THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
      ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
      HEREOF. NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED HEREBY MAY BE SOLD,
      PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT
      AND ALL OTHER APPLICABLE STATE SECURITIES LAWS.

     

    THIS
      WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE COMPANY’S
      CERTIFICATE OF INCORPORATION.

     

    NEXCEN
      BRANDS, INC.

     

    STOCK
      PURCHASE WARRANT

     

    
      	
              Date
                of Issuance: January 29, 2008

            	
              Certificate
                No. 

            


    

     

    FOR
      VALUE
      RECEIVED, NexCen Brands, Inc., a Delaware corporation (the “Company”),
      hereby grants to [Franchisee]
      or its
      registered assigns (the “Holder”)
      the
      right to purchase from the Company [_____] shares of the Company’s Common Stock
(the
      “Warrant
      Shares”)
      at
      a
      price per share of $4.23 (as adjusted from time to time in accordance herewith,
      the “Exercise
      Price”).
      Certain capitalized terms used herein are defined in Section
      5
      hereof.
      The amount and kind of securities obtainable pursuant to the rights granted
      hereunder and the purchase price for such securities are subject to adjustment
      pursuant to the provisions contained in this Warrant.

     

    1. Exercise
      of Warrant.

     

    1.1. Exercise
      Period.
      The
      Holder may exercise, in whole or in part the purchase rights represented by
      this
      Warrant at any time and from time to time after the one (1) year anniversary
      of
      the Date of Issuance to and including January 29, 2018 (the “Exercise
      Period”).

     

    1.2.
      Exercise.
      

     

    (a) The
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit
      A
      hereto
      (the “Subscription
      Form”)
      duly
      executed by such Holder and surrender of the original Warrant within four (4)
      days of exercise, to the Company at its principal office, accompanied by
      payment, in cash, wire transfer of immediately available funds or by certified
      or official bank check payable to the order of the Company, in the amount
      obtained by multiplying the number of shares of Common Stock for which this
      Warrant is then exercisable by the Exercise Price then in effect.

     

    (b) This
      Warrant shall be deemed to have been exercised and such certificate or
      certificates representing the Warrant Shares shall be deemed to have been
      issued, and the Holder or any other person so designated to be named therein
      shall be deemed to have become the Holder of record of such shares for all
      purposes, as of the date the Warrant has been exercised by payment to the
      Company of the Exercise Price and all taxes required to be paid by the Holder,
      if any, prior to the issuance of such shares, have been paid, notwithstanding
      that the stock transfer books of the Company shall then be closed or that
      certificates representing such Warrant Shares shall not then be physically
      delivered to the Holder or the original Warrant shall not then have been
      physically delivered to the Company during the four (4) day grace period as
      contemplated in Section
      1.2(a).
      No
      deduction shall be made from the amount paid by the Holder for any commissions,
      discounts or other expenses incurred by the Company for any underwriting of
      the
      issue or otherwise in connection therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company shall pay all documentary stamp taxes attributable to the issuance
      of
      Warrant Shares underlying this Warrant upon the exercise as provided herein;
      provided, however, that the Company shall not be required to pay any tax which
      may be payable in respect of any transfer involved in the registration of any
      certificate for Warrant Shares underlying this Warrant in a name other that
      of
      the Holder. The Holder is responsible for all other tax liability that may
      arise
      as a result of holding or transferring this Warrant or receiving shares of
      Common Stock underlying this Warrant upon exercise hereof.

     

    1.3. Partial
      Exercise.
      The
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in Section
      1.2
      except
      that the amount payable by the Holder on such partial exercise shall be the
      amount obtained by multiplying (a) the number of whole Warrant Shares designated
      by the Holder in the Subscription Form by (b) the Exercise Price then in effect.
      On any such partial exercise, the Company, at its expense, will forthwith issue
      and deliver to or on the order of the Holder hereof a new Warrant of like tenor,
      in the name of the Holder hereof or as such Holder (upon payment by such Holder
      of any applicable transfer taxes) may request, the whole number of Warrant
      Shares for which such Warrant may still be exercised.

