EMPLOYMENT
      AGREEMENT 

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      made as of November 12, 2008 (the “Effective
      Date”),
      by
      and between NexCen Brands, Inc. (“NBI”)
      and
      NexCen Franchise Management, Inc. (“NFM”)
      (NBI
      together with NFM, collectively, the “Company”)
      and
      Mark Stanko (the “Executive”),
      each
      a “Party”
and
      collectively the “Parties.”
      Unless
      otherwise indicated, capitalized terms used herein are defined in
      Section 2.1. 

    


          WHEREAS,
      the
      Company
      has
      determined that it is in the best interests of the
      Company
      and its
      shareholders to enter into an employment agreement with the Executive, and
      the
      Executive is willing to serve as an employee of the
      Company.
      

    


          NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, including the Option Grant, as defined below, it is agreed by and
      between the Executive and the Company as follows: 

    


    ARTICLE
      I

    EMPLOYMENT
      TERMS 

    


    1.1
      Employment.
      The
      Company
      will
      employ the Executive, and the Executive accepts employment with the
      Company,
      upon
      the terms and conditions set forth in this Agreement for the period beginning
      on
      the Effective Date and ending as provided in Section 1.4(a) hereof (the
“Employment
      Period”).
      

    


    1.2
      Position
      and Duties.
      

    


    (a) Generally.
      The
      Executive shall serve as the Chief Financial Officer and Treasurer of NBI,
      concurrently with his current position as the Chief Financial Officer of NFM.
      In
      such capacity as the Chief Financial Officer and Treasurer of NBI, the Executive
      shall perform such duties as are set forth in the By-Laws
      of
NBI
      and
      as are customarily performed by an officer with similar title and
      responsibilities of a public company of a similar size and shall have such
      power
      and authority as shall reasonably be required to enable him to perform his
      duties hereunder; provided, however, that in exercising such power and authority
      and performing such duties, he shall at all times be subject to the authority,
      control and direction of the Chief Executive Officer of NBI and ultimately
      the
      Board of Directors of NBI (the “Board”). 

    


    (b) Duties
      and Responsibilities.
      The
      Executive shall report to the Chief Executive Officer of NBI
      and
      shall devote his full business time and attention to the business and affairs
      of
the
      Company
      and its
Subsidiaries.
      The
      Executive shall perform his duties and responsibilities in a diligent,
      trustworthy, businesslike and efficient manner. The Executive shall not engage
      in any other business activities that could reasonably be expected to conflict
      with the Executive’s duties, responsibilities and obligations hereunder. During
      the Employment Period, the Executive shall promptly bring to the
      Company
      or its
Subsidiaries,
      as
      applicable, all investment or business opportunities relating to the Business
      of
      which the Executive becomes aware. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) The
      Executive shall not engage in any other business activities that could
      reasonably be expected to conflict with the Executive’s duties, responsibilities
      and obligations hereunder. 

    


    (d) Principal
      Office.
      The
      principal place of performance by the Executive of his duties hereunder shall
      be
      the Company’s offices in Norcross, Georgia, although the Executive may be
      required to travel in connection with the business of the
      Company.
      The
      Executive acknowledges and agrees that such travel shall include periodic visits
      to the Company’s offices in New York, New York . 

    


    1.3
      Compensation.
      

    


    (a) Base
      Salary.
      The
      Executive’s base salary shall be $225,000.00 per annum (the “Base
      Salary”).
      The
      Base Salary payable for Fiscal Year 2008 shall be prorated based on the number
      of days from and including October 16, 2008 through and including December 31,
      2008.
      The
      Base Salary will be payable to the Executive by the
      Company
      in
      regular installments in accordance with the
      Company’s
      general payroll practices. The Executive shall receive such increases (but
      not
      decreases) in his Base Salary as the Board, or the Compensation Committee of
      the
      Board (“Compensation Committee”), may approve in its sole discretion from time
      to time; provided that the Executive’s Base Salary will be reviewed for
      potential upward adjustment not less often than annually. 

    


    (b) Annual
      Bonus.
      Executive will be eligible to receive a performance-based bonus, as determined
      by the Chief Executive Officer, calculated as a percentage of the Bonus Pool,
      based on the Executive and the Company achieving annual performance goals,
      all
      of which shall be subject to review and confirmation by Compensation Committee
      or the Board to the extent required under the Company’s management bonus plan or
      under applicable securities laws and the Nasdaq listed company requirements.
      

    


    (c) Withholding.
      All
      payments made under this Agreement (including Base Salary, bonus payments,
      and
      other amounts) shall be subject to withholding for income taxes, payroll taxes
      and other legally required deductions. 

    


    (d) Expenses.
      The
      Company
      will
      reimburse the Executive for all reasonable expenses incurred by him in the
      course of performing his duties under this Agreement that are consistent with
      the
      Company’s
      policies in effect at that time with respect to travel, entertainment and other
      business expenses, subject to the
      Company’s
      requirements with respect to reporting and documentation of such expenses.
      

    


    (e) Vacation;
      Holiday Pay and Sick Leave.
      The
      Executive shall be entitled to four (4) weeks’ paid vacation in each calendar
      year, which if not taken during any year may be carried forward to any
      subsequent year. Executive shall receive holiday pay and paid sick leave as
      provided to other executive employees of the
      Company.
      

    


    (f) Additional
      Benefits.
      During
      the Employment Period, the Executive shall be entitled to participate (for
      himself and, as applicable, his dependents) in the group medical, life, 401(k)
      and other insurance programs, employee benefit plans and perquisites which
      may
      be adopted by the Company, the Board or the Compensation Committee, from time
      to
      time, for participation by the
      Company’s
      senior
      management or executives, such as dental, life and disability insurance
      coverage, subject to, in all cases, the terms and conditions established by
      the
      Company, Board or the Compensation Committee with respect to such plans
      (collectively, the “Benefits”);
      provided, however, that the Company, Board or the Compensation Committee, in
      its
      reasonable discretion, may revise the terms of any Benefits so long as such
      revision does not have a disproportionately negative impact on the Executive
      vis-à-vis other Company employees, to the extent applicable. 


    
      
        
        

      

      
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    (g) Indemnification.
      The
      Executive shall be entitled to indemnification by the Company in the same
      circumstances and to the same extent as the other executive officers and
      directors of the
      Company,
      which
      indemnification shall in no event be less favorable to the Executive than the
      fullest scope of indemnification permitted by applicable Delaware law (or any
      such greater scope of indemnification provided by agreement or by the terms
      of
the
      Company’s
      Certificate
      of Incorporation
      or
By-Laws
      to any
      executive officer or director of the
      Company).
      

