**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-K/A**




**AMENDMENT
      NO. 1**




**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**




**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2007**




**OR**




**o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**




**COMMISSION
      FILE NUMBER: 000-27707**




**NEXCEN
      BRANDS, INC.**


(EXACT
      NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





**DELAWARE**
            
            **20-2783217**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer
              Identification
                Number)**1330
                Avenue of the Americas, New York, N.Y.**
            
            **10019-5400**(Address
                of principal executive offices)
            
            (Zip
                Code)(Registrant’s
                telephone number, including area code):**(212)
                277–1100**SECURITIES
                REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Title
                of Each Class
            Name
                of Each Exchange on Which Registered**Common
                Stock, par value $.01**
            **The
                NASDAQ Stock Market LLC**SECURITIES
                REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                NONE




Indicate
      by check mark if the registrant is a well-known **** seasoned
      issuer, as defined in Rule 405 of the Securities Act.


Yes o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes o No x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes ý No o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of the registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of the Form 10–K or any amendment of this
      Form 10–K. o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
                accelerated filer
            o
            Accelerated
                filer
            xNon-accelerated
                filer
            o
            Smaller
                reporting company
            o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes o No x




The
      aggregate market value of the voting stock held by nonaffiliates of the
      registrant was $505,033,738 ($11.14 per share) as of June 30,
      2007.




As
      of
      March 1, 2008, 56,616,764 shares of the registrant’s common stock, $.01 par
      value per share, were outstanding.




**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.










**NEXCEN
      BRANDS, INC.**


**FORM
      10-K/A**





**INDEX**





Explanatory
                Note
            3PART
                III
            4Item
                10
            Directors,
                Executive Officers and Corporate Governance
            4Item
                11
            Executive
                Compensation
            9Item
                12
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            23Item
                13
            Certain
                Relationships and Related Transactions and Director
                Independence
            24Item
                14
            Principal
                Accounting Fees and Services
            25PART
                IV
            26Item
                15
            Exhibits
            26





2


**EXPLANATORY
      NOTE**





This
      Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended
      December 31, 2007 (this “Form 10-K/A”) of NexCen Brands, Inc. (the “Company,”
“we,” “our,” or “NexCen”), which was originally filed with the Securities and
      Exchange Commission on March 21, 2008, is being filed solely to include the
      information required by Part III of Form 10-K pursuant to General Instruction
      G(3) of Form 10-K because the Company’s definitive proxy statement for its 2008
      annual meeting will be filed more than 120 days after the end of the Company’s
      fiscal year. The original Form 10-K is also amended hereby to delete the
      reference on the cover page thereof to the incorporation by reference of the
      definitive proxy statement in Part III of such report. In addition, as required
      by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), this Form 10-K/A also includes the certifications pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Since no
      financial statements are contained within this Form 10-K/A, we do not include
      the certifications pursuant to Section 906 of Sarbanes-Oxley.





Except
      as
      described in this Explanatory Note, no other information in the original Form
      10-K is modified or amended hereby, and this Form 10-K/A does not otherwise
      reflect events occurring after the original filing date of March 21,
      2008.





3


**PART
      III**





**ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE**





**Directors
      and Executive Officers of the Registrant**





The
      following table shows, as of April 29, 2008, the names and ages of NexCen’s
      directors and executive officers. Each director will continue in office until
      the next annual meeting or until his earlier resignation, removal or death.





**Name**
            
            **Age**
            
            **Position**David
                S. Oros
            
            48
            
            Chairman
                of the BoardRobert
                W. D’Loren
            
            50
            
            Director,
                President, and Chief Executive OfficerKenneth
                J. Hall (1)
            
            50
            
            Executive
                Vice President, Chief Financial Officer and TreasurerJames
                Haran
            
            47
            
            Executive
                Vice President, M&A and OperationsCharles
                A. Zona
            
            58
            
            Executive
                Vice President, Brand Management and LicensingJoseph
                DiMuro(2)
            
            43
            
            Executive
                Vice President, Chief Marketing OfficerSue
                J. Nam (3)
            
            38
            
            General
                Counsel and SecretaryJames
                T. Brady
            
            67
            
            DirectorPaul
                Caine
            
            44
            
            DirectorJack
                B. Dunn IV
            
            57
            
            DirectorEdward
                J. Mathias
            
            66
            
            DirectorJack
                Rovner
            
            53
            
            DirectorGeorge
                P. Stamas
            
            57
            
            DirectorMarvin
                Traub
            
            82
            
            Director





(1)
      Mr.
      Hall is an executive officer effective as of March 25, 2008. Accordingly, the
      disclosure regarding Mr. Hall is being provided solely for informational
      purposes.


(2)
      Mr.
      DiMuro is an executive officer effective as of March 17, 2008. Accordingly,
      the
      disclosure regarding Mr. DiMuro is being provided solely for informational
      purposes.


(3)
      Ms.
      Nam has been an executive officer effective as of September 24, 2007.




***David
      S. Oros*** ** founded
      the Company in 1996, and currently serves as our Chairman of the board of
      directors. From 1996 until June 2006, Mr. Oros served as our Chief Executive
      Officer. From 1994 until 1996, Mr. Oros was President of NexGen Technologies,
      L.L.C., a wireless software development company that contributed all of its
      assets to the Company. From 1992 until 1994, he was President of the Wireless
      Data Group at Westinghouse Electric. Prior to that, from 1982 until 1992, Mr.
      Oros was at Westinghouse Electric directing internal research and managing
      large
      programs in advanced airborne radar design and development. Mr. Oros received
      a
      B.S. in mathematics and physics from the University of Maryland. Mr. Oros is
      currently a managing partner for Global Domain Partners, LLC. Other
      directorships include: Evolving Systems, Inc.





***Robert
      W. D'Loren*** was
      elected a director and appointed Chief Executive Officer of the Company on
      June
      6, 2006. He was appointed President on August 9, 2006. Prior to that, he served
      as President and Chief
      Executive Officer of
      UCC
      Capital Corporation, where he pioneered intellectual property and whole company
      securitization finance and was responsible for developing many of the structures
      and credit enhancement products currently being utilized in the market today.
      Prior to forming UCC, Mr. D'Loren served as President and Chief Operating
      Officer of CAK Universal Credit Corporation, an intellectual property finance
      company. From 1985 to 1997, Mr. D'Loren founded and served as President and Chief
      Executive Officer of
      the
      D'Loren Organization, a real estate investment, lending, and restructuring
      firm
      responsible for aggregate transactions in excess of $2 billion. Prior to that,
      Mr. D'Loren served as an asset manager for Fosterlane Management where he
      managed $1.8 billion of Class A commercial real estate assets, and previously
      served as a manager with Deloitte & Touche. Mr. D’Loren is a Certified
      Public Accountant and holds a Master’s degree from Columbia University and a
      B.S. from New York University.





***Kenneth
      J. Hall*** joined
      the Company on March 25, 2008 as Executive Vice President, Chief Financial
      Officer and Treasurer. Prior to joining the
      Company ,
      Mr.
      Hall most recently served as the Chief Financial Officer and Treasurer of
      Seevast Corp, a position he held from April 2005 to February 2008. From December
      2003 to March 2005, Mr. Hall worked as an independent consultant advising
      companies on strategic and financial matters. From July 2001 to November 2003,
      he served as Executive Vice President, Chief Financial Officer and Treasurer
      of
      Mercator Software, Inc. Over his extensive career, Ken has also served as the
      chief financial officer for a number of public and private companies including
      Icon CMT Corp, a Nasdaq-traded company that was acquired by Qwest Communications
      in 1998; NYSE-traded Global DirectMail Corp; and National Football League
      Properties, Inc., the global licensing and marketing arm of the NFL. Mr. Hall
      earned a M.B.A. from Golden Gate University and a B.S. in Finance from Lehigh
      University.




4




***James
      Haran*** joined
      the Company on June 6, 2006 as Executive Vice President of M&A and
      Operations. Prior to joining the Company, Mr. Haran served for nine years as
      the
      Chief Credit Officer of UCC Capital Corporation. Mr. Haran has a broad range
      of
      business experience in structured finance, M&A and consulting. For the past
      eight years, his focus has been on maximizing value and creating leveraged
      opportunities for IP centric companies and assets. These industries include
      apparel and footwear, franchising, and entertainment. Mr. Haran played a key
      role in the BCBG Max Azria transaction, winner of the Institutional Investor's
      Securitization News 2004 Deal of the Year Award. Prior to joining UCC, Mr.
      Haran
      was a Partner at Sidney Yoskowitz and Company P.C., a regional diversified
      certified public accounting firm. During his tenure, which began in 1987, his
      focus was on real estate and financial services companies. Mr. Haran served
      his
      clients on an array of strategic and operational levels. Mr. Haran is a
      Certified Public Accountant and holds a B.S. degree from State University of
      New
      York, at Plattsburgh .





***Charles
      A. Zona*** joined
      the Company on December 11, 2006 as Executive Vice President of Brand Management
      and Licensing. Prior to joining the Company, Mr. Zona was a licensing consultant
      for three years for clients such as The J. Peterman Company, Chris-Craft Boats
      and XOR. Before that, he served as the Senior Vice President of Consumer
      Products for The National Football League Properties where he was responsible
      for developing a new consumer products (apparel, hardlines and accessories)
      licensing business model. Preceding his position with the NFL, he served as
      President of Salant Menswear Group which included Perry Ellis Dress
      Furnishings/Accessories and Private Label denim. Earlier, he served, for nine
      years, as President of Nautica Dress Furnishings/State of Maine Menswear
      Division. Mr. Zona began a 19-year career in retail at Stern Brothers Department
      Stores and Bambergers that concluded as a Senior Vice President at Lord and
      Taylor. He holds a B.S. degree in Industrial Relations from Seton Hall
      University .





***Joe
      DiMuro*** joined
      the Company on March 17, 2008 as Executive Vice President, Chief Marketing
      Officer. Prior to joining the Company, since 1998, Mr. DiMuro served as the
      Executive Vice President & General Manager of Sony BMG Entertainment, where
      he managed television, film, commercial-advertising licensing,
      digital/mobile-content platform development, new product and joint-venture
      initiatives in addition to corporate/strategic business development. He also
      was
      the President of the jointly operated Nickelodeon Records with Nickelodeon
      as
      well as the President/Founder of Burgundy Records. In addition to these duties,
      DiMuro was the chief strategic architect behind the global re-branding of the
      Elvis Presley recording masters, resulting in worldwide sales in excess of
      $250
      million. Prior to his career at Sony BMG, Mr. DiMuro worked at News Corp’s 20th
      Century Fox Film in a variety of senior theatrical marketing, sales,
      distribution and licensing areas for the film, home entertainment, and
      interactive business units. Mr. DiMuro graduated from Concordia College with
      a
      B.A. in English/Communications Arts.





***Sue
      J. Nam*** ** joined
      the Company on September 24, 2007 as General Counsel. She was appointed
      Secretary of the Company on December 6, 2007. Prior to joining the Company,
      since 2001, Ms. Nam was Vice President, Corporate Counsel for Prudential
      Financial, where she served as Intellectual Property Counsel and Assistant
      Corporate Secretary. Prior to that, Ms. Nam was in private practice with Brobeck
      Phleger & Harrison LLP in its San Francisco office and Gibson, Dunn &
Crutcher LLP in its New York office. Ms. Nam earned her B.A. in English and
      French Literature from Northwestern University and her J.D. from Yale Law
      School.





***James
      T. Brady*** was
      elected director of the Company on June 28, 2002. Mr. Brady has served as the
      Managing Director - Mid-Atlantic, for Ballantrae International, Ltd., a
      management consulting firm, since 2000 and was an independent business
      consultant from May 1998 until 2000. From May 1995 to May 1998, Mr. Brady was
      the Secretary of the Maryland Department of Business and Economic Development.
      Prior to May 1995, Mr. Brady was a managing partner with Arthur Andersen LLP
      in
      Baltimore, Maryland. Mr. Brady received a B.A. from Iona College. Other
      directorships include: McCormick & Company, Inc., Constellation Energy Group
      and T. Rowe Price Group.