     

    1.4. Fair
      Market Value.
“Fair
      Market Value” of a Warrant Share as of a particular date (the “Determination
      Date”)
      shall
      mean:

     

    (a) If
      the
      Company’s Common Stock is traded on an exchange, then the closing or last sale
      price, respectively, reported for the last Business Day immediately preceding
      the Determination Date;

     

    (b) If
      the
      Company’s Common Stock is not traded on an exchange as set forth in clause (a)
      above, but is traded on the over-the-counter market, then the average of the
      closing bid and ask prices reported for the last Business Day immediately
      preceding the Determination Date;

     

    (c) Except
      as
      provided in clause (d) below, if the Company’s Common Stock is not publicly
      traded, then as the Holder and the Company agree, or in the absence of such
      an
      agreement, by arbitration in accordance with the rules then in effect of the
      American Arbitration Association, before a single arbitrator to be chosen
      mutually by the Holder and the Company from a panel of persons qualified by
      education and training to pass on the matter to be decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company’s charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the Warrant Shares then issuable upon
      exercise of all of the Warrants are outstanding at the Determination
      Date.

     

    1.5 Delivery
      of Stock Certificates, etc. on Exercise.
      As soon
      as practicable after the exercise of the Warrant in full or in part, and in
      any
      event within ten (10) Business
      Days
      thereafter, the Company at its expense (including the payment by it of any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder hereof, or as such Holder (upon payment by such Holder of any
      applicable transfer taxes) may direct in compliance with applicable securities
      laws, a certificate or certificates for the number of duly and validly issued,
      fully paid and nonassessable Warrant Shares (or Other Securities) to which
      such
      Holder shall be entitled on such exercise, plus, in lieu of any fractional
      share
      to which such Holder would otherwise be entitled, cash equal to such fraction
      multiplied by the then Fair Market Value of one full Warrant Share, together
      with any other stock or other securities and property (including cash, where
      applicable) to which such Holder is entitled upon such exercise pursuant to
      Section
      1
      or
      otherwise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.6 Cashless
      Exercise.
      The
      Warrant may also be exercised in whole or in part by means of a “cashless
      exercise” by tendering this Warrant to the Company to receive a number of
      Warrant Shares equal in Fair Market Value to the difference between the Fair
      Market Value of the Warrant Shares issuable upon such exercise of the Warrant
      and the total cash Exercise Price of that part of the Warrant being exercised.
      Certificates for shares purchased hereunder shall be delivered to the Holder
      hereof within ten (10) Business Days after the date on which this Warrant shall
      have been exercised as aforesaid. 

     

    2. Adjustment
      of Exercise Price and Number of Warrant Shares.
      The
      Exercise Price in effect and the number and kind of securities purchasable
      upon
      the exercise of this Warrant shall be subject to adjustment from time to time
      upon the happening of certain events as provided in this Section
      2.

     

    2.1. Reorganization,
      Consolidation, Merger, etc.
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company, then, in each
      such
      case, as a condition to the consummation of such a transaction, proper and
      adequate provision shall be made by the Company whereby the Holder of this
      Warrant, on the exercise hereof as provided in Section
      1,
      at any
      time after the consummation of such reorganization, consolidation or merger
      or
      the effective date of such dissolution, as the case may be, shall receive,
      in
      lieu of the Warrant Shares (or Other Securities) issuable on such exercise
      prior
      to such consummation or such effective date, the stock and other securities
      and
      property (including cash) to which such Holder would have been entitled upon
      such consummation or in connection with such dissolution, as the case may be,
      if
      such Holder had so exercised this Warrant, immediately prior thereto, all
      subject to further adjustment thereafter as provided in this Section
      2.

     

    2.2 Dividends,
      Splits, Reclassifications Etc.
      In
      the
event
      of
      changes in the outstanding Common Stock of the Company by reason of share
dividends,
      splits, recapitalizations, reclassifications, combinations or exchanges of
      shares, reorganizations,
      liquidations, or the like, the number and class of the Warrant Shares available
      under the
      Warrant in the aggregate and the Exercise Price shall be correspondingly
      adjusted to give the Holder
      of
      the Warrant, on exercise for the same aggregate Exercise Price, the total
      number, class, and
      kind
      of shares as
      the
      Holder would have owned had the Warrant been exercised prior to the event
      and
      had the Holder continued to hold such shares until after the event requiring
      adjustment. The
      form
      of this Warrant need not be changed because of any adjustment in the Exercise
      Price or in the number of the
      Warrant Shares subject to this Warrant.