    


    (h) Stock
      Options.
      The
      Executive shall be granted additional options to purchase 30,000 shares of
      the
      NBI’s
      common
      stock (the “Option
      Grant”),
      subject to the approval of the Compensation Committee. These Stock Options
      shall
      have a 10-year term and an exercise price equal to the fair market value of
      NBI’s common stock on the grant date, which is typically the closing price per
      share on the third trading day after NBI publicly announces its next annual
      or
      quarterly financial results, immediately following the start of
      employment. The
      Stock
      Options shall be granted pursuant to and be subject to the terms of the 2006
      Long Term Equity Incentive Plan (the “Plan”) and customary grant agreements. The
      Stock Options shall vest and become exercisable in equal tranches on the first,
      second and third anniversaries of the grant date, subject to the Executive’s
      continued employment with the
      Company
      on each
      vesting date, and further subject to accelerated vesting under the Plan, the
      grant agreement and the terms of this Agreement; provided that in the event
      of
      the Executive’s termination by the
      Company
      without
      Cause, the Executive’s resignation with Good Reason or upon a Change of Control
      (as defined below), the Executive shall immediately be fully vested in all
      of
      the Stock Options. Except as provided in the preceding sentence, any unvested
      options shall be forfeited upon termination of this Agreement, and any options
      that are vested but unexercised upon termination shall be subject to the terms
      and conditions of the Plan or, if applicable, the last sentence of
      Section 1.4(c) hereof. In the event that the
      Company
      elects
      from time to time during the Employment Period to award to its senior management
      or executives, generally, options to purchase shares of the
      Company’s
      stock
      pursuant to any stock option plan or similar program, the Executive shall be
      entitled to participate in any such stock option plan or similar program on
      a
      basis consistent with the participation of other senior management or executives
      of the
      Company.
      

    


    1.4
      Term
      and Termination.
      

    


    (a) Duration.
      The
      Employment Period shall commence on the Effective Date and the initial term
      shall terminate three (3) years from the Effective Date (the “Term”),
      unless earlier terminated by the
      Company
      or the
      Executive as set forth in this Section 1.4. The Term shall renew
      automatically for one-year periods, unless either party gives the other party
      written notice of its intention not to renew the Agreement no later than
      90 days prior to the expiration of the then current Term. The Employment
      Period shall be terminated prior to the then-applicable expiration of the Term
      upon the first to occur of (i) termination of the Executive’s employment by
the
      Company
      for
      Cause, (ii) termination of the Executive’s employment by the
      Company
      without
      Cause, (iii) the Executive’s resignation with Good Reason, (iv) the
      Executive’s resignation other than for Good Reason, or (v) the Executive’s
      death or Disability. The Executive shall not terminate the Employment Period,
      with or without Good Reason, unless he gives the
      Company
      written
      notice that he intends to terminate the Employment Period at least 90 days
      prior to the Executive’s proposed Termination Date. As a condition to Executive
      receiving any payments or benefits under Section 1.4(b) or
      Section 1.4(c), the Executive shall execute and deliver to the
      Company
      the
      General Release in the form attached hereto as Exhibit A. 


    
      
        
        

      

      
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    (b) Severance
      Upon Termination Without Cause, Upon Resignation by the Executive For Good
      Reason or Failure to Renew Term.
      If the
      Employment Period is terminated by the
      Company
      without
      Cause or if the Executive resigns for Good Reason, or if the
      Company
      fails to
      renew the Term (in which case termination of the Executive’s employment shall be
      effective at the expiration of the then-current Term), then the Executive will
      be entitled to receive (1) any unpaid Base Salary through and including the
      date of termination or resignation and any other amounts, including any declared
      but unpaid Annual Bonus, or other entitlements then due and owing to the
      Executive as of the Termination Date; (2) an amount equal to the
      Executive’s Base Salary (at the rate in effect on the date the Executive’s
      employment is terminated) for a twelve-month period following the Executive’s
      termination of employment as described in this Section 1.4(b), payable in
      (A) substantially equal installments over the lesser of (i) a
      six-month period immediately following such termination, or (ii) such
      shorter period that is the longest period permissible in order for the payments
      not to be considered “nonqualified
      deferred compensation”
      under
      Section 409A of the Code or any regulations, rulings or other regulatory
      guidance issued thereunder, or, if such payment terms would not satisfy the
      requirements of Section 409A of the Code and the regulations, rulings and
      other regulatory guidance issued thereunder, or (B) a lump sum on the date
      that is six months following the Executive’s “separation
      from service”
      (within
      the meaning of Section 409A of the Code) occurring in connection with such
      termination and (3) continue to participate in the Company’s group medical
      plan on the same basis as he previously participated or
      receive
      payment of, or reimbursement for, COBRA premiums (or, if COBRA coverage is
      not
      available, reimbursement of premiums paid for other medical insurance in an
      amount not to exceed the COBRA premium) for a twelve-month period following
      the
      Executive’s termination of employment; provided
      that
      if
      the Executive is provided with health insurance coverage by a successor
      employer, any such coverage by the
      Company
      shall
      cease (each of (1), (2) and (3) referred to as the “Severance
      Payment”).
      The
      Executive also shall be entitled to receive payment for all reimbursable
      expenses or other entitlements then due and owing to the Executive as of the
      Termination Date. If the Executive breaches his obligations under
      Section 1.6, 1.7, 1.8 or 1.9 of this Agreement, the Company’s obligation to
      make any Severance Payments and provide any Benefits shall cease as of the
      date
      of such breach; provided, that if the Executive cures such breach within
      10 days of receiving written notice from the
      Company
      of such
      breach (which notice the
      Company
      shall
      provide promptly to the Executive after learning of such breach), the
      Company
      shall
      promptly pay all Severance Payments not made during such period of dispute
      and
      resume making Severance Payments and providing Benefits promptly following
      such
      cure. 


    
      
        
        

      

      
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    (c) Severance
      upon a Change of Control.
      Anything contained herein to the contrary notwithstanding, in the event the
      Executive’s employment hereunder is terminated within twelve (12) months
      following a Change of Control (as defined in the Plan) by the
      Company
      without
      Cause or by the Executive with Good Reason, the Executive shall be entitled
      to
      receive the Severance Payment as described in sub-section (b) above;
      provided, however, that in lieu of the calculation contained in
      Section 1.4(b)(2), Executive shall be entitled to receive an amount equal
      to $100 less than one times the sum of (i) the Executive’s Base Salary (at
      the rate in effect on the date of termination) and (ii) the annual bonus
      paid to Executive 1.3(b) in the year prior to such Change of Control, if any;
      provided, however, that if such lump sum severance payment, either alone or
      together with other payments or benefits, either cash or non-cash, that the
      Executive has the right to receive from the
      Company,
      including, but not limited to, accelerated vesting or payment of any deferred
      compensation, options, stock appreciation rights or any benefits payable to
      the
      Executive under any plan for the benefit of employees, would constitute an
      “excess
      parachute payment”
      (as
      defined in Section 280G of the Internal Revenue Code of 1986), then such
      lump sum severance payment or other benefit shall be reduced to the largest
      amount that will not result in receipt by the Executive of an “excess
      parachute payment.”
      The
      determination of the amount of the payment described in this subsection shall
      be
      made by the
      Company’s
      independent auditors at the sole expense of the
      Company.
      For
      purposes of clarification the value of any options described above will be
      determined by the
      Company’s
      independent auditors using a Black-Scholes valuation methodology. If within
      twelve (12) months after the occurrence of a Change of Control,
the
      Company
      shall
      terminate the Executive’s employment without Cause or the Executive terminates
      his employment with Good Reason, then notwithstanding the vesting and
      exercisability schedule in any stock option or other grant agreement between
      the
      Company
      and the
      Executive, all unvested stock options, shares of restricted stock and other
      equity awards granted by the
      Company
      to the
      Executive pursuant to any such agreement shall immediately vest, and all such
      stock options shall become exercisable and shall remain exercisable for the
      greater of 180 days after the effective date of termination of the
      Executive’s employment or the remaining term of the applicable option.