***Paul
      Caine*** was
      elected director of the Company on September 5, 2007. Since
      October 2007, Mr. Caine has served as President, Time Inc. Entertainment Group,
      overseeing the PEOPLE Group ( *PEOPLE* ,
      People.com, *Stylewatch* , *People
      en E* *spañol* , *People
      Country* )
      as well
      as *Entertainment
      Weekly* and
      EW.com. His ** career
      at
      Time Inc. began in 1989 as an advertising sales representative for *PEOPLE* .
      During
      his tenure at Time Inc., Mr. Caine has been the Associate Publisher of *PEOPLE* ,
      Publisher of *Teen
      People* , *Entertainment
      Weekly* and *PEOPLE* ,
      as well
      as the Group Publisher of the PEOPLE Group. Prior to joining Time Inc., Caine
      worked for *USA
      Today* and J.
      Walter Thompson. Mr.
      Caine
      received a B.S. in Business Communication from Indiana University.





***Jack
      B. Dunn IV*** was
      elected director of the Company on June 28, 2002. Since October 1995, Mr. Dunn
      has been Chief Executive Officer of FTI Consulting, Inc, a multi-disciplined
      consulting firm with practices in the areas of financial restructuring,
      corporate finance, forensic accounting, litigation consulting, economic
      consulting, technology and strategic communications. He joined FTI in 1992
      as
      Executive Vice President and Chief Financial Officer and has served as a
      director of FTI since May 1992 and as Chairman of the board of directors from
      December 1998 to September 2004. Prior to joining FTI, he was a member of the
      board of directors and a managing director of Legg Mason Wood Walker, Inc.
      and
      directed its Baltimore corporate finance and investment banking activities.
      He
      is a limited partner of the Baltimore Orioles. Mr. Dunn received a B.A. from
      Princeton University and a J.D. from the University of Maryland Law School.
      Other directorships include: Pepco Holdings, Inc.




5




***Edward
      J. Mathias*** was
      elected director of the Company on June 28, 2002. Mr. Mathias has been a
      managing director of The Carlyle Group, a Washington, D.C. based private
      merchant bank, since 1994. Mr. Mathias served as a managing director of T.
      Rowe
      Price Associates, Inc., an investment management firm, from 1971 to 1993. He
      received a B.A. from the University of Pennsylvania and an M.B.A. from Harvard
      University .





***Jack
      Rovner*** was
      elected director of the Company on October 31, 2006. Mr. Rover has led the
      RCA
      Record label, co-founded Vector Recordings and has partnered to lead Vector
      Management. Preceding his work at RCA and Vector, Mr. Rovner was Senior Vice
      President of Marketing at BMG North America and reported directly to the
      chairman of BMG Worldwide and directed marketing efforts for company-owned
      properties. Prior to that, he was a Senior Vice President of Arista Records
      from
      1991 to 1994. Mr. Rovner's career began at Columbia Records from 1981 until
      his
      departure in 1991 from the office of Vice President of Marketing. Mr. Rovner
      received a B.A. in Communication Studies from the University of
      Iowa.





***George
      P. Stamas*** was
      elected a director of the Company on October 20, 1999. Since January 2002,
      Mr.
      Stamas has been a senior partner with the law firm of Kirkland and Ellis LLP.
      Also, since November 2001, Mr. Stamas has been a venture partner with New
      Enterprise Associates. From December 1999 until December 2001, Mr. Stamas served
      as the Vice Chairman of the board of directors and Managing Director of Deutsche
      Banc Alex Brown (now Deutsche Bank Securities). Mr. Stamas is counsel to, and
      a
      limited partner of, the Baltimore Orioles baseball team and also of Lincoln
      Holdings, which holds interests in the Washington Wizards and Washington
      Capitals. He received a B.S. in economics from the Wharton School of the
      University of Pennsylvania and a J.D. from the University of Maryland Law
      School .
      Other
      directorships include: FTI
      Consulting, Inc.





***Marvin
      Traub*** was
      appointed director of the Company by board resolution on May 2, 2007. Mr. Traub
      began his career at Bloomingdales and became Executive Vice President and
      General Merchandise Manager in 1962, President in 1969 and Chairman and Chief
      Executive Officer in 1978. Mr. Traub also served as a Director of Federated
      Department Stores for twelve years and Vice Chairman of the Campeau Corporation
      prior to his resignation in 1992. At that time, he formed Marvin Traub
      Associates, a consulting firm with expertise in global retailing, shopping
      centers, marketing, media and the consumer goods sector. Mr. Traub received
      a
      B.A. from Harvard College and a M.B.A. from Harvard Business School.





**Election
      of Officers**





Our
      board
      elects our executive officers on an annual basis, and our executive officers
      serve until their successors are duly elected and qualified. No family
      relationships exist among any of our officers or directors.





**Election
      of Directors**





Our
      board
      of directors is currently comprised of nine directors. At each annual meeting
      of
      stockholders, the successors to the directors then serving are elected to serve
      from the time of their election and qualification until the next annual meeting
      following their election or until their successors have been duly elected and
      qualified, or until their earlier death, resignation or removal. All of our
      current directors have been elected to serve until the annual meeting of
      stockholders to be held in 2008.





**Corporate
      Governance**





***Committees
      of the Board of Directors***





Our
      bylaws authorize our board of directors to appoint one or more committees,
      each
      consisting of one or more directors. The board of directors currently has three
      standing committees: an Audit Committee, a Nominating and Corporate Governance
      Committee and a Compensation Committee, each of which has adopted written
      charters that are all currently available on our website. On May 4, 2007, the
      Board approved combining the previously separate Nominating Committee and
      Corporate Governance Committee, and a new charter for the combined committee
      was
      adopted.





*Audit
      Committee*





The
      Audit
      Committee’s responsibilities include:





·
            appointing,
                replacing, overseeing and compensating the work of a firm to serve
                as the
                registered independent public accounting firm to audit the Company's
                financial statements;




6




·
            discussing
                the scope and results of the audit with the independent registered
                public
                accounting firm and reviewing with management and the independent
                registered public accounting firm the Company's interim and year-end
                operating results;




·
            considering
                the adequacy of the Company's internal accounting controls and audit
                procedures;




·
            approving
                (or, as permitted, pre-approving) all audit and non-audit services
                to be
                performed by the independent registered public accounting firm;
                and




·
            providing
                an avenue of communication among the independent auditors, management,
                employees and the board.




The
      Audit
      Committee currently consists of Messrs. Brady, Caine and Mathias, with Mr.
      Brady
      serving as its chairman. The board of directors has determined that the members
      of the Audit Committee satisfy the “independence” and “financial literacy”
requirements for audit committee members as set forth by the SEC and as adopted
      in the Nasdaq listing standards.





The
      board
      of directors has also determined that Mr. Brady is an audit committee financial
      expert, as defined by Item 407 of Regulation S-K and as required by Nasdaq
      Rule
      4350(d), and is independent of management, as defined by Rule 10A-3(b)(1) of
      the
      Securities Exchange Act of 1934, as amended, and Nasdaq Rule 4200(a)(15) and
      as
      required by Nasdaq Rule 4350(d). We believe Mr. Brady is qualified to be an
      “audit committee financial expert” because he has the following attributes: (i)
      an understanding of generally accepted accounting principles, or GAAP, and
      financial statements, (ii) the ability to assess the general application of
      such
      principles in connection with accounting for estimates, accruals and reserves,
      (iii) experience preparing, auditing, analyzing or evaluating financial
      statements that present a breadth and level of complexity of accounting issues
      that are generally comparable to the breadth and complexity of issues that
      can
      reasonably be expected to be raised by NexCen’s financial statements, and
      experience actively supervising one or more persons engaged in such activities,
      (iv) an understanding of internal controls over financial reporting and (v)
      an
      understanding of audit committee functions. Mr. Brady has acquired these
      attributes by means of having held various positions that provided the relevant
      experience, including 33 years with Arthur Andersen (including twenty years
      as
      an audit partner) and membership on the audit committees of several public
      companies since 1998. Mr. Brady also serves on the audit committees of three
      other public companies, but the board of directors has determined that such
      service does not affect his independence, responsibilities or duties as a member
      of the Audit Committee.




*Nominating
      and Corporate Governance Committee*





The
      Nominating and Corporate Governance Committee's responsibilities
      include:





·
            identifying,
                evaluating and recommending nominees to serve on the board of directors
                and committees of the board of
                directors;




·
            conducting
                searches for appropriate directors and evaluating the performance
                of the
                board of directors and of individual directors;




·
            screening
                and recommending to the board of directors individuals qualified
                to become
                the chief executive officer of the Company or to become senior executive
                officers of the Company;




·
            assessing
                the policies, procedures and performance of the board of directors
                and its
                committees;




·
            developing,
                evaluating and recommending to the board of directors any changes
                or
                updates to the Company’s policies on business ethics, conflicts of
                interest and related party
                transactions;




·
            making
                recommendations regarding director compensation to the board of directors;
                and




·
            overseeing
                the Company’s corporate governance procedures and
                practices.




The
      members of the Governance Committee are Messrs. Brady, Dunn
      and
      Mathias, with Mr. Brady serving as its chairman.





*Compensation
      Committee*





The
      Compensation Committee's responsibilities include:





·
            reviewing
                and approving corporate goals and objectives that are relevant to
                the
                compensation of chief executive officer and other executive
                officers;




7




·
            evaluating
                the chief executive officer's performance and setting compensation
                in
                light of corporate objectives;




·
            reviewing
                and approving the compensation of the Company's other executive
                officers;




·
            administering
                the Company’s stock option and stock incentive plans;
                and




·
            reviewing
                and making recommendations to theboard
                of directorswith respect to the Company’s overall compensation objectives, policies
                and practices, including with respect to incentive compensation and
                equity
                plans.




The
      members of the Compensation Committee are Messrs. Mathias, Dunn and Rovner,
      with
      Mr. Mathias currently serving as its chairperson.





**Compensation
      Committee Interlocks and Insider Participation**





None
      of
      the members of our Compensation Committee is or has ever been an officer or
      employee of NexCen or any of its subsidiaries. None of our executive officers
      serve as a member of the board of directors or a compensation committee of
      any
      entity that has one or more executive officers serving on our board of directors
      or our Compensation Committee.





**Director
      Independence**





Our
      board
      of directors has adopted the
      following standard for independence:





“ *Independent
      director* ”
means
      a
      person other than an executive officer or employee of the Company or any other
      individual having a relationship which, in the opinion of the Company's Board,
      would interfere with the exercise of independent judgment in carrying out the
      responsibilities of a director.




In
      connection with, and to assist in making, this determination, the Board has
      adopted the definition of independence contained in the Nasdaq listing standards
      as its categorical standard of independence. However, even if a director meets
      this categorical standard of independence, to conclude that a director is
      independent, the Board must also determine that no other relationship exists
      that, in the Board’s judgment, “would interfere with the exercise of independent
      judgment by that director in carrying out the responsibilities of a
      director.”





Each
      of
      our directors, other than Messrs. Oros, D’Loren, Stamas and Traub, qualifies as
“independent” in accordance with the Company’s independence standard. In making
      its affirmative determination of independence for 2007, the directors reviewed
      and discussed information provided by the directors and management with regard
      to each director’s business and personal activities as they relate to NexCen and
      NexCen’s management. Messrs. Oros and D’Loren are employed by the Company, and,
      as such, neither qualifies as an independent director under the Nasdaq Global
      Market standards. The board of directors determined that Mr. Stamas should
      not
      be considered an independent director in view of the business relationship
      between the Company and Kirkland & Ellis LLP, which is one of the Company’s
      primary outside counsel and of which Mr. Stamas is a partner. Mr.
      Stamas’ business relationship with the Company is described in Item 13 under the
      caption “Certain Relationships and Related Party Transactions.” The
      board of directors also determined that Mr. Traub should not be considered
      an
      independent director because in July 2007 the Company entered into a commercial
      agreement with Mr. Traub and a business that he owns and operates, Marvin Traub
      Associates. This agreement is described in
      Item
      13 under the caption “Certain Relationships and Related Party
      Transactions.” The
      board of directors made these decisions despite the fact that the respective
      business relationships of Mr. Stamas and Mr. Traub do not cause them to be
      deemed non-independent under the Nasdaq Global Market standards. All members
      of
      the Audit Committee, Compensation Committee and Nominating Committee are
      independent directors.