     

    2.3. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer referred to in this
Section
      2,
      this
      Warrant shall continue in full force and effect and the terms hereof shall
      be
      applicable to the Other Securities and property receivable on the exercise
      of
      this Warrant after the consummation of such reorganization, consolidation or
      merger, as the case may be, and shall be binding upon the issuer of any Other
      Securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this Warrant as
      provided herein. In the event this Warrant does not continue in full force
      and
      effect after the consummation of the transaction described in this Section
      2,
      then
      the Holder of the Warrants shall be entitled to exercise this Warrant at such
      time pursuant to Sections
      1.2,
      1.3
      or
1.6.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the Exercise Price or in the Warrant
      Shares (or Other Securities) issuable on the exercise of the Warrants, the
      Company will cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including the Exercise Price and/or the number of Warrant Shares to
      be
      received upon exercise of this Warrant, each as in effect immediately prior
      to
      such adjustment or readjustment and as adjusted or readjusted as provided in
      this Warrant. The Company will mail a copy of each such certificate to the
      Holder of the Warrant and
      to
      the Company’s stock transfer agent, if any.

     

    4. Reservation
      of Stock, etc. Issuable on Exercise of Warrant.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, a sufficient number of shares of
      Common Stock (or Other Securities) from time to time issuable on the exercise
      of
      the Warrant.

     

    5. Definitions.
      As used
      herein, capitalized terms, in addition to the terms defined elsewhere herein
      and
      unless the context otherwise requires, have the following respective
      meanings:

     

    (a) “Business
      Day”
means
      a
      day other than a Saturday, Sunday or other day on which commercial banks in
      the
      State of New York are authorized or required by law to close.

     

    (b) “Company”
means
      NexCen Brands, Inc. and any corporation which shall succeed or assume the
      obligations of NexCen Brands, Inc. hereunder.

     

    (c)  “Commission”
shall
      mean the United States Securities and Exchange Commission or any other federal
      agency at the time administering the Securities Act.

     

    (d) “Common
      Stock”
means
      (i) the Company’s common stock, $0.01 par value per share, and (ii) any other
      securities into which or for which any of the securities described in clause
      (i)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (e) “Other
      Securities”
refers
      to any stock (other than Common Stock) and other securities of the Company
      or
      any other person (corporate or otherwise) which the Holder of the Warrant at
      any
      time shall be entitled to receive, or shall have received, on the exercise
      of
      the Warrant, in lieu of or in addition to Common Stock, or which at any time
      shall be issuable or shall have been issued in exchange for or in replacement
      of
      Common Stock or Other Securities pursuant to Section
      2
      or
      otherwise.

     

    (f) “Securities
      Act”
shall
      mean the U.S. Securities Act of 1933, as amended, or any similar federal statute
      and the rules and regulations of the Commission promulgated thereunder, all
      as
      the same shall be in effect from time to time.

     

    6. Assignment;
      Exchange of Warrant.
      Subject
      to compliance with all applicable securities laws, this Warrant, and all rights
      hereunder are transferable or assignable upon (i) the sale
      or
      disposition of all or any substantial part of the Holder’s assets, (ii) the
      Holder’s merger or consolidation with or into another entity or
      business,
      or
      (iii) otherwise with the prior written consent of the Company, which consent
      may
      be withheld in the Company’s sole discretion. In
      the
      event of an assignment pursuant to subclause (iii) in the immediately proceeding
      sentence, on
      the
      surrender for exchange of this Warrant, with endorsement of the Holder of this
      Warrant proposing to effect the assignment (a “Transferor”)
      in the
      form of Exhibit
      B
      attached
      hereto (the “Transferor
      Endorsement Form”)
      and
      together with an opinion of counsel reasonably satisfactory to the Company
      that
      the transfer of this Warrant will be in compliance with all applicable
      securities laws, the Company at its expense (once only), but with payment by
      the
      Transferor of any applicable transfer taxes, will issue and deliver to or on
      the
      order of the Transferor thereof a new Warrant or Warrants of like tenor, in
      the
      name of the Transferor and/or the transferee(s) specified in such Transferor
      Endorsement Form (each, a “Transferee”),
      calling in the aggregate on the face or faces thereof for the number of shares
      of Common Stock called for on the face or faces of the Warrant so surrendered
      by
      the Transferor. No such transfers shall result in a public distribution of
      the
      Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7. Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense (once only) will execute and deliver, in lieu thereof,
      a
      new Warrant of like tenor.

     

    8. No
      Shareholder Rights.
      This
      Warrant shall not entitle the Holder hereof to any voting rights or other rights
      as a stockholder of the Company.