    


    (d) Death
      and Disability.
      In the
      event of the
      Company
      terminates this Agreement due to the death of the Executive, the
      Company
      shall
      pay the Executive his Base Salary through the date of termination, at the rate
      then in effect, and all expenses or accrued Benefits arising prior to such
      termination which are payable to the Executive pursuant to this Agreement
      through the date of termination. Any other rights and benefits the Executive
      may
      have under employee benefit plans and programs of the
      Company
      generally in the event of the Executive’s Disability shall be determined in
      accordance with the terms of such plans and programs. In the event of
      Executive’s death, any rights and benefits that the Executive’s estate or any
      other person may have under employee benefit plans and programs of the
      Company
      generally in the event of the Executive’s death shall be determined in
      accordance with the terms of such plans and programs. 

    


    (e) Salary
      and Other Payments Through Termination.
      If the
      Executive’s employment with the
      Company
      is
      terminated during the Term (i) by the
      Company
      for
      Cause or (ii) by the Executive other than for Good Reason, the Executive
      will be entitled to receive his Base Salary through the Termination Date, but
      will not be entitled to receive any Severance Payments or Benefits after the
      Termination Date. The Executive shall be entitled to receive payment for all
      reimbursable expenses or other entitlements then due and owing to the Executive
      as of the Termination Date. 


    
      
        
        

      

      
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    (f) Other
      Rights.
      Except
      as set forth in this Section 1.4, all of the Executive’s rights to receive
      Base Salary, Benefits and annual bonuses hereunder (if any) which accrue or
      become payable after the termination of the Employment Period shall cease upon
      such termination. 

    


    (g) Continuing
      Benefits.
      Notwithstanding Section 1.4(f), termination pursuant to this
      Section 1.4 shall not modify or affect in any way whatsoever any vested
      right of the Executive to benefits payable under any retirement or pension
      plan
      or under any other employee benefit plan of the
      Company,
      and all
      such benefits shall continue, in accordance with, and subject to, the terms
      and
      conditions of such plans, to be payable in full to, or on account of, the
      Executive after such termination. 

    


    (h) No
      Duty of Mitigation.
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Article I by seeking other employment or
      otherwise.

    


    (i)
      Effect
      of Termination by NBI or NFM.
      For
      purposes of clarification, termination of the Executive’s employment by
the
      Company
      consists
      of termination by both NBI and NFM. The Executive’s employment shall not be
      deemed terminated by the Company if he remains employed by either NBI or NFM.
      Termination of Executive’s employment by the Executive, however, shall consist
      of termination of his employment with either NBI or NFM. 

    


     1.5
      Confidential
      Information.
      

    


     (a) The
      Executive shall not disclose or, directly or indirectly, use at any time, during
      the Employment Period or thereafter, any Confidential Information (as defined
      below) of which the Executive is or becomes aware, whether or not such
      information is developed by him, alone or with others, except to the extent
      that
      (i) such disclosure or use is required by the Executive’s performance of
      the duties assigned to the Executive by the Board, (ii) the Executive is
      required by subpoena or similar process to disclose or discuss any Confidential
      Information, provided, that in such case, the Executive shall promptly inform
      the
      Company
      in
      writing of such event, shall cooperate with the
      Company
      in
      attempting to obtain a protective order or to otherwise limit or restrict such
      disclosure to the greatest extent possible, and shall disclose only that portion
      of the Confidential Information as is strictly required, or (iii) such
      Confidential Information is or becomes generally known to and available for
      use
      by the public, other than as a result of any action or inaction directly or
      indirectly by the Executive. At the
      Company’s
      expense, the Executive shall take all appropriate steps to safeguard
      Confidential Information and to protect it against disclosure, misuse,
      espionage, loss and theft. The Executive acknowledges that the Confidential
      Information obtained by him during the course of his employment with
the
      Company
      is the
      sole and exclusive property of the
      Company
      and its
Subsidiaries,
      as
      applicable. 


    
      
        
        

      

      
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     (b) The
      Executive understands that the
      Company
      and its
Subsidiaries
      will
      receive from third parties confidential or proprietary information
      (“Third
      Party Information”)
      subject to a duty on the part of the
      Company
      and its
Subsidiaries
      to
      maintain the confidentiality of such information and to use it only for certain
      limited purposes. During the Employment Period and in the period specified
      in
      such confidentiality agreements, and without in any way limiting the provisions
      of Section 1.5(a) above, the Executive will hold Third Party Information in
      confidence, consistent with the obligations applicable to Confidential
      Information of the
      Company
      generally, and will not disclose to anyone (other than personnel and agents
      of
the
      Company
      or its
Subsidiaries
      who need
      to know such information in connection with their work for the
      Company
      or its
Subsidiaries)
      or use,
      except in connection with his work for the
      Company
      or its
Subsidiaries,
      Third
      Party Information unless expressly authorized by the Board in writing.


    


     (c) As
      used in this Agreement, the term “Confidential
      Information”
means
      information that is not generally known to the public and that is related in
      any
      way to the actual or anticipated business of the
      Company,
      its
Subsidiaries,
      its
      Affiliates or any of their respective predecessors in interest, including but
      not limited to (i) business development, growth and other strategic
      business plans, (ii) properties available for acquisition, financing
      development or sale, (iii) accounting and business methods,
      (iv) services or products and the marketing of such services and products,
      (v) fees, costs and pricing structures, (vi) designs,
      (vii) analysis, (viii) drawings, photographs and reports,
      (ix) computer software, including operating systems, applications and
      program listings, (x) flow charts, manuals and documentation,
      (xi) data bases, (xii) inventions, devices, new developments, methods
      and processes, whether patentable or unpatentable and whether or not reduced
      to
      practice, (xiii) copyrightable works, (xiv) all technology and trade
      secrets, (xv) confidential terms of material agreements and customer
      relationships, and (xvi) all similar and related information in whatever
      form or medium. Confidential Information shall not include any information
      that
      has become generally available to the public prior to the date the Executive
      proposes to disclose or use such information or general know-how of the
      Executive. 