In
      connection with the independence determination for Mr. Dunn, the directors
      considered that in 2006, FTI
      Consulting, Inc. (FTI) provided due diligence services to the Company totaling
      approximately $15,000 in connection with the acquisition of UCC. Since 1992,
      Mr.
      Dunn has served as a director of FTI, and as its President and Chief Executive
      Officer. The
      board
      of directors has determined that Mr. Dunn should be considered an independent
      director in view of the fact that the services were immaterial to FTI and of
      a
      one-time nature. The board of directors intends to continue to monitor any
      relationships that the directors have with the Company’s service providers.





Other
      than as discussed above, the board of directors did not consider and was not
      aware of any other transactions, relationships or arrangements that would effect
      the determination of our directors’ independence under the Company’s
      standards.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our officers (as defined in regulations
      issued by the SEC) and directors, and persons who own more than ten percent
      of
      our common stock, to file with the SEC initial reports of ownership and reports
      of changes in ownership of our common stock (including options and warrants
      to
      acquire common stock). Officers, directors and greater than ten percent
      stockholders are required by SEC regulation to furnish us with copies of all
      Section 16(a) forms they file.




8




Based
      solely on a review of the copies of such reports of ownership received by us
      and
      certifications from our executive officers and directors, we believe that during
      fiscal year 2007 all filing requirements applicable to our executive officers,
      directors and such greater than ten percent stockholders were complied with
      on a
      timely basis other than the following: a
      late
      report on Form 4 by Mr. Oros filed on September 14, 2007, reporting the exercise
      of a warrant and the acquisition of 157,500 shares of the Company’s common
      stock, and a late report on Form 4 by Mr. Traub filed on March 27, 2008
      reporting the purchase of 35,000 shares of the Company’s common
      stock .





**Corporate
      Governance Policies**





We
      have
      adopted Corporate Governance Guidelines, as well as a general code of ethics
      for
      our business and a code of ethical conduct that applies solely to our principal
      executive officer, principal financial officer, principal accounting officer,
      controller and persons performing similar functions. We also adopted the Policy
      and Procedures with respect to Related Persons Transactions. The Nominating
      and
      Corporate Governance Committee is responsible for reviewing and authorizing
      waivers from the code of ethics, the code of ethical conduct for senior
      financial officers, and the Policy and Procedures with respect to Related
      Persons Transactions, and we will file any waivers from, or amendments to,
      these
      codes and policy on our website at www.nexcenbrands.com, the content of which
      website is not incorporated by reference into or considered a part of this
      document. In 2007, no waivers were reviewed or authorized. The Company’s
      Corporate Governance Guidelines, its general code of ethics, its code of ethical
      conduct for senior financial officers, and the Policy and Procedures with
      respect to Related Persons Transactions, as well as the charters for our Audit
      Committee, Nominating and Governance Committee and Compensation Committee,
      are
      available on our website. This information is also available in print upon
      written request to our corporate secretary at the address of our corporate
      headquarters office in New York City.





**ITEM
      11. EXECUTIVE COMPENSATION**





**Compensation
      Discussion and Analysis**





***Overview
      and Objectives***





We
      entered the brand management and franchising business in June 2006, when we
      acquired UCC Capital Corporation. Upon the closing of that acquisition, Robert
      W. D’Loren, who was the President and Chief Executive Officer of UCC Capital
      Corporation, became our President and Chief Executive Officer and a member
      of
      our board of directors. From June 2006 to date, we have acquired nine brands: Bill
      Blass, Waverly, The Athlete's Foot, Shoebox New York, Great American Cookies,
      MaggieMoo's, Marble Slab Creamery, Pretzel Time, and Pretzelmaker. We now
      license and franchise our brands to a network of leading retailers,
      manufacturers and franchisees that includes every major segment of retail
      distribution from the luxury market to the mass market in the United States
      and
      in over 50 countries around the world. Our franchise network consists of
      approximately 1,900 retail stores .
      As we
      continue to build both our business and our senior management team, we expect
      that we will make material adjustments and refinements to our compensation
      policies and programs.





Our
      current compensation programs are intended to reward our named executives for
      growing our business profitably. They also are intended to encourage the
      retention of executives who contribute significantly to improved business
      performance, overall growth and increased stockholder value. The components
      of
      our compensation programs for named executives include salary, annual bonus,
      equity incentive compensation, and benefits.





We
      have
      paid salaries to each of our named executive officers that are at or slightly
      below the median level in the marketplace pursuant to employment agreements
      negotiated in 2006 with each such officer, reflecting our goal of conserving
      cash as we acquire businesses and seek to build a profitable operation. To
      enable us to attract and retain superior individuals, however, we offered
      opportunities for generous performance-based annual bonus and equity incentive
      awards. In the case of our chief executive officer, on whom we depended to
      build
      our new brand management and franchising business, we agreed to a compensation
      package that, by component and in the aggregate, based upon our review of
      relevant market information, will be at the top of the marketplace if certain
      performance levels are achieved. We believe that this compensation package
      was
      necessary to attract and retain our chief executive officer.





In
      2007,
      we did not make any incentive equity awards to any of our named executive
      officers. We also did not make any bonus awards to named executive officers
      in
      2007 either under our existing management bonus plan (the 2006 Management Bonus
      Plan) or pursuant to the Compensation Committee’s general discretion under its
      Charter to set executive compensation levels. The 2006 Management Bonus Plan
      is designed
      so that amounts paid thereunder can qualify as performance-based compensation
      under Section 162(m) where the Compensation Committee sets performance targets
      for eligible participants and such targets are met. The
      total
      bonus pool available under the 2006 Management Bonus Plan is capped at 5% of
      the
      Company’s net income, as determined based on the Company’s audited financial
      statements in the applicable fiscal year.




9




We
      do not
      currently have a comprehensive policy and approach to compensation. We believe
      that the Company’s business and strategies must mature before we can fully
      understand the critical elements to our financial and operational success for
      which we can set appropriate metrics for short and long-term compensation.
      In
      that regard, we have decided not to adopt performance or award targets in 2008
      under the 2006 Management Bonus Plan, and we are evaluating the 2006 Management
      Bonus Plan and other Company plans in our efforts to develop long-term
      compensation policies that will apply both to the named executive officers
      and
      more generally to our employee base. Our ultimate goal is to provide an
      attractive, flexible and market-based total compensation program tied to
      performance and aligned with shareholder interests.




***Process
      for Determining Compensation***





*General.*  Our
      Compensation Committee plays an integral role in shaping the Company’s overall
      compensation objectives, policies and practices. The Compensation Committee
      is
      responsible for, among other things, reviewing and recommending approval of
      the
      compensation of our executive officers; administering our equity incentive
      and
      stock option plans; reviewing and making recommendations to the board of
      directors with respect to incentive compensation and equity incentive and stock
      option plans; evaluating our chief executive officer's performance in light
      of
      corporate objectives; and setting our chief executive officer's compensation
      based on the achievement of corporate objectives.





The
      Compensation Committee relies on its judgment in making compensation decisions,
      based upon a review of the Company’s performance, the executive’s performance
      and responsibilities, the Company’s and the executive’s achievement of business
      objectives, plans and specified goals, and the executive’s contributions to the
      development of the Company’s business and its long-term prospects for growth and
      success. The Compensation Committee also takes into account information about
      market levels of compensation provided by its compensation consultant, Towers
      Perrin. Towers Perrin uses information from relevant published compensation
      surveys, as well as public filings for similar peer companies. The Compensation
      Committee also considers a named executive’s current and past compensation
      levels in determining whether to make any discretionary awards or any
      adjustments to compensation of a continuing executive. In this process, the
      Company’s objective is to keep annual salaries at or below median levels, but to
      provide annual bonus opportunities and equity incentive awards that offer
      opportunities to earn overall compensation above median levels, if the Company
      and the executive deliver superior performance.





In
      general, the Compensation Committee has not developed or adhered to any strict
      formulas in setting compensation or in establishing compensation packages.
      We
      expect that over time, the annual salaries of the named executive officers
      will
      be less than 50% of each person’s overall annual compensation and a
      significantly smaller portion of such compensation over a period of years,
      taking into account the value of incentive equity awards. In 2007, we did not
      pay any annual bonuses or incentive equity awards to our named executive
      officers. Accordingly, salaries represented a large proportion of their overall
      annual compensation. We expect that this will change in future
      years.





*Participation
      of the Chief Executive Officer*  *and
      Other Executives* .
      We do
      not currently have a senior human resources executive. Our chief executive
      officer participates in discussions with the Compensation Committee regarding
      compensation decisions about all named executives other than himself. Except
      for
      the chief executive officer, no other named executive participates directly
      in
      discussions with the Compensation Committee about compensation matters, although
      the chief executive officer does discuss these matters with the chief financial
      officer. The Compensation Committee expects to rely heavily on the
      recommendations of the chief executive officer on these matters, particularly
      with respect to bonuses based on the performance of the executive and the
      Company. ****





*Role
      of the Compensation Consultant.* To
      assist the Compensation Committee in fulfilling its responsibilities, the
      Compensation Committee has retained an independent compensation consultant,
      Towers Perrin. The consultant reports directly to the Compensation Committee.
      Other than the work Towers Perrin performs for the Compensation Committee and
      the board of directors, Towers Perrin has not provided any consulting services
      to NexCen or its executive officers.





In
      assisting the Compensation Committee, Towers Perrin presents the committee
      with
      peer group benchmarking data and information about other relevant market
      practices and trends, and makes recommendations to the Compensation Committee
      regarding target levels for various elements of total compensation for executive
      officers and directors of the Company.





Towers
      Perrin’s recommendations are presented to and considered by the Compensation
      Committee in their deliberations on compensation matters.





Towers
      Perrin was retained by the Compensation Committee in 2006 to provide a
      compensation study to benchmark and assist in the development of the
      compensation packages for Mr. D’Loren and Mr. Haran. The compensation study
      evaluated the reasonableness of the base salary, annual bonus and stock option
      grants proposed for Mr. D’Loren employment as our new chief executive officer in
      comparison to the competitive market. The compensation study was presented
      to
      the Compensation Committee and the board of directors and was considered by
      each
      in their deliberations and discussions on Mr. D’Loren’s compensation package.
      The compensation packages for Mr. D’Loren and Mr. Haran have not changed.




10




Again
      in
      2007, Towers Perrin was retained by the Compensation Committee to assist in
      a
      review of executive officer and director compensation. In the 2007 review, Towers
      Perrin obtained peer group benchmarking data primarily from a group of companies
      with revenue of $30 to $200 million regardless of industry, and
      secondly from a group of companies that have a similar business strategy to
      us,
      regardless of revenue size. Although the data did not result in a statistical
      random sampling, we believe it provided helpful data regarding the compensation
      levels and practices of peer companies with whom we compete for key executive
      talent.





*Process
      for Approving Equity Grants.* The
      Compensation Committee administers the 2006 Equity Incentive Plan, which is
      our
      long-term incentive plan that was approved by our stockholders in October 2006.
      The Compensation Committee is required to approve all grants of all awards
      under
      that plan, and has not delegated any grant authority. Under the terms of the
      2006 Equity Incentive Plan, stock options are required to be priced at the
      closing price of NexCen common stock on the date of grant, which is the actual
      date on which the option (including all of its material terms) is approved
      by
      the Compensation Committee. Our long-term incentive plan does not permit the
      re-pricing of options. Previously, we did not have a policy that addressed
      the
      specific issue of whether equity grants may be approved prior to the release
      of
      material information. In February 25, 2008, the Compensation Committee
      established a policy to grant options on a quarterly basis on the third Trading
      Day after the Company publicly announces its quarterly financial results
      following each of the first three fiscal quarters of each year and after annual
      financial results following the fourth fiscal quarter of each year.





We
      typically grant stock options to new employees at senior levels when they begin
      working for the Company. In 2007, these grants were usually made at the next
      regularly scheduled or special meeting of the Compensation Committee after
      the
      date on which employment commenced. Beginning as of February 25, 2008, grants
      made to new employees are typically made on the next quarterly grant date
      following the start of employment.