     

    9. Registration
      Rights. If
      the
      Company proposes to register any of Common Stock under the Securities Act and
      the registration form to be used may be used for the registration of the Warrant
      Shares, the Company shall give prompt written notice to the Holder of its
      intention to effect such a registration and shall include in such registration
      all Warrant Shares with respect to which the Company has received a written
      request for inclusion therein within 15 days after the receipt of the Company’s
      notice. If the foregoing registration statement is
      an
      underwritten primary registration on behalf of the Company, and the managing
      underwriters advise the Company in writing that in their opinion the number
      of
      securities requested to be included in such registration exceeds the number
      that
      can be sold in such offering without adversely affecting the marketability
      of
      the offering, the number of Warrant Shares included in such registration shall
      be reduced as necessary to give priority to the Common Stock the Company
      proposes to sell.

     

    10. Transfer
      on the Company’s Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the Holder hereof as the absolute owner hereof for all purposes, notwithstanding
      any notice to the contrary.

     

    11. Representations
      and Covenants of Holder.
      The
      Holder represents and
      warrants that it is acquiring the Warrant and the Warrant Shares solely for
      its
      account for investment
      and not with a view to or for sale or distribution of said Warrant or Warrant
      Shares or any part thereof. The Holder also represents that the entire legal
      and
      beneficial interests of the Warrant and Warrant Shares the Holder is acquiring
      are being acquired for, and will be held for, the
      Holder’s account only. The Holder further represents and warrants as
      follows:

     

    (a) Securities
      Are Not Registered.

     

    (i) The
      Holder acknowledges and understands that the Warrant and the Warrant Shares
      have
      not been registered under the Securities Act, on the basis that no distribution
      or public offering of the shares of the Company is to be effected. The Holder
      realizes that the basis for the exemption may not be present if, notwithstanding
      its representations, the Holder has a present intention of acquiring the
      securities for a fixed or determinable period in the future, selling (in
      connection with a distribution or otherwise), granting any participation in,
      or
      otherwise distributing the securities. The Holder has no such present
      intention.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) The
      Holder of this Warrant recognizes that the Warrant and the Warrant Shares must
      be held indefinitely, and that no sale, transfer, assignment, hypothecation
      or
      other disposition of this Warrant or the Warrant Shares shall be made in the
      absence of (A) an effective registration statement under the Securities Act
      as
      to this Warrant or the Warrant Shares and the registration or qualification
      of
      this Warrant or the Warrant Shares under any applicable state securities laws
      is
      then in effect or (B) an opinion of counsel satisfactory to the Company to
      the
      effect that such registration or qualification is not required in reliance
      on an
      exemption therefrom.

     

    (iii) The
      Holder is aware that neither the Warrant nor the Warrant Shares
      may be sold pursuant to Rule 144 adopted under the Securities Act unless certain
      conditions are
      met,
      including, among other things, the existence of a public market for the Warrant
      or the Warrant Shares, the availability of certain current public information
      about the Company, the resale following the required
      holding period under Rule 144 and the number of Warrant Shares being sold during
      any
      three
month
      period not exceeding specified limitations. So
      long
      as the Holder owns any Warrant Shares, the Company agrees to furnish such Holder
      forthwith upon request: a written statement by the Company as to its compliance
      with Rule 144, a copy of the most recent annual or quarterly report of the
      Company filed with the Commission, and such other reports and documents as
      a
      Holder may reasonably request in availing itself of any rule or regulation
      of
      the Commission allowing it to sell any such securities without
      registration.

     

    (b) Legended
      Shares.
      The
      Holder understands and agrees that all certificates or other instruments
      evidencing the Common Stock to be issued in connection with the exercise of
      this
      Warrant will bear legends as provided herein, one of which shall be
      substantially in the form set forth below:

     

    
      	 	
              “THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                UNDER
                THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
                STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
                PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
                SALE OR
                DISTRIBUTION HEREOF. THESE SECURITIES MAY NOT BE SOLD, PLEDGED,
                TRANSFERRED OR ASSIGNED EXCEPT IN ACCORDANCE WITH THE SECURITIES
                ACT AND
                ALL OTHER APPLICABLE STATE SECURITIES
                LAWS.”