    


    1.6
      Inventions
      and Patents.
      Executive acknowledges that all discoveries, concepts, ideas, inventions,
      innovations, improvements, developments, products, methods, processes,
      techniques, programs, designs, analyses, drawings, reports, patents,
      copyrightable works and mask works (whether or not including any Confidential
      Information) and all issuances, registrations or applications related thereto,
      all other proprietary information or intellectual property and all similar
      or
      related information (whether or not patentable) conceived, developed,
      contributed to, made, or reduced to practice by Executive (either alone or
      with
      others) while employed by Company or any of its Subsidiaries
      or
      Affiliates or any of their respective predecessors in interest (including prior
      to the date of this Agreement) or using the materials, facilities or resources
      of the
      Company
      or any
      of its Subsidiaries
      or
      Affiliates or any of their respective predecessors in interest (collectively,
      “Company
      Works”)
      is the
      sole and exclusive property of the
      Company
      and its
Subsidiaries.
      Executive hereby assigns all right, title and interest in and to all Company
      Works to the
      Company
      and its
Subsidiaries
      and
      waives any moral rights he may have therein, without further obligation or
      consideration. Any copyrightable work prepared in whole or in part by the
      Executive will be deemed “a
      work made for hire”
      under
      Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries
      shall
      own all of the rights comprised in the copyright therein. The Executive shall
      promptly and fully disclose in writing all Company Works to the
      Company
      and
      shall cooperate with the
      Company
      and its
Subsidiaries
      to
      protect, maintain and enforce the
      Company’s
      and
      its Subsidiaries’
      interests in and rights to such Company Works (including, without limitation,
      providing reasonable assistance in securing patent protection and copyright
      registrations and executing all affidavits, assignments, powers-of-attorney
      and
      other documents as reasonably requested by the
      Company,
      whether
      such requests occur prior to or after termination of the Executive’s employment
      with the
      Company).
      


    
      
        
        

      

      
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    1.7
      Delivery
      of Materials Upon Termination of Employment.
      As
      requested by the
      Company
      from
      time to time and in any event upon the termination of the Executive’s employment
      with the Company , the Executive shall promptly deliver to the
      Company,
      or at
the
      Company’s
      election destroy, all copies and embodiments, in whatever form or medium, of
      all
      Confidential Information, Company Works and other property and assets of
the
      Company
      and its
Subsidiaries
      in the
      Executive’s possession or within his control (including, but not limited to,
      office keys, access cards, written records, notes, photographs, manuals,
      notebooks, documentation, program listings, flow charts, magnetic media, disks,
      diskettes, tapes computers and handheld devices (including all software, files
      and documents thereon) and any other materials containing any Confidential
      Information or Company Works) irrespective of the location or form of such
      material and, if requested by the
      Company,
      shall
      provide the
      Company
      with
      written confirmation that all such materials have been delivered to the
      Company
      or
      destroyed, as applicable. 

    


    1.8
      Non-Compete
      and Non-Solicitation Covenants.
      

    


    (a) The
      Executive acknowledges and agrees that the Executive’s services to the
      Company
      and its
Subsidiaries
      are
      unique in nature and that the
      Company
      and its
Subsidiaries
      would be
      irreparably damaged if the Executive were to provide similar services to any
      Person competing with the
      Company
      and its
Subsidiaries
      or
      engaged in the Business. The Executive further acknowledges that, in the course
      of his employment with the
      Company,
      he will
      become familiar with the
      Company’s
      and
      its Subsidiaries’
trade
      secrets and with other Confidential Information. During the Noncompete Period,
      he shall not, directly or indirectly, whether for himself or for any other
      Person, permit his name to be used by or participate in any business or
      enterprise (including, without limitation, any division, group or franchise
      of a
      larger organization) that engages or proposes to engage in the Business in
      the
      Restricted Territories, other than the
      Company
      and its
Subsidiaries
      or
      except as otherwise directed or authorized by the Board. For purposes of this
      Agreement, the term “participate
      in”
      shall
      include, without limitation, having any direct or indirect interest in any
      Person, whether as a sole proprietor, owner, stockholder, partner, member,
      joint
      venturer, creditor or otherwise, or rendering any direct or indirect service
      or
      assistance to any Person (whether as a director, officer, supervisor, employee,
      agent, consultant or otherwise). Nothing herein will prohibit the Executive
      from
      mere passive ownership of not more than five percent (5%) of the outstanding
      stock of any class of a publicly held corporation whose stock is traded on
      a
      national securities exchange or in the over-the-counter market. As used herein,
      the phrase “mere
      passive ownership”
      shall
      include voting or otherwise granting any consents or approvals required to
      be
      obtained from such Person as an owner of stock or other ownership interests
      in
      any entity pursuant to the charter or other organizational documents of such
      entity, but shall not include, without limitation, any involvement in the
      day-to-day operations of such entity. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (b) During
      the Nonsolicitation Period, the Executive will not directly, or indirectly
      through another Person, solicit, induce or attempt to induce any customer,
      supplier, licensee, or other business relation of the
      Company
      or any
      of its Subsidiaries
      to cease
      doing business with the Company or any of its Subsidiaries,
      or
      solicit, induce or attempt to induce any person who is, or was during the
      then-most recent 12-month period, a corporate officer, general manager or other
      employee of the
      Company
      or any
      of its Subsidiaries
      to
      terminate such employee’s employment with the Company or any of its Subsidiaries,
      or hire
      any such person unless such person’s employment was terminated by the
      Company
      or any
      of its Subsidiaries,
      or in
      any way interfere with the relationship between any such customer, supplier,
      licensee, employee or business relation and the
      Company
      or any
      of its Subsidiaries.
      The
      Executive acknowledges and agrees that the
      Company
      and its
Subsidiaries
      would be
      irreparably damaged if the Executive were to breach any of the provisions
      contained in this Section 1.8(b). 

    


    (c) Executive
      acknowledges that this Agreement, and specifically, this Section 1.8, does
      not preclude Executive from earning a livelihood, nor does it unreasonably
      impose limitations on Executive’s ability to earn a living. In addition,
      Executive agrees and acknowledges that the potential harm to the
      Company
      of its
      non-enforcement outweighs any harm to Executive of its enforcement by injunction
      or otherwise. 

    


    1.9
      Enforcement.
      If, at
      the time of enforcement of Section 1.5, 1.6, 1.7, 1.8 or 1.10, a court
      holds that the restrictions stated herein are unreasonable under circumstances
      then existing, the Parties agree that, to the extent permitted by applicable
      law, the maximum period, scope or geographical area reasonable under such
      circumstances will be substituted for the Noncompete Period, scope or area.
      Because the Executive’s services are unique and because the Executive has access
      to Confidential Information and Company Works, the Parties agree that money
      damages would be an inadequate remedy for any breach of Section 1.5, 1.6, 1.7,
      1.8 or 1.10. Therefore, in the event of a breach or threatened breach of
      Section 1.5, 1.6, 1.7, 1.8 or 1.10, the
      Company
      or any
      of its Subsidiaries
      or any
      of their respective successors or assigns may, in addition to other rights
      and
      remedies existing in their favor, apply to any court of competent jurisdiction
      for specific performance and/or injunctive or other relief in order to enforce,
      or prevent any violations of, the provisions hereof (without posting a bond
      or
      other security). The Parties hereby acknowledge and agree that
      (a) performance of the services of the Executive hereunder may occur in
      jurisdictions other than the jurisdiction whose law the Parties have agreed
      shall govern the construction, validity and interpretation of this Agreement,
      (b) the law of the State of New York shall govern construction, validity
      and interpretation of this Agreement to the fullest extent possible, and (c)
      Section 1.5, 1.6, 1.7, 1.8 or 1.10 shall restrict the Executive only to the
      extent permitted by applicable law. 