*Share
      Ownership Guidelines* .
      We do
      not currently have any requirements for any of our executive officers or other
      employees to own specified amounts of NexCen common stock. As a result of his
      prior ownership of UCC and purchases of our common stock on the open market
      for
      which he received pre-clearance, our chief executive officer (directly or
      through entities that he controls) currently owns approximately 3.7 million
      shares of our common stock.





*Compensation
      Deduction Limit* .
      Section
      162(m) of the Internal Revenue Code generally limits the compensation that
      a
      corporation can deduct for payments to a chief executive officer and the four
      other most highly compensated executive officers to $1 million per officer
      per
      year. However, compensation that is “performance-based,” as defined by Section
      162(m), is exempt from this limitation on deductibility. In general,
      compensation attributable to the exercise of stock options granted with an
      exercise price at or above the market price of the underlying stock at the
      time
      of the grant qualifies as performance-based compensation. In 2007, we did not
      pay our chief executive officer or our four other most highly compensated
      executive officers compensation in excess of $1 million (excluding compensation
      in respect of exercised options that we believe qualifies as performance-based
      compensation).





***Elements
      of Compensation***





For
      2007,
      the principal components of compensation for our named executive officers
      consisted of:





·
            Base
                salary;




·
            Equity-based
                awards;




·
            Cash
                bonuses;




·
            Perquisites
                and other personal benefits; and




·
            Other
                compensation.




These
      principal elements have been chosen to create a flexible package that can reward
      both our short and long-term performance, while providing the executive with
      a
      competitive compensation package.





*Base
      salary.* We
      provide named executive officers and other employees with a base salary to
      compensate them for basic services rendered during the fiscal year. Initial
      base
      salaries for our named executive officers were determined for each executive
      in
      2006 based on negotiations between the new executive, on the one hand, and
      the
      Company, on the other. The Compensation Committee expects to review salary
      levels at least annually, as well as upon a promotion or other changes in job
      responsibility. Merit based increases to salaries, if any, will be based on
      the
      Compensation Committee’s review and overall assessment of an individual’s
      performance.





In
      2007,
      none of the named executive salaries received an increase in their respective
      base salaries.




11




*Equity-based
      awards.* We
      provide equity-based compensation to promote our long-term growth and
      profitability. Equity-based awards not only provide directors, executive
      officers, and employees with incentives to maximize stockholder value and
      otherwise contribute to our long-term success, but they also allow us to
      attract, retain and reward the best available individual for positions of
      responsibility.





Awards
      of
      stock options and restricted stock are made under our 2006 Equity Incentive
      Plan, which was approved by our stockholders in October 2006. The Compensation
      Committee administers the 2006 Equity Incentive Plan and has not delegated
      any
      grant authority. Shares of restricted stock are issued subject to a vesting
      schedule and cannot be sold until and to the extent the shares have vested.
      Stock options are issued at an exercise price of no less than fair market value
      on the date of grant and are subject to vesting requirements, which may include
      time-based vesting, performance-based vesting, or both. Historically, we have
      not issued any options subject to performance-based vesting.





In
      2007,
      we did not award any restricted stock or stock options to any of the named
      executive officers.





*Cash
      bonuses.*  **** We
      provide cash bonus compensation to motivate, reward and retain key executives.
      Under the 2006 Management Bonus Plan bonuses are paid out of a pool determined
      to be 5% of the Company’s net income. The chief executive officer has a
      contractual right to 50% of this pool and the other half is allocated to senior
      executives based on performance achievements determined by the chief executive
      officer and the Compensation Committee.





The
      Company reported net loss for 2007 and as a result there was no bonus pool
      under
      the 2006 Management Bonus Plan. In addition, the Compensation Committee did
      not
      award, nor did any of the named executive officers seek, any bonus under the
      Compensation Committee’s general discretion pursuant to its Charter to set
      executive compensation.





*Perquisites
      and other personal benefits.* We
      provide certain executive officers with perquisites and other personal benefits
      that we and the Compensation Committee believe are reasonable and consistent
      with our overall compensation program to better enable us to attract and retain
      superior employees for key positions. Perquisites are generally granted as
      part
      of our executive recruitment and retention efforts. During 2007, our named
      executive officers received a limited amount of perquisites and other personal
      benefits that we paid on their behalf. These perquisites and other personal
      benefits included, among other things:





·
            Payments
                of life, health and/or disability insurance
                premiums;




·
            Car
                expenses; and/or




·
            Club
                dues.




*Other
      Compensation.* In
      addition to the compensation discussed above, we also provide our named
      executive officers with customary employee benefits, available to all employees,
      including health, disability and life insurance. In general, these benefits
      are
      substantially the same as those available to all of our employees.




**Compensation
      Committee Report**





The
      Compensation Committee has reviewed the Compensation Discussion and Analysis
      and
      discussed that Analysis with management. Based on its review and its discussions
      with management, the Committee has recommended to our board of directors that
      the Compensation Discussion and Analysis be included in the Company’s Annual
      Report on Form 10-K/A for 2007 and the Company’s 2008 proxy statement. This
      Report is provided by the following independent directors, who comprise the
      Compensation Committee:





Edward
      J.
      Mathias (Chairman)


Jack
      B.
      Dunn IV


Jack
      Rovner




12


**Summary
      Compensation Table**





The
      table
      below summarizes the total compensation paid to or earned by each of our named
      executive officers, including our former chief financial officer, for the fiscal
      year ended December 31, 2007.





In
      light
      of the fact that we reported a net loss for fiscal year ended December 31,
      2007,
      our named executive officers were not entitled to receive payments which would
      be characterized as “Non-Equity Incentive Plan Compensation” pursuant to our
      2006 Management Bonus Plan. Additionally, the Compensation Committee of the
      board of directors did not award any payments which would be characterized
      as
“Bonus” payments to any of the named executive officers and did not increase
      their base salaries. We also have no defined benefit plans, actuarial plans,
      or
      non-qualified deferred compensation plans


**Name and**
                **Principal Position****(1)**
              
              **Year**
              
              **Salary****(2)**
                **($)**
              
              **Bonus**
                **($)**
              
              **Stock**
                **Awards**
                **($)**
              
              **Option**
                **Awards****(3)**
                **($)**
              
              **Non-Equity**
                **Incentive**
                **Plan**
                **Compensation**
                **($)**
              
              **Change in Pension**
                **Value and**
                **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings**
                **($)**
              
              **All Other**
                **Compensatio****(4)**
                **($)**
              
              **Total**
                **($)****Robert
                  W. D’Loren**
              
              
              2007
              
              
              $750,000
              
              -
              
              -
              
              
              **-**
              
              **-**
              
              **-**
              
              
              $80,223
              
              
              $830,223**Chief
                  Executive Officer**
              
              
              2006
              
              
              $427,083
              
              **-**
              
              **-**
              
              
              $701,406
              
              -
              
              -
              
              
              $40,162
              
              
              $1,168,651**David
                  B. Meister**
              
              
              2007
              
              
              $225,000
              
              **-**
              
              **-**
              
              
              **-**
              
              -
              
              -
              
              
              $4,863
              
              
              $229,863**Former
                  Chief Financial Officer**
              
              
              2006
              
              
              $69,375
              
              **-**
              
              **-**
              
              
              $40,671
              
              -
              
              -
              
              
              -
              
              
              $110,046**James
                  Haran**
              
              
              2007
              
              
              $375,000
              
              -
              
              -
              
              
              **-**
              
              -
              
              -
              
              
              $15,150
              
              
              $390,150**Executive
                  Vice President**
              
              
              2006
              
              
              $338,542
              
              **-**
              
              **-**
              
              
              $145,117
              
              -
              
              -
              
              
              -
              
              
              $483,659**Charles
                  Zona**
              
              
              2007
              
              
              $300,000
              
              **-**
              
              **-**
              
              
              **-**
              
              -
              
              -
              
              
              **-**
              
              
              $300,000**Executive
                  Vice President**
              
              
              2006
              
              
              $18,182
              
              **-**
              
              **-**
              
              
              $10,994
              
              **-**
              
              **-**
              
              
              -
              
              
              $29,176


(1)
            Messrs.
                D’Loren, Meister, Haran and Zona became named executive officers on
                June
                6, 2006, September 12, 2006 May 1, 2007 and December 11, 2006,
                respectively. Mr. Meister ceased to be a named executive officer
                on March
                21, 2008.(2)
            The
                amounts included for the year ended December 31, 2006 for Messrs.
                D’Loren,
                Meister, Haran and Zona is based on a base salary of $750,000, $225,000,
                $375,000 and $300,000, respectively, pro rated from their start dates
                of
                June 6, 2006, September 12, 2006, June 6, 2006 and December 11, 2006,
                respectively. Mr. Meister’s amount for 2006 does not include $29,000 which
                was paid to Mr. Meister for services as a consultant with the Company
                from
                July 2006 until September 2006. The amount for Mr. Haran for 2006
                includes
                a deferred bonus of $125,000 from UCC Capital that the Company assumed
                upon the acquisition.(3)
            For
                the year ended December 31, 2007, none of the named executive officers
                received stock option awards. For the year ended December 31, 2006,
                Messrs. D’Loren, Meister, Haran and Zona received option awards pursuant
                to the terms of their employment agreements.(4)
            For
                the year ended December 31, 2007, Mr. D’Loren received a total of $80,223
                in all other compensation which included insurance premiums for auto,
                life
                and long term disability of $26,882, car expenses of $22,956 and
                club dues
                of $30,385; Mr. Meister received a total of $4,863 in all other
                compensation comprised of the Company’s payment of health insurance
                premiums; Mr. Haran received a total of $15,150 in all other compensation
                comprised of car expenses. For 2006, Mr. D’Loren received a total of
                $40,162 in all other compensation which included insurance premiums
                for
                life and long term disability of $28,830, car expenses of $9,842
                and club
                dues of $1,490.




13


**Grants
      of Plan-Based Awards Table**





During
      fiscal year ended December 31, 2007, we did not granted any stock options or
      restricted stock awards to our named executive officers under any of our
      long-term equity incentive plans.




**Outstanding
      Equity Awards at Fiscal Year-End Table**





The
      following table sets forth information with respect to outstanding equity-based
      awards at December 31, 2007 for our named executive officers.


**Option**
                **Awards**
              
              **Stock Awards****Name**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options**
                **(#)**
                **Exercisable**
              
              **Number of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options**
                **(#)**
                **Unexercisable**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Unearned**
                **Options**
                **(#)**
              
              **Option**
                **Exercise**
                **Price**
                **($)**
              
              **Option**
                **Expiration**
                **Date**
              
              **Number**
                **of**
                **Shares or**
                **Units of**
                **Stock**
                **That**
                **Have**
                **Not**
                **Vested**
                **(#)**
              
              **Market**
                **Value**
                **of**
                **Shares**
                **or Units**
                **of Stock**
                **That**
                **Have**
                **Not**
                **Vested**
                **($)**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Number**
                **of**
                **Unearned**
                **Shares,**
                **Units or**
                **Other**
                **Rights That**
                **Have Not**
                **Vested**
                **(#)**
              
              **Equity**
                **Incentive**
                **Plan**
                **Awards:**
                **Market or**
                **Payout**
                **Value of**
                **Unearned**
                **Shares,**
                **Units or**
                **Other**
                **Rights That**
                **Have Not**
                **Vested**
                **($)****Robert
                  W. D’Loren**
              
              
              **787,324**
              **(1)**
              
              **1,874,652**
              
              **-**
              
              **$****4.10**
              
              **06/05/2016**
              
              **-**
              
              **-**
              
              **-**
              
              **-****David
                  B. Meister**
              
              
              **66,667**
              **(2)**
              
              **133,333**
              **(3)**
              **-**
              
              **$****6.08**
              
              **09/11/2016**
              
              **-**
              
              **-**
              
              **-**
              
              **-****James
                  Haran**
              
              
              **193,930**
              **(4)**
              
              **387,858**
              
              
              