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “THE
                CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”)
                OF THE COMPANY CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS
                DEFINED
                IN THE COMPANY’S CERTIFICATE OF INCORPORATION) OF ANY STOCK OF THE COMPANY
                (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS) WITHOUT THE
                PRIOR
                AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD OF
                DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE
                COMPANY (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE
                CODE OF
                1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED
                THEREUNDER), THAT IS TREATED AS OWNED BY A FIVE PERCENT STOCKHOLDER
                UNDER
                THE CODE AND SUCH REGULATIONS. IF THE TRANSFER RESTRICTIONS ARE VIOLATED,
                THEN THE TRANSFER WILL BE VOID AB
                INITIO AND
                THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER
                EXCESS
                SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE
                COMPANY’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE
                SECURITIES OF THE COMPANY WITHIN THE MEANING OF DELAWARE LAW
                (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE
                PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL
                BE
                REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS
                PROVIDED
                FOR IN THE COMPANY’S CERTIFICATE OF INCORPORATION TO CAUSE THE FIVE
                PERCENT STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER
                RESTRICTIONS. THE COMPANY WILL FURNISH WITHOUT CHARGE TO THE HOLDER
                OF
                RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION,
                CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN
                REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF
                BUSINESS.”

            


    

     

    
      12. Notices.
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a Business
        Day during normal business hours where such notice is to be received), or
        the
        first Business Day following such delivery (if delivered other than on a
        Business Day during normal business hours where such notice is to be received)
        or (b) on the second Business Day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Company to: 1330
        Avenue of the Americas, 34th
        Floor,
        New
        York, NY 10019, Attn. Sue Nam, facsimile: (212) 277-1160, and (ii) if to
        the
        Holder, to the address and facsimile number listed on the first paragraph
        of
        this Warrant.

    

     

    13. Descriptive
      Headings.
      The
      description headings of the several sections and paragraphs of this Warrant
      are
      inserted for convenience only, do not constitute a part of this Warrant, and
      shall not limit or otherwise affect any of the terms hereof.

     

    14. Governing
      Law; Dispute Resolution.
      This
      Warrant shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of New York, without
      regard to its conflicts of law principles. The
      Company and the Holder hereby agree that any dispute arising out of or relating
      to this Warrant, or any action for recognition or enforcement of any judgment,
      shall be adjudicated by any New York State court or federal court of the United
      States sitting in New York City, and any appellate court from any
      thereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    15. Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought. The invalidity
      or
      unenforceability of any provision hereof shall in no way affect the validity
      or
      enforceability of any other provision.

     

    *     *     *     *     *

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    
      	 	NEXCEN
              BRANDS, INC. 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

     

    TO:
      NEXCEN BRANDS, INC.

     

    (1)    ̈ Payment. 
      The
      undersigned, pursuant to the provisions set forth in the attached Warrant (No.
      ____), hereby irrevocably elects to purchase _________
      shares
      of Common
      Stock of NexCen Brands, Inc. (the
      “Company”)
      covered by such Warrant,
      and
      tenders herewith
      payment of the
      full
      exercise price for such shares at the price provided for, and subject to the
      adjustment as provided in, such Warrant, together with all applicable transfer
      taxes, if any. Such payment of the full exercise price in the amount of $_______
      is in lawful money of the United States.

     

     ̈ Cashless
      Exercise.
      The
      undersigned hereby elects to purchase __________ shares of Common Stock of
      the
      Company pursuant
      to the terms of the cashless exercise provisions set forth in Section
      1.6
      of the
      attached Warrant,
      and shall tender payment of all applicable transfer taxes, if any.

     

    (2)   The
      undersigned requests that the certificates for said shares of Common Stock
      be
      issued in the name of, and delivered to
      ____________________________________ whose address is _______________________________________

    ____________________________________________________________________________

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the “Securities
      Act”),
      or
      pursuant to an exemption from registration under the Securities
      Act.

     

    
      	
              Dated: 

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature
              must conform to name of holder as specified on the face of the
              Warrant)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
              (Address)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

     

    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of NEXCEN BRANDS, INC. to which the within Warrant relates specified
      under
      the headings “Percentage Transferred” and “Number Transferred,” respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of NEXCEN BRANDS, INC. with full
      power of substitution in the premises.

    

      
        	
                Transferees

              	 	
                Percentage
                  Transferred

              	 	
                Number
                  Transferred

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      	Dated:
              ______________, ___________ 	 	 
	 	 	 
	 	 	 
	Signed
              in the presence of:	 	(Signature
              must conform to name of holder as specified on the face of the
              warrant) 
	 	 	 
	        (Name)	 	 
	 	 	 
	 	 	 
	ACCEPTED
              AND AGREED:   	 	 
	[TRANSFEREE]	 	 
	 	 	 
	 	 	 
	 	 	        (address)
	        (Name)	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	        (address)