    


    1.10
      Survival.
      Sections 1.5, 1.6, 1.7 and 1.8 and 1.10 will survive and continue in full
      force in accordance with their terms notwithstanding any termination of the
      Employment Period. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    1.11
      Consideration.
      The
      Executive hereby agrees and acknowledges that the Option Grant constitutes
      good
      and valuable consideration for the covenant and obligations incurred by
      Executive pursuant to Section 1.8. 

    


    ARTICLE
      III

    DEFINED
      TERMS 

     

    2.1
      Definitions.
      For
      purposes of this Agreement, the following terms will have the following
      meanings: 

    


              “Bonus
      Pool”
means,
      with respect to any Fiscal Year, an amount equal to 5.0% of the annual net
      income of Company for such Fiscal year, as reported by Company in its audited
      annual financial statements or any other amount authorized as the “Bonus Pool”
by the Board or Compensation Committee under the 2006 Management Bonus Plan
      or
      any other management bonus plan adopted by the Company. 

    


              “Business”
means
      the business of (i) acquiring or licensing, for sale, licensing or
      sublicensing (or other commercial exploitation) intellectual property including
      trademarks and service marks, (ii) retail or quick service restaurant
      franchising and (iii) activities related or ancillary to, or that support,
      any
      of the foregoing. 

    


              “Cause”
means
      with respect to the Executive, the occurrence of one or more of the following:
      (i) indictment of a felony involving moral turpitude, misappropriation of
      Company property, embezzlement of Company funds, violation of the securities
      laws or dishonesty, (ii) persistent and repeated refusal to comply with no
      less than three written directives of the Board with respect to an item that
      the
      Board deems material to the business, prospects and/or operations of
the
      Company
      or
      requiring the Executive, in his reasonable judgment, after consultation with
      counsel, to act in a manner inconsistent with his fiduciary obligations;
      (iii) reporting to work under the influence of alcohol or illegal drugs, or
      the use of illegal drugs (whether or not at the workplace), or (iv) any breach
      of this Agreement. Notwithstanding the foregoing, termination by the
      Company
      for
      Cause (other than pursuant to clause (i) above) shall not be effective
      until and unless (i) Executive fails to cure such alleged act or
      circumstance within 30 days of receipt of notice thereof, to the
      satisfaction of the Board in the exercise of its reasonable judgment (or, if
      within such 30-day period the Executive commences and proceeds to take all
      reasonable actions to effect such cure, within such reasonable additional time
      period (no longer than 60 days) as may be necessary). 

      

            “Code”
      means
      the
      Internal Revenue Code of 1986 and the Treasury regulations thereunder, each
      as
      amended from time to time. 

    


              “Disability”
shall
      have the meaning set forth in a policy or policies of long-term disability
      insurance, if any, the
      Company
      obtains
      for the benefit of itself and/or its employees. If there is no definition of
      “disability”
      applicable under any such policy or policies, if any, then the Executive shall
      be considered disabled due to mental or physical impairment or disability,
      despite reasonable accommodations by the
      Company
      and its
Subsidiaries,
      to
      perform his customary or other comparable duties with the
      Company
      or its
Subsidiaries
      immediately prior to such disability for a period of at least 120 consecutive
      days or for at least 180 non-consecutive days in any 12-month period.



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


              “Fiscal
      Year”
means
      the fiscal year of the
      Company
      and its
Subsidiaries.
      

    


              “Good
      Reason”
means
      the occurrence, without the Executive’s written consent, of one or more of the
      following events: (i) the
      Company
      reduces
      the amount of Executive’s Base Salary, (ii) the Company requires that the
      Executive relocate his principal place of employment to a site that is more
      than
      50 miles from the
      Company’s
      offices in Norcross, Georgia, (iii) the
      Company
      materially reduces the Executive’s responsibilities or removes the Executive
      from the position of Chief Financial Officer and Treasurer other than pursuant
      to a termination of his employment for Cause, or upon the Executive’s death or
      Disability, (iv) the failure or unreasonable delay of the
      Company
      to
      provide to the Executive any of the payments or benefits contemplated hereby
      or
      (v) the
      Company
      otherwise materially breaches the terms of this Agreement; provided that no
      such
      event shall constitute Good Reason hereunder unless (a) the Executive shall
      have given written notice to the
      Company
      of the
      Executive’s intent to resign for Good Reason within 30 days after the
      Executive becomes aware of the occurrence of any such event, which notice shall
      describe in reasonable detail the event or events constitution the basis for
      the
      Executive’s intention to resign for Good Reason and (b) such event or
      occurrence, if a breach susceptible to cure, shall not have been cured or
      otherwise shall not have been resolved to the Executive’s reasonable
      satisfaction, in each case within 30 days of the
      Company’s
      receipt of such notice. In such case the Executive’s resignation shall become
      effective on the 31st
      day
      after the
      Company’s
      receipt of the aforementioned notice. 

    


              “Noncompete
      Period”
means
      the Employment Period and 12 months thereafter; provided that, in the
      event, but only in the event, the Executive’s employment hereunder is terminated
      by the
      Company
      without
      Cause or by the Executive with Good Reason, “Noncompete
      Period”
      shall
      mean the Employment Period and 6 months thereafter. 

    


              “Nonsolicitation
      Period”
means
      the Employment Period and 12 months thereafter. 

    


              “Person”
means
      an individual, a partnership, a corporation, a limited liability company, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, or the United States of America any other nation, any state or
      other political subdivision thereof, or any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of government.
      

    


              “Restricted
      Territories”
means
      the United States and its territories and possessions in which the
      Company
      engages
      in the Business as of the Termination Date. 

    


              “Subsidiary”
means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association, or business entity of which (i) if a corporation,
      a majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers, or trustees thereof is at the time owned or controlled, directly
      or
      indirectly, by that Person or one or more of the other Subsidiaries
      of that
      Person or a combination thereof, or (ii) if a limited liability company,
      partnership, association, or other business entity (other than a corporation),
      a
      majority of partnership or other similar ownership interest thereof is at the
      time owned or controlled, directly or indirectly, by that Person or one or
      more
Subsidiaries
      of that
      Person or a combination thereof. For purposes hereof, a Person or Persons shall
      be deemed to have a majority ownership interest in a limited liability company,
      partnership, association, or other business entity (other than a corporation)
      if
      such Person or Persons shall be allocated a majority of limited liability
      company, partnership, association, or other business entity gains or losses
      or
      shall be or control any managing director or general partner of such limited
      liability company, partnership, association, or other business entity. For
      purposes hereof, references to a “Subsidiary”
      of any
      Person shall be given effect only at such times that such Person has one or
      more
Subsidiaries,
      and,
      unless otherwise indicated, the term “Subsidiary”
      refers
      to a Subsidiary of the
      Company.
      


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


              “Termination
      Date”
means
      the effective date of the Executive’s termination of employment with
the
      Company.
      