              **$****4.10**
              
              **06/05/2016****Charles
                  Zona**
              
              
              **83,334**
              **(5)**
              
              **166,666**
              
              **-**
              
              **$****6.96**
              
              **12/10/2016**
              
              **-**
              
              **-**
              
              **-**
              
              **-**




(1)
            In
                June 2006, Mr. D’Loren was granted a warrant to purchase 125,000 shares
                and the option to purchase 2,686,976 shares. Both the warrant and
                the
                option vest in equal amounts on the three anniversaries of grant:
                June
                2007, June 2008 and June 2009. Accordingly, 41,666 shares underlying
                the
                warrant and 895,658 shares underlying the option vested in June 2007.
                As
                noted in the following Option Exercises and Stock Vesting Table,
                Mr.
                D’Loren partially exercised his option and purchased 150,000 shares.
                For
                additional information with respect to accelerated vesting of Mr.
                D’Loren’s awards upon certain events, see “Employment Agreements - Robert
                W. D’Loren.”(2)
            In
                September 2006, Mr. Meister was granted an option to purchase a total
                of
                200,000 shares that vest in equal amounts on the three anniversaries
                of
                grant: September 2007, September 2008 and September 2009. Accordingly,
                66,667 shares underlying the option vested in September 2007.(3)
            On
                March 21, 2008, Mr. Meister left the Company, and all unvested options
                immediately vested and became fully exercisable pursuant to his employment
                agreement.
                For additional information with respect to accelerated vesting of
                Mr.
                Meister’s stock option award upon certain events, see “Employment
                Agreements - David B. Meister.”(4)
            In
                June 2006, Mr. Haran was granted an option to purchase a total of
                581,788
                shares that vest in equal amounts on the three anniversaries of grant:
                June 2007, June 2008 and June 2009. Accordingly, 193,930 shares underlying
                the option vested in June 2006. For additional information with respect
                to
                accelerated vesting of Mr. Haran’s stock option award upon certain events,
                see “Employment Agreements – James Haran.”(5)
            In
                December 2006, Mr. Zona was granted an option to purchase a total
                of
                250,000 shares that vest in equal amounts on the three anniversaries
                of
                grant: December 2007, December 2008 and December 2009. Accordingly,
                83,334
                shares underlying the option vested in December 2006. For additional
                information with respect to accelerated vesting of Mr. Zona’s stock option
                award upon certain events, see “Employment Agreements - Charles A.
                Zona.”





14





**Option
      Exercises and Stock Vested Table**





The
      following table sets forth certain information regarding exercise of options
      and
      vesting of restricted stock held by the named executive officers during the
      year
      ended December 31, 2007.


**Option Awards**
              
              **Stock Awards****Name**
              
              **Number of Shares**
                **Acquired on Exercise**
                **(#)**
              
              **Value Realized**
                **on Exercise**
                **($)**
              
              **Number of Shares**
                **Acquired on Vesting**
                **(#)**
              
              **Value Realized**
                **On Vesting**
                **($)****Robert
                  W. D’Loren**
              
              
              150,000
              
              
              $219,000
              
              
              -
              
              
              -**David
                  B. Meister**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**James
                  Haran**
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Charles
                  Zona**
              
              
              -
              
              
              -
              
              
              -
              
              
              -




***Compensation
      for Named Executives Officers in 2007***





We
      discuss here the compensation of those individuals who were named executive
      officers at December 31, 2007. All of these named executive officers except
      Mr.
      Meister remain with the Company at the date of this Report. For each named
      executive officer, we negotiated employment agreements in connection with their
      hire in 2006. On March 25, 2008, we hired a new chief financial officer and
      negotiated an employment agreement in connection with his hire. In each case,
      we
      provide competitive base salaries, discretionary bonus opportunities, basic
      benefit packages and modest severance arrangements. The overall philosophy
      of
      our compensation policy is reflected in each agreement. See the section
      captioned “Employment Agreements” for more in-depth information.





*Compensation
      for Chief Executive Officer* ***.*** In 2007,
      the compensation of Mr. D’Loren, the President and Chief Executive Officer, was
      based on his employment agreement entered into on June 6, 2006. Mr.
      D’Loren did not receive an increase in his base salary and received no bonus
      either in cash or in equity.





*Compensation
      for Other Named Executive Officers.* In 2007,
      the compensation of our other name executive officers were based on their
      respective employment agreements entered into in 2006. In
      2007,
      none of the other named executive salaries received an increase in their
      respective base salaries and none received a bonus either in cash or
      equity.





*Post-termination
      compensation.* We have
      entered into employment agreements with each of the named executive officers.
      Each of these agreements provides for certain payments and other benefits if
      the
      executive's employment terminates under certain circumstances, including, in
      the
      event of a “change of control”. See sections captioned “Employment Agreements"
      and “Potential Payments Upon Termination or Change of Control” for a description
      of the severance and change of control benefits.




**Employment
      Agreements**





***Employment
      Agreements for Named Executive Officer***





*Robert
      W. D’Loren*





Simultaneous
      with the acquisition of UCC in June 2006, we entered into an employment
      agreement with Mr. D’Loren. Pursuant to the terms of Mr. D’Loren’s employment
      agreement, Mr. D’Loren will receive an initial annual base salary of $750,000,
      subject to periodic review and upward adjustment, as well as various perquisites
      and benefits, including a monthly car allowance. For each calendar year during
      the term of the employment agreement, Mr. D’Loren will be entitled to receive an
      incentive bonus equal to 50% of amounts awarded under the 2006 Management Bonus
      Plan (the “Annual Bonus”). No Annual Bonus was paid for fiscal years 2006 or
      2007. Unless otherwise agreed, the Annual Bonus will be payable 50% percent
      in
      cash and 50% in restricted shares of NexCen’s common stock that will vest in
      three equal installments over three years following the date of their
      issuance.





On
      June
      6, 2006, as specified in Mr. D’Loren’s employment agreement, we granted Mr.
      D’Loren options to purchase an aggregate of 2,686,976 shares of our common stock
      under the terms of the Company’s 1999 Equity Incentive Plan. See
      “Outstanding Equity Awards at Fiscal Year-End” table for details of Mr.
      D’Loren’s stock options. Under
      Mr. D’Loren’s employment agreement, if Mr. D’Loren’s employment with NexCen is
      terminated without “Cause” (as defined in Mr. D’Loren’s employment agreement),
      or if he resigns for “Good Reason” (as defined in Mr. D’Loren’s employment
      agreement), or if a Change of Control (as defined in Mr. D’Loren’s employment
      agreement) occurs, all unvested options and restricted shares issued to Mr.
      D’Loren pursuant to the 1999 Equity Incentive Plan will vest
      immediately.




15




In
      addition, in accordance with the terms of Mr. D’Loren’s employment agreement, we
      issued to Mr. D’Loren a ten-year warrant to purchase 125,000 shares of our
      common stock, at an exercise price of $4.10 per share. The terms, including
      regular and accelerated vesting, of the warrant are identical to those of the
      option grant he received at closing.





The
      initial term of Mr. D’Loren’s employment agreement is three years, and it renews
      automatically for successive one-year periods beginning June 6, 2009, unless
      either party provides at least 90 days’ advance written notice of a decision not
      to renew. If we do not renew Mr. D’Loren’s employment agreement at the end of
      any term, Mr. D’Loren will be entitled to receive his then current base salary
      for two years. If (i) we terminate Mr. D’Loren’s employment without “Cause” or
      (ii) Mr. D’Loren terminates his employment for Good Reason, he will be entitled
      to receive a severance package consisting of (1) any earned but unpaid base
      salary through the date of employment termination and any declared but unpaid
      annual bonus and (2) an amount equal to his Base Salary (at the rate then in
      effect) for the greater of the remainder of the initial three-year term or
      two
      years. The severance will be payable over a six-month period or such shorter
      period as is required to comply with Section 409A of the Internal Revenue Code
      and applicable regulations adopted thereunder. Mr. D’Loren also will be entitled
      to continue to participate in NexCen’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
      two-year period following termination, subject to termination of this
      arrangement if a successor employer provides him with health insurance
      coverage.





If
      Mr.
      D’Loren’s employment is terminated without Cause (or if he resigns for Good
      Reason) within one year of a Change of Control (as defined in Mr. D’Loren’s
      employment agreement), he will be entitled to receive the same severance as
      described above for termination without Cause or resignation for Good Reason,
      except that instead of the amount described in clause (2) of the prior
      paragraph, Mr. D’Loren will be entitled to receive an amount equal $100 less
      than three times the sum of (i) Mr. D’Loren’s base salary (at the rate in effect
      on the date of termination) and (ii) the Annual Bonus (which, for this purpose,
      will be deemed to equal the product of (A) the percentage of the 2006 Management
      Bonus Plan that Mr. D’Loren was awarded in the most recently completed fiscal
      year, multiplied by (B) four times the net income reported by NexCen in the
      last
      complete fiscal quarter prior to the effective date of termination of Mr.
      D’Loren’s employment). However, if the severance payment owed to Mr. D’Loren,
      plus any other payments or benefits, either cash or non-cash, that Mr. D’Loren
      has the right to receive from NexCen would constitute an “excess parachute
      payment” (as defined in Section 280G of the Internal Revenue Code of 1986), then
      his severance will be reduced to the largest amount that will not result in
      receipt by Mr. D’Loren of an “excess parachute payment.”





During
      the term of employment and for two years thereafter, or one year if Mr.
      D’Loren’s employment is terminated without Cause or if he resigns for Good
      Reason, Mr. D’Loren has agreed not to compete with NexCen. In addition, for two
      years following the term of employment, Mr. D’Loren has agreed not to (i)
      solicit, induce or attempt to induce any customer, supplier, licensee or other
      business relation to cease doing business with the Company, (ii) solicit, induce
      or attempt to induce any person who is, or was during the then-most recent
      one
      year 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 hire any such person unless such person’s employment was
      terminated by the Company, or (iii) in any way interfere with the relationship
      between any customer, supplier, licensee, employee or business relation of
      the
      Company or any of its subsidiaries.





*David
      B. Meister*





In
      September 2006, Mr. Meister joined the Company as Senior Vice President, Chief
      Financial Officer, Treasurer and Secretary. Mr. Meister left the Company on
      March 21, 2008.





Pursuant
      to the terms of the employment agreement, Mr. Meister received an initial annual
      base salary of $225,000, as well as customary employee perquisites and benefits.
      For each calendar year during the term of the employment agreement, Mr. Meister
      was entitled to receive a performance-based bonus pursuant to the 2006
      Management Bonus Plan (the “Annual Bonus”) based on achieving annual performance
      goals recommended by the Chief Executive Officer and subject to review and
      confirmation by the Compensation Committee or board of directors. No Annual
      Bonus was paid for fiscal years 2006 or 2007.





On
      September 12, 2006, as contemplated by the employment agreement, Mr. Meister
      was
      granted options to purchase an aggregate of 200,000 shares of the Company’s
      common stock under the terms of the Company’s 1999 Equity Incentive Plan. See
      “Outstanding Equity Awards at Fiscal Year-End” table for details of Mr.
      Meister’s stock options. On March
      21, 2008, Mr. Meister left the Company, and all unvested options immediately
      vested and become fully exercisable pursuant to his employment agreement.
      Pursuant to his separation agreement, the Company agreed to extend the exercise
      period on Mr. Meister’s 200,000 options until December 31,
      2009.


16





The
      initial term of the employment agreement was three years. As a result of Mr.
      Meister's termination, he is entitled to receive a severance package under
      his
      employment agreement consisting of (1) any earned but unpaid base salary through
      the date of employment termination and any declared but unpaid annual bonus
      (which there was none) and (2) an amount equal to his base salary (at the rate
      then in effect) for one year. The severance will be payable over a six-month
      period or such shorter period required to comply with Section 409A of the
      Internal Revenue Code and applicable regulations adopted thereunder. He also
      is
      entitled to 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 one-year period following termination, subject to termination
      of
      this arrangement if a successor employer provides him with health insurance
      coverage.





