Registration Statement and (y) such date that each Holder may sell all of the
      Registrable Securities held by such Holder within a three-month period in
      accordance with Rule 144(d) (the “Termination
      Date”);
      provided,
      that
      the Termination Date shall be extended for the Registrable Securities for a
      period of time equal to the length of: (1) any Blackout Periods; plus (2) a
      period of time of up to three (3) months to the extent that the Required Holders
      determine in good faith and after consultation with the Company that an
      extension is so required due to market conditions; plus (3) the period during
      which a stop order issued by the Commission is in effect. The parties
      acknowledge and agree that any extension described above shall begin to run
      upon
      its occurrence regardless of whether a prior extension is in
      effect.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Company and the Sellers have executed this Agreement as of the date first above
      written.

     

    
      	
              NEXCEN
                BRANDS, INC.

            
	 
	
              By:

            	
              /s/
                Robert D’Loren

            
	 	
              Name:

            	
              Robert
                D’Loren

            
	 	
              Title:

            	
              President
                and Chief Executive

              Officer

            


    

    


    Signature
      Page to Registration Rights Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              GREAT
                AMERICAN COOKIE COMPANY

              FRANCHISING,
                LLC

            
	 	 
	
              By:

            	
              /s/
                Michael Ward

            
	 	
              Name:

            	
              Michael
                Ward

            
	 	
              Title:

            	
              Executive
                Vice President

            
	 
	
              GREAT
                AMERICAN MANUFACTURING,

              LLC

            
	 	 
	
              By:

            	
              /s/
                Michael Ward

            
	 	
              Name:

            	
              Michael
                Ward

            
	 	
              Title:

            	
              Executive
                Vice President

            


    

    
Signature
      Page to Registration Rights Agreement