    


    2.2
      Other
      Definitional Provisions.
      

    


    (a) Section
      references contained in this Agreement are references to sections in this
      Agreement, unless otherwise specified. Each defined term used in this Agreement
      has a comparable meaning when used in its plural or singular form. Each
      gender-specific term used in this Agreement has a comparable meaning whether
      used in a masculine, feminine or gender-neutral form. 

    


    (b) Whenever
      the term “including”
      (whether
      or not that term is followed by the phrase “but
      not limited to”
      or
“without
      limitation”
      or words
      of similar effect) is used in this Agreement in connection with a listing of
      items within a particular classification, that listing will be interpreted
      to be
      illustrative only and will not be interpreted as a limitation on, or an
      exclusive listing of, the items within that classification. 

    


    ARTICLE
      III

    MISCELLANEOUS
      TERMS 

    


    3.1
      Defense
      of Claims.
      The
      Executive agrees that, during the Employment Period, and for a period of six
      months after termination of the Executive’s employment, upon request by the
      Company, the Executive shall reasonably cooperate with the
      Company
      in
      connection with any matters the Executive worked on during his employment with
      the
      Company
      and any
      related transitional matters. In addition, during the Employment Period and
      thereafter, the Executive agrees to reasonably cooperate with the
      Company
      in the
      defense of any claims or actions that may be made by or against the
      Company
      that
      affect the Executive’s prior areas of responsibility or involve matters about
      which the Executive has knowledge, except if the Executive’s reasonable
      interests are adverse to the
      Company
      in such
      claim or action and provided that after the Employment Period such level of
      cooperation shall be reasonable and shall take due account of the Executive’s
      work and personal commitments. The
      Company
      agrees
      to promptly reimburse the Executive for all of the Executive’s reasonable travel
      and other direct expenses incurred, or to be reasonably incurred, to comply
      with
      the Executive’s obligations under this Section 3.1. 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    3.2
      Nondisparagement.
      The
      Executive agrees to refrain from (i) making, directly or indirectly, any
      derogatory comments concerning the
      Company
      or its
Subsidiaries
      or any
      current or former officers, directors, employees or shareholders thereof or
      (ii) taking any other action with respect to the
      Company
      or its
Subsidiaries
      which is
      reasonably expected to result, or does result in, damage to the business or
      reputation of the
      Company,
      its
Subsidiaries
      or any
      of its current or former officers, directors, employees or shareholders.
The
      Company
      agrees
      to refrain from (i) making, directly or indirectly, any derogatory comments
      concerning the Executive or (ii) taking any other action with respect to
      the Executive which is reasonably expected to result, or does result in, damage
      to the reputation of the Executive. Notwithstanding anything to the contrary
      contained herein, nothing in this Agreement shall prohibit or restrict either
      party from, truthfully and in good faith: (i) making any disclosure of
      information required by law; (ii) providing information to, or testifying or
      otherwise assisting in any investigation or proceeding brought by, any federal
      regulatory or law enforcement agency or legislative body, any self-regulatory
      organization, or the
      Company’s
      or the
      Executive’s designated legal, compliance or human resources officers; or
      (iii) filing, testifying, participating in or otherwise assisting in a
      proceeding relating to an alleged violation of any federal, state or municipal
      law relating to fraud, or any rule or regulation of the Securities and Exchange
      Commission or any self-regulatory organization. 

    


    3.3
      Source
      of Payments.
      All
      payments provided under this Agreement, other than payments made pursuant to
      a
      plan which provides otherwise and except as otherwise provided herein, shall
      be
      paid in cash from the general funds of the
      Company,
      and no
      special or separate fund shall be established, and no other segregation of
      assets shall be made, to assure payment. The Executive shall have no right,
      title or interest whatsoever in or to any investments which the
      Company
      or its
Subsidiaries
      may make
      to aid the
      Company
      in
      meeting its obligations hereunder. To the extent that any person acquires a
      right to receive payments from the
      Company
      hereunder, such right shall be no greater than the right of an unsecured
      creditor of the
      Company.
      

    


    3.4
      Notices.
      Any
      notice provided for in this Agreement must be in writing and must be either
      personally delivered, mailed by first class mail (postage prepaid and return
      receipt requested), sent by reputable overnight courier service (charges
      prepaid) or sent by facsimile (with receipt confirmed) to the recipient at
      the
      address or facsimile number indicated below: 

    


    To
      the
      Company:
      

    NexCen
      Brands, Inc.

    1330
      Avenue of the Americas, 34th
      Floor

    New
      York,
      NY 10019

    Telephone:
      (212) 277-1101

    Telecopy:
      (212) 573-1160

    Attention:
      General Counsel

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    To
      the
      Executive: 

    Mark
      Stanko

    c/o
      NexCen Franchise Management, Inc.

    1346
      Oakbrook Drive

    Suite
      170

    Norcross,
      GA 300093

    


    or
      such
      other address or to the attention of such other Person as the recipient Party
      will have specified by prior written notice to the sending Party. Any notice
      under this Agreement will be deemed to have been given when so delivered or
      sent
      or, if mailed, five days after deposit in the U.S. mail. 

    


    3.5
      Severability.
      Subject
      to the express provisions of Section 1.10 relating to certain specified
      changes, whenever possible, each provision of this Agreement will be interpreted
      in such manner as to be effective and valid under applicable law, but if any
      provision of this Agreement is held to be invalid, illegal or unenforceable
      in
      any respect under any applicable law or
      rule
      in any jurisdiction, such invalidity, illegality or unenforceability will not
      affect any other provision or any other jurisdiction, but this Agreement will
      be
      reformed, construed and enforced in such jurisdiction as if such invalid,
      illegal or unenforceable provision had never been contained herein.


    


    3.6
      Complete
      Agreement.
      This
      Agreement embodies the complete agreement and understanding among the Parties
      with regard to the subject matter hereof and supersedes and preempts any prior
      understandings, agreements or representations by or among the Parties, written
      or oral, which may have related to the subject matter hereof in any way. To
      the
      extent that this Agreement provides greater benefits to the Executive than
      available under the
      Company’s
      employee handbook or other corporate policies, then this Agreement shall
      prevail. 

    


    3.7
      Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which is deemed
      to
      be an original and all of which taken together constitute one and the same
      agreement. 

    


    3.8
      Assignment.
      Without
      the Executive’s consent, the
      Company
      may not
      assign its rights and obligations under this Agreement except (i) to a
“Successor”
      (as
      defined below) or (ii) to an entity that is formed and controlled by
the
      Company
      or any
      of its Subsidiaries.
      This
      Agreement is personal to the Executive, and the Executive shall not have the
      right to assign the Executive’s interest in this Agreement, any rights under
      this Agreement or any duties imposed under this Agreement, nor shall the
      Executive have the right to pledge, hypothecate, transfer, assign or otherwise
      encumber the Executive’s right to receive any form of compensation hereunder
      without the prior written consent of the Board. As used in this
      Section 3.8, “Successor”
shall
      include any Person that at any time, whether by purchase, merger or otherwise,
      directly or indirectly acquires all or substantially all of the assets of,
      or
      ownership interests in, the
      Company
      and its
Subsidiaries.
      