Pursuant
      to the employment agreement, during the term of employment and one year
      thereafter, Mr. Meister has agreed not to compete with the Company. In addition,
      for two years following the term of employment, Mr. Meister has agreed not
      to
      (i) solicit, induce or attempt to induce any customer, supplier, licensee or
      other business relation to cease doing business with the Company, (ii) solicit,
      induce or attempt to induce any person who is, or was during the then-most
      recent one year 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 hire any such person unless such person’s
      employment was terminated by the Company, or (iii) in any way interfere with
      the
      relationship between any customer, supplier, licensee, employee or business
      relation of the Company or any of its subsidiaries.





*James
      Haran*





Simultaneous
      with the acquisition of UCC in June 2006, we entered into an employment
      agreement with Mr. Haran. Pursuant to the terms of Mr. Haran’s employment
      agreement, Mr. Haran will receive an initial annual base salary of $375,000,
      subject to periodic review and upward adjustment. For each calendar year during
      the term of the employment agreement, Mr. Haran will also be eligible to receive
      a performance-based bonus pursuant to the 2006 Management Bonus Plan (the
“Annual Bonus”) on
      achieving annual performance goals recommended by the President and Chief
      Executive Officer and subject to review and confirmation by the Compensation
      Committee or board of directors. No
      Annual Bonus was paid in fiscal years 2006 or 2007.





On
      June
      6, 2006, as specified in Mr. Haran’s employment agreement, we granted Mr. Haran
      options to purchase an aggregate of 581,788 shares of our common stock under
      the
      terms of the Company’s 1999 Equity Incentive Plan. See
      “Outstanding Equity Awards at Fiscal Year-End” table for details of Mr.
      Haran’s stock
      options. Under
      Mr. Haran’s employment agreement, if Mr. Haran’s employment with NexCen is
      terminated without “Cause” (as defined in Mr. Haran’s employment agreement), or
      if he resigns for “Good Reason” (as defined in Mr. Haran’s employment
      agreement), or if a Change of Control (as defined in Mr. Haran’s employment
      agreement) occurs, all unvested options issued to Mr. Haran pursuant to the
      employment agreement will vest immediately.





The
      initial term of Mr. Haran’s employment agreement is three years, and it renews
      automatically for successive one-year periods beginning June 6, 2009, unless
      either party provides at least 30 days’ advance written notice of a decision not
      to renew. If
      the
      Company terminates Mr. Haran’s employment (i) without Cause, or (ii) if Mr.
      Haran resigns for Good Reason, or (iii) if the Company fails to renew the term,
      Mr. Haran will be entitled to receive (1) any unpaid base salary including
      any
      declared but unpaid annual bonus and (2) an amount equal to his base salary
      (at
      the rate then in effect) for a eighteen-month period. The
      severance will be payable over a six-month period or such shorter period as
      is
      required to comply with Section 409A of the Internal Revenue Code and applicable
      regulations adopted thereunder. Mr. Haran also will be entitled to continue
      to
      participate in NexCen’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 one year
      period following termination, subject to termination of this arrangement if
      a
      successor employer provides him with health insurance coverage.





If
      Mr.
      Haran’s employment is terminated without Cause (or if he resigns for Good
      Reason) within one year of a Change of Control (as defined in Mr. Haran’s
      employment agreement), he will be entitled to receive the same severance as
      described above for termination without Cause or resignation for Good Reason,
      except that instead of the amount described in clause (2) of the prior
      paragraph, Mr. Haran will be entitled to receive an amount equal $100 less
      than
      two times the sum of (i) Mr. Mr. Haran’s base salary (at the rate in effect on
      the date of termination) and (ii) the Annual Bonus, if declared, in the year
      prior to the Change of Control. However, if the severance payment owed to Mr.
      Haran, plus any other payments or benefits, either cash or non-cash, that Mr.
      Haran has the right to receive from NexCen would constitute an “excess parachute
      payment” (as defined in Section 280G of the Internal Revenue Code of 1986), then
      his severance will be reduced to the largest amount that will not result in
      receipt by Mr. Haran of an “excess parachute payment.”




17


During
      the term of employment and for two years thereafter, or one year if Mr. Haran’s
      employment is terminated without Cause or if he resigns for Good Reason, Mr.
      Haran has agreed not to compete with the Company. In
      addition, for two years following the term of employment, Mr. Haran has agreed
      not to (i) solicit, induce or attempt to induce any customer, supplier, licensee
      or other business relation to cease doing business with the Company, (ii)
      solicit, induce or attempt to induce any person who is, or was during the
      then-most recent one year 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 hire any such person unless such person’s
      employment was terminated by the Company, or (iii) in any way interfere with
      the
      relationship between any customer, supplier, licensee, employee or business
      relation of the Company or any of its subsidiaries





*Charles
      A. Zona*





In
      December 2006, Mr. Zona joined the Company as Executive
      Vice President, Brand Management and Licensing . Prior to
      his appointment, Mr. Zona worked with the Company as a consultant since November
      2006.





Pursuant
      to the terms of the employment agreement, Mr. Zona will receive an initial
      annual base salary of $300,000, subject to annual review and upward adjustments
      (but not decreases), as
      well
      as customary employee perquisites and benefits .
      Mr.
      Zona will also be eligible to receive a performance-based bonus pursuant
      to the 2006 Management Bonus Plan (the
“Annual Bonus”) based on achieving annual performance goals recommended by the
      President and Chief Executive Officer and subject to review and confirmation
      by
      the Compensation Committee or board of directors. No Annual Bonus was paid
      for
      fiscal years 2006 or 2007.





On
      December 11, 2006, as contemplated by the employment agreement, Mr. Zona was
      granted options to purchase a total of 250,000 shares of the Company’s common
      stock pursuant to the terms of the Company’s 2006 Equity Incentive Plan. See
“Outstanding Equity Awards at Fiscal Year-End” table for details of Mr. Zona’s
      stock options. Under Mr. Zona’s employment agreement, if his employment with the
      Company is terminated without “Cause” (as defined in the employment agreement),
      or if he resigns for “Good Reason” (as defined in the employment agreement), or
      if a Change of Control (as defined in the employment agreement) occurs, all
      unvested options will immediately vest and become fully
      exercisable.





The
      initial term of the employment agreement is three years, and it renews
      automatically for one-year periods, unless either party gives the other party
      90
      days prior written notice of a decision not to renew. If the Company terminates
      Mr. Zona’s employment (i) without Cause, or (ii) if Mr. Zona resigns for Good
      Reason, or (iii) if the Company fails to renew the term, Mr. Zona will be
      entitled to receive (1) any unpaid base salary including any declared but unpaid
      annual bonus and (2) an amount equal to his base salary (at the rate then in
      effect) for a six-month period. The
      severance will be payable over a six-month period or such shorter period as
      is
      required to comply with Section 409A of the Internal Revenue Code and applicable
      regulations adopted thereunder. Mr. Zona also will
      be
      entitled to 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 for a one-year period following his termination, subject
      to
      termination of coverage if a successor employer provides him with health
      insurance.





Notwithstanding
      the foregoing, if Mr. Zona’s employment is terminated within one year following
      a Change of Control by the Company without Cause or by Mr. Zona with Good
      Reason, Mr. Zona shall be entitled to receive the same severance as described
      in
      the preceding paragraph, however, the amount of severance will be changed to
      an
      amount equal to $100 less then two times the sum of (i) Mr. Zona’s base salary
      (at the rate then in effect) and (ii) the annual bonus paid to Mr. Zona in
      the
      year prior to such Change in Control. However, if the lump sum severance owed
      to
      Mr. Zona would constitute an “excess parachute payment” (as defined in Section
      280G of the Internal Revenue Code of 1986), then his severance will be reduced
      to the largest amount that will not result in receipt by Mr. Zona of an “excess
      parachute payment.”





During
      the term of employment and for one year thereafter, or six months if Mr. Zona’s
      employment is terminated without Cause or if he resigns for Good Reason, Mr.
      Zona has agreed not to compete with the Company. In addition, for one year
      following the term of employment, Mr. Zona has agreed not (i) to 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, (ii) to solicit, induce or attempt
      to
      induce any employee of the Company or any of its subsidiaries to terminate
      such
      employee’s employment with the Company or (iii) in any way interfere with the
      relationship between any customer, supplier, licensee, employee or business
      relation and the Company or any of its subsidiaries.





***Employment
      Agreement for New Chief Financial Officer***





*Kenneth
      J. Hall*





On
      March
      25, 2008, Mr. Hall joined the Company as Executive
      Vice President, Chief Financial Officer and Treasurer .


18





Pursuant
      to the terms of an employment agreement, Mr. Hall will receive an initial annual
      base salary of $400,000, subject to periodic review and upward adjustment,
      as
      well as various perquisites and benefits, including a monthly automobile
      allowance comparable to other senior executive officers (but in no event less
      than $1,250 per month). For each calendar year during the term of the employment
      agreement, Mr. Hall will be entitled to receive a performance-based bonus
      calculated as a percentage of the “bonus pool,” based on Mr. Hall and the
      Company achieving annual performance goals, subject to review and confirmation
      by the Company’s Compensation Committee or board of directors. The “bonus pool”
will be equal to five percent of the Company’s annual net income, as reported on
      the audited financial statements or any other amount authorized as the “bonus
      pool” by the Company’s Compensation Committee or board of directors under the
      2006 Management Bonus Plan or any other management bonus plan adopted by the
      Company.





Mr.
      Hall
      will also be granted options to purchase a total of 250,000 shares of the
      Company’s common stock, subject to the approval of the Company’s Compensation
      Committee, under the terms of the Company’s 2006 Long Term Equity Incentive Plan
      and a customary grant agreement. The options will have a 10-year term and an
      exercise price equal to the fair market value of the Company’s common stock on
      the grant date, which under the Company’s policy will be the third trading day
      after the Company publicly announces results for the three month period ending
      March 31, 2008. The options will vest and become exercisable in equal
      installments on each of the first three anniversaries of the grant date. Under
      Mr. Hall’s employment agreement, if his employment with the Company is
      terminated without “Cause” (as defined in the employment agreement), or if he
      resigns for “Good Reason” (as defined in the employment agreement), or if a
      Change of Control (as defined in the employment agreement) occurs, all unvested
      options will immediately vest and become fully exercisable for a period of
      twelve months following such termination.





The
      initial term of the employment agreement is three years, and it renews
      automatically for successive one-year periods beginning March 25, 2011, unless
      either party provides at least 90 days’ advance written notice of a decision not
      to renew. If (i) the Company terminates Mr. Hall’s employment without “Cause” or
      does not renew the employment agreement at the end of any term or (ii) Mr.
      Hall
      terminates his employment for Good Reason, he will be entitled to receive a
      severance package consisting of (1) any earned but unpaid base salary through
      the date of employment termination and any declared but unpaid annual bonus
      and
      (2) an amount equal to his base salary (at the rate then in effect) for the
      greater of the remainder of the initial three year term or eighteen months.
      The
      severance will be payable over a six month period or such shorter period
      required to comply with Section 409A of the Internal Revenue Code and applicable
      regulations adopted thereunder. He also will be entitled to 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
      an
      eighteen month period following termination, subject to termination of this
      arrangement if a successor employer provides him with health insurance
      coverage.





If
      Mr.
      Hall’s employment is terminated without Cause or if he resigns for Good Reason
      within a year of a Change of Control (as defined in the employment agreement),
      he will be entitled to receive the same severance as described in the preceding
      paragraph, however, the amount of severance will be increased to equal $100
      less
      than two times the sum of (i) Mr. Hall’s base salary (at the rate in effect on
      the date of termination) and (ii) the annual bonus paid to Mr. Hall in the
      year
      prior to such Change of Control. However, if the severance payment owed to
      Mr.
      Hall would constitute an “excess parachute payment” (as defined in Section 280G
      of the Internal Revenue Code of 1986), then his severance will be reduced to
      the
      largest amount that will not result in receipt by the Mr. Hall of an “excess
      parachute payment.”





During
      the term of employment and for two years thereafter, or one year if Mr. Hall’s
      employment is terminated without Cause or if he resigns for Good Reason, Mr.
      Hall has agreed not to compete with the Company. In addition, for two years
      following the term of employment, Mr. Hall has agreed not to (i) solicit, induce
      or attempt to induce any customer, supplier, licensee or other business relation
      to cease doing business with the Company, (ii) solicit, induce or attempt to
      induce any person who is, or was during the then-most recent one year 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
      hire any such person unless such person’s employment was terminated by the
      Company, or (iii) in any way interfere with the relationship between any
      customer, supplier, licensee, employee or business relation of the Company
      or
      any of its subsidiaries.




