AMENDMENT
NO. 1 TO

      EMPLOYMENT
AGREEMENT

      


      This
AMENDMENT NO. 1 (“Amendment”) to that certain Employment Agreement, dated
November 12, 2008 (collectively, “Agreement”), by and between NexCen Brands,
Inc. (the “Company”) and Mark Stanko (“Executive” or “you”), is made effective
as of June 30, 2009 (the “Effective Date”).

      


      WHEREAS, the Compensation Committee of
the Company’s Board of Directors has approved this Amendment No. 1 and the
changes to the Agreement that it will effect.

      


      NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agree as follows:

      


      Section
1.              
Amendments.  The Agreement shall be amended as follows:

      


      
        	
              	
                A.

              	
                Section
      1.3(f) shall be deleted in its entirety and replaced with the
      following:

              


      

      


      (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, as well as dental, life and disability insurance coverage, with
payment of, or reimbursement for, such insurance premiums by the Company,
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.

      


      Section
2.              Effect
of Amendment.  Except as set forth in Section 1 of this Amendment, the
provisions of the Agreement shall not be amended or altered by this Amendment
and shall continue in full force and effect.

      


      Section
3.              Miscellaneous.  This
Amendment shall be governed by the internal laws of the State of New
York.  This Amendment may be executed in one or more counterparts,
each of which when executed and delivered shall be deemed to be an original and
all counterparts taken together shall constitute one and the same
instrument.  This Amendment and the Agreement (as amended hereby)
constitute the entire understanding of the parties hereto with respect to the
subject matter hereof, and any and all prior agreements and understandings
between the parties regarding the subject matter hereof, whether written or
oral, except for the Agreement (as amended hereby), are superceded by this
Amendment.  Any provision of this Amendment which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rending unenforceable the
remaining provisions hereof, and any invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the
undersigned parties on December 14, 2009.

      


      
        
          
            
              
                
                  	 
      	
                          COMPANY:

                        
	 
      	 
      	 
      
	 
      	
                          NEXCEN
      BRANDS, INC.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                            /s/ Kenneth J.
    Hall

                        
	 
      	
                          Name:  Kenneth
      J. Hall

                        
	 
      	
                          Title:    Chief
      Executive Officer

                        
	 
      	 
      	 
      
	 
      	
                          EXECUTIVE:

                        
	 
      	 
      	 
      
	 
      	
                            /s/ Mark Stanko

                        
	 
      	
                          Mark
      Stanko

                        


                

              

            

          

        

      

       

      
        
           


        

        
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