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    3.9
      Successors
      and Assigns.
      This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
the
      Company,
      the
      Executive, and their respective heirs, successors and permitted assigns.


    


    3.10
      Choice
      of Law.
      This
      Agreement and the performance of the parties hereunder shall be governed by
      the
      internal laws (and not the law of conflicts) of the State of New York. Any
      claim
      or controversy arising out of or in connection with this Agreement, or the
      breach thereof, shall be adjudicated exclusively by the Supreme Court, New
      York
      County, State of New York, or by a federal court sitting in Manhattan in New
      York City, State of New York. The parties hereto agree to the personal
      jurisdiction of such courts and agree to accept process by regular mail in
      connection with any such dispute. 

    


    3.11
      Waiver
      of Jury Trial.
      AS A
      SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER
      INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL),
      EACH
      PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR
      PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS
      CONTEMPLATED HEREBY. 

    


    3.12
      Legal
      Fees and Court Costs.
      In the
      event that any action, suit or other proceeding in law or in equity is brought
      to enforce the provisions of this Agreement, and such action results in the
      award of a judgment for money damages or in the granting of any injunction
      in
      favor of the
      Company,
      all
      expenses (including reasonable attorneys’ fees) of the
      Company
      in such
      action, suit or other proceeding shall be paid by the Executive. In the event
      that any action, suit or other proceeding in law or in equity is brought to
      enforce the provisions of this Agreement, and such action results in the award
      of a judgment for money damages or in the granting of any injunction in favor
      of
      the Executive, all expenses (including reasonable attorneys’ fees and travel
      expenses) of the Executive in such action, suit or other proceeding shall be
      paid by the
      Company.
      

    


    3.13
      Remedies.
      Subject
      to the provisions of Section 3.1, each Party will be entitled to enforce
      its rights under this Agreement specifically, to recover damages and costs
      caused by any breach of any provision of this Agreement and to exercise all
      other rights existing in its favor. Nothing herein shall prohibit any arbitrator
      or judicial authority from awarding attorneys’ fees or costs to a prevailing
      Party in any arbitration or other proceeding to the extent that such arbitrator
      or authority may lawfully do so. 

    


    3.14
      Amendment
      and Waiver.
      The
      provisions of this Agreement may be amended or waived only with the prior
      written consent of the
      Company
      and the
      Executive, and no course of conduct or failure or delay in enforcing the
      provisions of this Agreement will affect the validity, binding effect or
      enforceability of this Agreement. 

    


    3.15
      Third
      Party Beneficiaries.
      This
      Agreement will not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns and other than,
      in
      the event of the Executive’s death, his estate, to which all of Executive’s
      rights and remedies set forth herein shall accrue 


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3.16
      The
      Executive’s Representations.
      The
      Executive hereby represents and warrants to the
      Company
      that
      (a) the execution, delivery and performance of this Agreement by the
      Executive do not and shall not conflict with, breach, violate or cause a default
      under any contract,
      agreement, instrument, order, judgment or decree to which the Executive is
      a
      party or by which he is bound, (b) the Executive is not a party to or bound
      by any employment agreement, noncompete agreement or confidentiality agreement
      with any other Person (or other agreement with any other person containing
      a
      restriction on the Executive’s right to do business or obligating him to do
      business with any other Person on a priority or preferential basis),
      (c) upon the execution and delivery of this Agreement by the
      Company,
      this
      Agreement shall be the valid and binding obligation of the Executive,
      enforceable in accordance with its terms and (d) upon the execution and
      delivery of this Agreement by the
      Company,
      Executive shall not be in violation of clause (i) set forth in the
      definition of Cause and shall not be disabled. 

    


    3.17
      Amendment
      to Comply with Section 409A of the Code.
      To the
      extent that this Agreement or any part thereof is deemed to be a nonqualified
      deferred compensation plan subject to Section 409A of the Code and the
      Treasury Regulations (including proposed regulations) and guidance promulgated
      thereunder, (a) the provisions of this Agreement shall be interpreted in a
      manner to the maximum extent possible to comply in good faith with Code
      Section 409A and (b) the parties hereto agree to amend this Agreement
      for purposes of complying with Code Section 409A promptly upon issuance of
      any Treasury regulations or guidance thereunder, provided,
      that
      any such amendment shall not materially change the present value of the benefits
      payable to the Executive hereunder or otherwise materially adversely affect
      the
      Executive, the
      Company,
      or any
      affiliate of the
      Company,
      without
      the consent of such party.

     

    [END
      OF PAGE]

    [SIGNATURE
      PAGE FOLLOWS] 


    
      
        
        

      

      
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          IN
      WITNESS WHEREOF, the Parties have executed this Employment Agreement as of
      the
      date first written above. 

     

    
      
        	
                NEXCEN
                  BRANDS, INC. 

              
	 	 
	
                By:  

              	
                /s/
                  Kenneth J. Hall

              
	 	
                Name: Kenneth
                  J. Hall 

              
	 	
                Title: Chief
                  Executive Officer 

              
	
                 

              	
                 

              
	
                NEXCEN
                  FRANCHISE MANAGEMENT, INC. 

              
	 
	
                By:  

              	
                /s/
                  Kenneth J. Hall

              
	 	
                Name:  Kenneth
                  J. Hall 

              
	 	
                Title: Treasurer 

              
	 	 
	
                /s/
                  Mark Stanko

              
	
                MARK
                  STANKO 

              


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     EXHIBIT
      A 

     

    FORM
      OF RELEASE 

    


    I,
      Mark
      Stanko, on behalf of myself and my heirs, successors and assigns, in
      consideration of the performance by NexCen Brands, Inc., a Delaware corporation
      (together with its Subsidiaries,
      the
“Company”),
      of
      its material obligations under the Employment Agreement, dated as of November
      __, 2008 (the “Agreement”),
      do
      hereby release and forever discharge as of the date hereof the
      Company,
      its
      Affiliates, each such Person’s respective successors and assigns and each of the
      foregoing Persons’ respective present and former directors, officers, partners,
      stockholders, members, managers, agents, representatives, employees (and each
      such Person’s respective successors and assigns) (collectively, the
“Released
      Parties”)
      to the
      extent provided below. 

    


    1.
      I
      understand that any payments or benefits paid or granted to me under
      Section 1.4(b) of the Agreement represent, in part, consideration for
      signing this General Release and are not salary, wages or benefits to which
      I
      was already entitled. I understand and agree that I will not receive the
      payments and benefits specified in Section 1.4(b) of the Agreement unless I
      execute this General Release and do not revoke this General Release within
      the
      time period permitted hereafter or breach this General Release. 