**Potential
      Payments to Named Executive Officers Upon Termination or
      Change-of-Control**





As
      noted
      above under “Employment Agreements,” we have entered into employment agreements
      with each of our named executive officers. These agreements provide for certain
      payments and other benefits if a named executive officer’s employment with us is
      terminated under circumstances specified in his agreement, including a “Change
      of Control” of the Company. The amounts of potential payments in the following
      tables are hypothetical based on the rules of the Securities and Exchange
      Commission. Actual payments will depend on the circumstances and timing of
      any
      termination.





The
      receipt of the payments and benefits to the named executive officers under
      their
      employment agreements are generally conditioned upon their complying with
      customary non-solicitation, non-competition, confidentiality, non-interference
      and non-disparagement provisions. By the terms of such agreements, the
      executives acknowledge that a breach of some or all of the covenants described
      herein will entitle us to injunctive relief restraining the commission or
      continuance of any such breach, in addition to any other available
      remedies.


19





The
      following table provides the term of such covenants following the termination
      of
      employment as it relates to each named executive officer:





**Covenant**
            
            **Robert
                D’Loren**
            
            **David
                B. Meister**
            
            **James
                Haran**
            
            **Charles
                Zona****Confidentiality**
            
            Employment
                term and thereafter
            
            Employment
                term and thereafter
            
            Employment
                term and thereafter
            
            Employment
                term and thereafter**Non-solicitation**
            
            Employment
                term and 24 months thereafter
            
            Employment
                term and 24 months thereafter
            
            Employment
                term and 24 months thereafter
            
            Employment
                term and 12 months thereafter**Non-competition**
            
            Employment
                term and 24 months thereafter or 12months
                if employment is terminated without Causeor
                he resigns for “Good Reason”
            
            Employment
                term and 24 months thereafter or 12 months if employment is terminated
                with Cause orhe
                resigns for “GoodReason”
            
            Employment
                term and 24 months thereafter or 12 months if employment is terminated
                with Cause orhe
                resigns for “Good Reason”
            
            Employment
                term and 12 months thereafter or 6 months if employment is terminated
                with
                Cause orhe
                resigns for “Good Reason”**Non-interference**
            
            N/A
            
            N/A
            
            N/A
            
            N/A**Non-disparagement**
            
            Indefinitely
            
            Indefinitely
            
            Indefinitely
            
            Indefinitely




***Termination
      Payments (Other than in Connection with a
      Change-of-Control)***





The
      table
      below includes a description and the amount of estimated payments and benefits
      that would be provided by us (or our successor) to each of the named executive
      officers, assuming that a termination circumstance occurred as of December
      31,
      2007 and a “Change of Control” had not occurred. See “Employment Agreements”
included above for additional details for the named executive officers.





**Estimated
                Amount of Termination Payment to:****Termination
                Event**
            
            **Type
                of Payment**
            
            **Robert D’Loren**
            
            **David B.
                Meister**
            
            **James Haran**
            
            **Charles Zona**Termination
                for Cause, death or disability
            
            
            Payment
                of accrued but unused vacation time
            
            
            $8,219
            
            
            $10,479
            
            
            $7,192
            
            
            $10,685Termination
                without Cause or byexecutive
                for Good Reason
            
            
            Lump
                Sum Severance Payment
            
            
            $1,500,000
            
            
            $225,000
            
            
            $562,500
            
            
            $150,000Termination
                without Cause or byexecutive
                for Good Reason
            
            
            Pro
                rata portionof
                Bonuses (1)
            
            
            -
            
            
            -
            
            
            -
            
            
            -Death,
                termination without Cause, ortermination
                by executive for Good Reason
            
            
            Continued
                coverage under medical, dental, hospitalization and life insurance
                plans
                (2)
            
            
            $27,732
            
            
            $15,798
            
            
            $11,291
            
            
            $11,291





(1)
            The
                bonuses payable upon a termination event are based on the actual
                bonus
                paid in the prior year. Since no bonuses were paid in the prior year,
                no
                amount is shown here.(2)
            Calculated
                at current insurance premium rates in effect at December 31, 2007
                for the
                period of time of the benefit:
              
              Robert
                D’Loren - 2 years
              
              David
                Meister - 1 year
              
              James
                Haran - 1 year
              
              Charles
                Zona - 1 year




20


***Termination
      in Connection with a Change of Control***





The
      employment agreements with each of Messrs. D’Loren, Meister, Haran and Zona
      provide that, if, within twelve months following a “Change of Control,” their
      employment is terminated without “Cause” or they terminate their employment for
“Good Reason” as all such terms are defined in each employment agreement, we are
      obligated to make a lump-sum severance payment. A “Change of Control” is defined
      in each employment agreement by reference to our 1999 Equity Incentive Plan,
      which is defined to include a change in majority of our board of directors,
      consummation of certain mergers, the sale of all or substantially all of our
      assets or the acquisition of at least 80% of the undiluted total voting power
      of
      our then-outstanding securities. In addition, if within twelve months following
      a change of control, our named executive officers are terminated without “Cause”
or they terminate their employment for “Good Reason,” then all unvested stock
      options, shares of restricted stock and other equity awards shall vest
      immediately, and remain exercisable for the lesser of 180 days after termination
      and the remaining term of the applicable grant. See “Employment Agreements”
included above for additional details regarding Change of Control
      payments.





For
      Mr.
      D’Loren, the severance payment is equal to $100 less than three times the sum
      of
      Mr. D’Loren’s base salary plus a bonus amount calculated as the percentage of
      the bonus pool that Mr. D’Loren received in the prior fiscal year multiplied
      times five percent of the annualized net income for the quarter immediately
      preceding the executive’s separation. For each of Messrs. Meister, Haran and
      Zona, the separation amount is calculated the same as for Mr. D’Loren, except
      that the amount is multiplied times two. For each of our named executive
      officers, in the event that the foregoing calculation, together with all other
      cash and non-cash amounts that the executive has the right to receive from
      us,
      would result in the severance payment being treated as an “excess parachute
      payment” within the meaning of Section 280G of the Internal Revenue Code, then
      the payment is reduced automatically to the largest amount that will not result
      in the payment being treated as an “excess parachute payment.” Because this
      formula is intended to avoid the lump sum being treated as a parachute payment
      subject to an excise tax under the tax code, we do not provide for any
“gross-up” payments to cover federal excise taxes in the event that the
      severance payments are treated as a parachute payment.





The
      following table quantifies the estimated maximum amount of payments and benefits
      under our employment agreements and agreements relating to awards granted under
      our equity incentive and stock option plans to which the named executive
      officers would be entitled upon termination of employment if we terminated
      their
      employment without cause on December 31, 2007, assuming a Change of Control
      occurred on that date. We have assumed that these payments would not result
      in
      the aggregate severance payments being treated as an “excess parachute payment.”
We, therefore, have not reduced the aggregate amount calculated under the base
      formula.




**Name**
            
            **Cash Severance**
              **Payment**
              **($)**
            
            **Continuation of
                Medical/Welfare Benefits (Present**
              **Value)****(1)**
              **($)**
            
            **Value of Accelerated**
              **Vesting of Equity**
              **Awards****(2)**
              **($)**
            
            **Total Termination**
              **Benefits**
              **($)**Robert
                W. D’Loren
            
            $2,249,900
            
            $24,426
            
            $1,293,843
            
            $3,568,169David
                B. Meister
            
            $449,900
            
            $14,778
            
            $175,179
            
            $639,857James
                Haran
            
            $749,900
            
            $10,562
            
            $269,285
            
            $1,029,747Charles
                Zona
            
            $599,900
            
            $10,562
            
            $293,716
            
            $904,178




(1)
            
            Calculated
                at the present value of insurance premiums to be paid over the benefit
                period.(2)
            
            This
                amount represents the unamortized portion of the expense related
                to each
                respective named executive officer’s equity awards as of December 31,
                2007.




21


**Director
      Compensation**





The
      following table sets forth compensation information for 2007 for each member
      of
      our board of directors with the exception of Mr. D’Loren. Directors who are
      employees, such as Messrs. D’Loren and Oros, do not receive additional
      compensation for serving on the board. However, in connection with an option
      grant made to members of our board of directors in September 2007, the board
      authorized grants to each director other than Mr. D’Loren. See “Summary
      Compensation” table and “Grants of Plan-Based Awards” table for disclosures
      related to Mr. D’Loren.




**Name**
            
            **Fees Earned**
              **or Paid**
              **in Cash**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            
            **Change in**
              **Pension Value**
              **and Nonqualified
                Deferred Compensation Earnings**
            
            **All Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)****David
                S. Oros**
            
            
            -
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            $213,66(12)
            
            
            $242,744**James
                T. Brady**
            
            
            $68,250(1)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $97,329**Paul
                Caine**
            
            
            $12,000(2)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $41,079**Jack
                B. Dunn, IV**
            
            
            $39,000(3)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $68,079**Edward
                J. Mathias**
            
            
            $57,000(4)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $86,079**Jack
                Rovner**
            
            
            $38,000(5)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $67,079**Truman
                T. Semans (former director)**
            
            
            $42,500(6)
            
            -
            
            
            $47,910(10)
            
            -
            
            -
            
            -
            
            
            $90,410**George
                P. Stamas**
            
            
            $36,500(7)
            
            -
            
            
            $29,079(9)
            
            -
            
            -
            
            -
            
            
            $66,579**Marvin
                Traub**
            
            
            $17,500(8)
            
            -
            
            
            $127,341(11)
            
            -
            
            -
            
            -
            
            
            $144,841




(1)
            Includes
                a $20,000 annual retainer, $19,500 in board attendance fees, a $12,500
                retainer as chairman of the Audit Committee $15,000 in Audit Committee
                meeting fees, and a $1,250 retainer as chairman of the Nominating
                and
                Corporate Governance Committee. Mr. Brady has been the chairman and
                a
                member of the Audit Committee throughout the fiscal year ended December
                31, 2007 and became the chairman of the Nominating and Corporate
                Governance Committee on May 4, 2007.(2)
            Includes
                a $5,000 annual retainer, $4,500 in board attendance fees, and $2,500
                in
                Audit Committee meeting fees. Mr. Caine has been a member of the
                board and
                the Audit Committee since September 5, 2007.(3)
            Includes
                a $20,000 annual retainer, $16,500 in board attendance fees and a
                $2,500
                retainer as chairman of the Nominating Committee. Mr. Dunn was the
                chairman of the Nominating Committee through May 4, 2007 when the
                Nominating Committee was merged with the Corporate Governance
                Committee.(4)
            Includes
                a $20,000 annual retainer, $19,500 in board attendance fees, a $2,500
                retainer as chairman of the Compensation Committee, and $15,000 in
                Audit
                Committee meeting fees. Mr. Mathias has been the chairman of the
                Compensation Committee and a member of the Audit Committee throughout
                the
                fiscal year ended December 31, 2007.(5)
            Includes
                a $20,000 annual retainer and $18,000 in board attendance fees.(6)
            Includes
                a $15,000 annual retainer, $15,000 in board attendance fees, and
                $12,500
                in Audit Committee meeting fees. Mr. Semans was a director through
                September 5, 2007 but did not stand for re-election to the board
                of
                directors at the 2007 annual meeting held on that date.(7)
            Includes
                a $20,000 annual retainer, and $16,500 in board attendance
                fees.(8)
            Includes
                a $10,000 annual retainer and $7,500 in board attendance fees. Mr.
                Traub
                has been a member of the board since May 2, 2007.(9)
            On
                September 6, 2007, the Company granted non-qualified options to purchase
                100,000 shares to each of the directors in 2007, other than Mr. D’Loren
                and Mr. Traub, with an exercise price equal to the closing price
                per share
                on September 6, 2007. These options vest equally on the annual meeting
                date of each of the four annual meeting dates following the date
                of grant.
                On September 6, 2007, Mr. Traub was granted non-qualified options
                to
                purchase 75,000 shares as discussed in footnote 9 below.(10)
            On
                October 31, 2006, immediately following the 2006 annual meeting,
                the
                Company granted to Mr. Semans non-qualified options to purchase 25,000
                shares, as part of the Company’s annual compensatory grant of options to
                directors. The exercise price of these options was the closing price
                per
                share on October 31, 2006. By their terms, the options vested on
                October
                31, 2007, the first anniversary of the grant date. However, the Company
                accelerated the vesting of these options to September 5, 2007 because
                Mr.
                Semans planned to retire from the board as of the 2007 annual meeting
                on
                September 5, 2007. In accelerating the options, the Company sought
                to
                avoid inadvertently penalizing Mr. Semans based on the scheduling
                of its
                annual meeting. The Company now generally grants options to directors,
                which vest on annual meeting dates following the date of the
                grant.(11)
            On
                May 4, 2007, the Company granted to Mr. Traub, in connection with
                his
                appointment to the board of directors, non-qualified options to purchase
                29,166 shares, which was comprised of a pro rata amount of the 25,000
                stock options granted to non-employee directors in 2006 and an additional
                25,000 options granted for his expected service in 2007. The exercise
                price of these options is the closing price per share on May 4, 2007,
                and
                the options vest on May 4, 2008. On September 6, 2007, Mr. Traub
                was
                granted non-qualified options to purchase 75,000 shares with an exercise
                price equal to the closing price per share on September 6, 2007.
                These
                options vest equally on the second, third and fourth annual meeting
                dates
                following the date of the grant.