    


    2.
      I
      knowingly and voluntarily release and forever discharge the
      Company
      and the
      other Released Parties from any and all claims, controversies, actions, causes
      of action, cross-claims, counter-claims, demands, debts, compensatory damages,
      liquidated damages, punitive or exemplary damages, other damages, claims for
      costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in
      equity, both past and present (through the date of this General Release),
      whether under the laws of the United States or another jurisdiction and whether
      known or unknown, suspected or claimed against the
      Company
      or any
      of the Released Parties which I, my spouse, or any of my heirs, executors,
      administrators or assigns, have or may have, which arise out of or are connected
      with my employment with, or my separation from, the
      Company
      (including, but not limited to, any allegation, claim or violation, arising
      under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights
      Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
      (including the Older Workers Benefit Protection Act); the Equal Pay Act of
      1963,
      as amended; the Americans with Disabilities Act of 1990; the Family and Medical
      Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker
      Adjustment Retraining and Notification Act; the Employee Retirement Income
      Security Act of 1974; any applicable Executive Order Programs; the Fair Labor
      Standards Act; or their state or local counterparts; or under any other federal,
      state or local civil or human rights law, or under any other local, state,
      or
      federal law, regulation or ordinance; or under any public policy, contract
      or tort,
      or under common law; or arising under any policies, practices or procedures
      of
the
      Company;
      or any
      claim for wrongful discharge, breach of contract,
      infliction of emotional distress, or defamation; or any claim for costs, fees,
      or other expenses, including attorneys’ fees incurred in these matters) (all of
      the foregoing collectively referred to herein as the “Claims”); provided,
      however, that nothing contained in this General Release shall apply to, or
      release the
      Company
      from,
      (i) any obligation of the
      Company
      contained in the Agreement to be performed after the date hereof or
      (ii) any vested or accrued benefits pursuant to any employee benefit plan,
      program or policy of the
      Company.
      


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    3.
      I
      represent that I have made no assignment or transfer of any right, claim,
      demand, cause of action, or other matter covered by paragraph 2 above.


    


    4.
      I
      agree that this General Release does not waive or release any rights or claims
      that I may have under the Age Discrimination in Employment Act of 1967 which
      arise after the date I execute this General Release. I acknowledge and agree
      that my separation from employment with the
      Company
      in
      compliance with the terms of the Agreement shall not serve as the basis for
      any
      claim or action (including, without limitation, any claim under the Age
      Discrimination in Employment Act of 1967). 

    


    5.
      In
      signing this General Release, I acknowledge and intend that it shall be
      effective as a bar to each and every one of the Claims hereinabove mentioned
      or
      implied. I expressly consent that this General Release shall be given full
      force
      and effect according to each and all of its express terms and provisions,
      including those relating to unknown and unsuspected Claims (notwithstanding
      any
      state statute that expressly limits the effectiveness of a general release
      of
      unknown, unsuspected and unanticipated Claims), if any, as well as those
      relating to any other Claims hereinabove mentioned or implied. I acknowledge
      and
      agree that this waiver is an essential and material term of this General Release
      and that without such waiver the
      Company
      would
      not have agreed to the terms of the Agreement. I covenant that I shall not
      directly or indirectly, commence, maintain or prosecute or sue any of the
      Released Persons either affirmatively or by way of cross-complaint, indemnity
      claim, defense or counterclaim or in any other manner or at all on any Claim
      covered by this General Release. I further agree that in the event I should
      bring a Claim seeking damages against the
      Company,
      or in
      the event I should seek to recover against the
      Company
      in any
      Claim brought by a governmental agency on my behalf, this General Release shall
      serve as a complete defense to such Claims. I further agree that I am not aware
      of any pending charge or complaint of the type described in paragraph 2 as
      of
      the execution of this General Release. 

    


    6.
      I
      agree that neither this General Release, nor the furnishing of the consideration
      for this General Release, shall be deemed or construed at any time to be an
      admission by the
      Company,
      any
      Released Party or myself of any improper or unlawful conduct. 

    


    7.
      I
      agree that this General Release is confidential and agree not to disclose any
      information regarding the terms of this General Release, except to my immediate
      family and any tax, legal or other counsel I have consulted regarding the
      meaning or effect hereof or as required by law, and I will instruct each of
      the
      foregoing not to disclose the same to anyone. 

    


    8.
      Any
      non-disclosure provision in this General Release does not prohibit or restrict
      me (or my attorney) from responding to any inquiry about this General Release
      or
      its underlying facts and circumstances by the Securities and Exchange
      Commission, the National Association of Securities Dealers, Inc. or any other
      self-regulatory organization or governmental entity. 


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    9.
      Without limitation of any provision of the Agreement, I hereby expressly
      re-affirm my obligations under Sections 1.5, 1.6, 1.8, 1.8, 1.10 and 3.1.


    


    10.
      Whenever possible, each provision of this General Release shall be interpreted
      in such manner as to be effective and valid under applicable law, but if any
      provision of this General Release is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not affect
      any other provision or any other jurisdiction, but this General Release shall
      be
      reformed, construed and enforced in such jurisdiction as if such invalid,
      illegal or unenforceable provision had never been contained herein.


    


         “Affiliate”
means,
      with respect to any Person, any Person that controls, is controlled by or is
      under common control with such Person or an Affiliate of such Person.


    


         “Person”
means
      an individual, a partnership, a limited liability company, a corporation, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, investment fund, any other business entity and a governmental
      entity or any department, agency or political subdivision thereof. 

    


         “Subsidiary”
means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association, or business entity of which (i) if a corporation,
      a majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers, or trustees thereof is at the time owned or controlled, directly
      or
      indirectly, by that Person or one or more of the other Subsidiaries
      of that
      Person or a combination thereof, or (ii) if a limited liability company,
      partnership, association, or other business entity (other than a corporation),
      a
      majority of partnership or other similar ownership interest thereof is at the
      time owned or controlled, directly or indirectly, by that Person or one or
      more
Subsidiaries
      of that
      Person or a combination thereof. For purposes hereof, a Person or Persons shall
      be deemed to have a majority ownership interest in a limited liability company,
      partnership, association, or other business entity (other than a corporation)
      if
      such Person or Persons shall be allocated a majority of limited liability
      company, partnership, association, or other business entity gains or losses
      or
      shall be or control any managing director or general partner of such limited
      liability company, partnership, association, or other business entity.


    


    BY
      SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT: 

    


    (a) I
      HAVE READ IT CAREFULLY; 

    


    (b) I
      UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
      INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT
      ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED;
      THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND
      THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; 


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (c) I
      VOLUNTARILY CONSENT TO EVERYTHING IN IT; 

    


    (d) I
      HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY (VIA THE AGREEMENT AND THIS
      RELEASE) BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
      CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION; 

    


    (e) I
      HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
      SUBSTANTIALLY IN ITS FINAL FORM ON ___, ___TO CONSIDER IT AND THE CHANGES MADE
      SINCE THE ___, ___VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART
      THE REQUIRED 21-DAY PERIOD; 

    


    (f) THE
      CHANGES TO THE AGREEMENT SINCE ___, ___EITHER ARE NOT MATERIAL OR WERE MADE
      AT
      MY REQUEST. 

    (g) I
      UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE
      IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
      EIGHTH DAY FOLLOWING EXECUTION OF THE AGREEMENT; 

    


    (h) I
      HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE
      OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND 

    


    (i) I
      AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,
      CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
      REPRESENTATIVE OF THE
      COMPANY
      AND BY
      ME. 

     

    Mark
      Stanko

    


    DATE:
      ___________ __, ______ 


    
      
        
        

      

      
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