22





(10)
            In
                June 2006, Mr. Oros relinquished his position as Chief Executive
                Officer
                of the Company, remaining as Chairman. Under the terms of his amended
                employment agreement, for a period of three years ending in June
                2009, Mr.
                Oros remains an employee to provide advice and guidance to our new
                chief
                executive officer and to assist him with the management and business
                transition processes. Mr. Oros receives an annual salary of $200,000
                and
                health care coverage as an employee during this period. In 2007,
                the
                Company paid $13,665 for the employer’s portion of the premiums for Mr.
                Oros’ employee health care coverage.





**ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**





The
      following table sets forth certain information with respect to beneficial
      ownership of our common stock as of April 21, 2008, as to:





·
            each
                of our directors and executive officers individually;
                and




·
            all
                our directors and executive officers as a group.




To
      our
      knowledge, no person or entity, other than Mr. D’Loren, is the beneficial owner
      of more than 5% of our common stock.





For
      the
      purposes of calculating percentage ownership, as of April 21, 2008, 56,620,644
      shares were issued and outstanding. For any individual, who beneficially owns
      shares of restricted stock that will vest or shares represented by options
      that
      are or will become exercisable within 60 days of April 21, 2008, those shares
      are treated as if outstanding for that person, but not for any other person.
      In
      preparing the following table, we relied upon statements filed with the SEC
      by
      beneficial owners of more than 5% of the outstanding shares of our common stock
      pursuant to Section 13(d) or 13(g) of the Exchange Act, unless we knew or had
      reason to believe that the information contained in such statements was not
      complete or accurate, in which case we relied upon information which we
      considered to be accurate and complete. Unless otherwise indicated, the address
      of each of the individuals and entities named below is: c/o NexCen Brands,
      Inc.,
      1330 Avenue of the Americas, 34th Floor, New York, NY 10019.





**Beneficial Ownership**
              **of Shares**
            ******Name**
            ****
            **Number**
            ****
            **Percent**Directors
                and executive officers:David
                S. Oros (1)
            
            
            2,315,879
            
            
            4.09%Robert
                W. D’Loren (2)
            
            
            7,330,175
            
            
            12.95%James
                Haran (3)
            
            
            711,428
            
            
            1.26%Kenneth
                J. Hall
            
            
            30,000
            
            
            *Charles
                A. Zona (4)
            
            
            93,334
            
            
            *Joseph
                DiMuro
            
            
            -Sue
                J. Nam
            
            
            -James
                T. Brady (5)
            
            
            102,500
            
            
            *Paul
                Caine
            
            
            -
            
            
            *Jack
                B. Dunn IV
            
            
            -
            
            
            *Edward
                J. Mathias (6)
            
            
            150,700
            
            
            *Jack
                Rovner
            
            
            25,000
            
            
            *Truman
              T. Semans (7)
            
            
            55,000
            
            
            *George
                P. Stamas (8)
            
            
            146,868
            
            
            *Marvin
                Traub (9)
            
            
            114,166
            
            
            *All
                directors and named executive officers as a group (14
                Persons)
            
            
            
            
            
            19.56%





*
            Less
                than 1%.(1)
            Includes
                (i) 1,261,000 shares owned directly by Mr. Oros, (ii) 794,279 shares
                owned
                by Mr. Oros and his wife,
              (iii)
                exercisable warrants to purchase 155,000 shares of the Company’s common
                stock, (iv) exercisable options to purchase 55,600 shares of the
                Company’s
                common stock and (v) 50,000 shares of restricted stock that will
                become
                exercisable within 60 days of April 21, 2008.




23





(2)
            Includes
                (i) 1,041,384 shares owned directly by Mr. D’Loren, (ii) 1,775,193 shares
                owned by D’Loren Realty LLC, which is solely owned and managed by Mr.
                D’Loren, (iii) 875,526 shares owned by D’Loren 2008 Retained Annuity
                Trust,(iv)
                immediately exercisable warrants to purchase 41,666 shares, (v)
                immediately exercisable options to purchase 745,658 shares, vi) warrant
                and option to purchase937,325shares that will become immediately exercisable within 60 days of
                April
                21, 2008, and (vii) 1,913,423 shares over which Mr. D’Loren exercises
                voting control pursuant to the terms of two voting agreements entered
                into
                in connection with NexCen’s acquisition of The Athlete’s Foot in November
                2006. The shares held by Mr. D’Loren exclude 537,308 shares held by the
                Robert D’Loren Family Trust Dated March 29, 2002 (the “Family Trust”), the
                beneficiaries of which are two minor children of Mr. D’Loren. The Family
                Trust is irrevocable, the trustee is not a member of Mr. D’Loren’s
                immediate family, and the trustee has independent authority to vote
                and
                dispose of the shares held by the Family Trust. As a result, Mr.
                D’Loren
                disclaims any beneficial ownership of the shares held by the Family
                Trust.(3)
            Includes
                (i) 517,499 shares owned directly by Mr. Haran and (ii) options to
                purchase 193,929 shares of common stock that will become exercisable
                within 60 days of April 21, 2008.(4)
            Includes
                (i) 10,000 shares owned directly by Mr. Zona and (ii) exercisable
                options
                to purchase 83,334 shares of common stock.(5)
            Includes
                (i) 2,500 shares owned directly by Mr. Brady and (ii) exercisable
                options
                to purchase 100,000 shares of common stock.(6)
            Includes
                (i) 14,000 shares owned directly by Mr. Mathias, (ii) exercisable
                options
                to purchase 100,000 shares of common stock, (iii) 29,000 shares of
                common
                stock held indirectly in a retirement account and (iv) 7,700 shares
                of
                common stock held as custodian for Ellen Mathias.(7)
            Includes
                (i) 30,000 shares owned by Mr. Semans
                and his wife and (ii) exercisable options to purchase 25,000 shares
                of
                common stock.(8)
            Includes
                (i) 11,268 shares owned directly by Mr. Stamas and
                (ii) exercisable options to purchase 135,600 shares of common
                stock.(9)
            Includes
                (i) 85,000 shares owned directly by Mr. Traub and (ii) options to
                purchase
                29,166 shares of common stock, whichwill
                become exercisable within 60 days of April 21, 2008.





**Securities
      Authorized for Issuance Under Equity Compensation
      Plans**





See
      Item
      5 of Part II of our Form 10-K for information regarding securities authorized
      for issuance under equity compensation plans.





**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE**





**Policies
      and Procedures for the Review and Approval of Related Party
      Transactions**





The
      Company adopted the Policy and Procedures with respect to Related Persons
      Transactions for the review, approval or ratification of all related party
      transactions. The policy is administered by the Nominating and Corporate
      Governance Committee.





Pursuant
      to the Policy
      and Procedures ,
      any
      proposed related person transaction must be submitted for consideration at
      the
      first regular or special meeting of the Nominating
      and Corporate Governance Committee t hat
      immediately precedes or follows the Company entering into a related party
      transaction. In
      determining whether or not to approve or ratify such transactions, the Committee
      considers all the relevant facts and circumstances related to the transaction
      including, but not limited to (1) the benefit to the Company; (2) if the
      transaction involves a director, a member of the director’s immediate family or
      an entity affiliated with a director, the impact on the director’s independence;
      (3) the related person’s relationship to the Company and interest in the
      transaction; (4) the availability of other sources for comparable products
      or
      services; (5) the terms of the transaction (including dollar value of the
      transaction); (6) the terms available to unrelated third parties; and (7) any
      other information regarding the transaction or the related person in the context
      of the transaction that is material to investors in light of the circumstances
      of the particular transaction. The Nominating and Corporate Governance Committee
      approves or ratifies only those transactions that are in, or are not
      inconsistent with, the best interests of the Company and its shareholders.





In
      the
      event that the Nominating and Corporate Governance Committee determines not
      to
      ratify a related party transaction, it may evaluate all options, including
      but
      not limited to, termination of the transaction on a prospective basis,
      rescission of such transaction, or modification
      of the transaction in a manner that would permit it to be ratified by the
      Committee.





The
      Company’s Policy and Procedures with respect to Related Persons Transactions can
      be found on our website.





**Certain
      Transactions**





The
      Company receives legal services from Kirkland & Ellis LLP, which is
      considered a related party because a partner at that firm, George P. Stamas,
      is
      a member of the Company’s board of directors. For the years ended December 31,
      2007, 2006 and 2005, expenses related to Kirkland & Ellis LLP were
      approximately $1.3 million, $1.7 million, and $640,000, respectively. For the
      years ended December 31, 2007, 2006 and 2005, the Company had outstanding
      payables due to Kirkland & Ellis LLP of approximately $121,000, $492,000 and
      $45,000, respectively.





In
      July,
      2007, the Company entered into an agreement with Marvin Traub Associates, Inc.
      an entity owned by Mr. Traub, to help the Company identify, approach, and
      negotiate a deal with a premier U.S. based big box retail chain so that such
      retailer might joint venture with, or purchase a license from the Company to
      open MaggieMoo’s ice cream locations within their stores. Marvin Traub
      Associates, Inc. received a one time retainer fee of $25,000 upon the
      agreement’s execution. If the Company is successful in consuming a relationship
      with a third party, Marvin Traub Associates, Inc. will receive an additional
      $100,000 success fee.


24





**Director
      Independence**





See
      Item
      10 of Part III of this Form 10-K/A for information regarding director
      independence.





**ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES**





**Audit
      Fees** ****





The
      aggregate fees billed for professional services rendered for NexCen by KPMG
      LLP,
      NexCen’s independent auditor, for the years ended December 31, 2007 and 2006
      were:





**2007**
            
            **2006**Audit
                Fees
            
            $
            668,211
            
            $
            225,000Audit-Related
                Fees
            
            
            287.699
            
            
            97,562Tax
                Fees
            
            
            37,608
            
            
            76,544Total
                Fees
            
            $
            993,528
            
            $
            399,106





“Audit
      Fees” include time billed to NexCen for professional services rendered for the
      annual audit for NexCen’s consolidated financial statements, the quarterly
      reviews of the consolidated financial statements for fiscal years 2007 and
      2006
      and the audit with respect to management’s assessment of the effectiveness of
      internal control over financial reporting as of December 31, 2007 and 2006
      and
      the effectiveness of internal control over financial reporting as of December
      31, 2007 and 2006.





The
      aggregate amount billed for all tax fees for the years ended December 31, 2007
      and 2006 (see chart above under heading “Tax Fees”) principally covered tax
      planning, tax consulting and tax compliance services provided to
      NexCen.





“Audit
      Related Fees” for 2007 include professional services performed by KPMG, LLP
      related primarily to Form 8-K/A filings related to Bill Blass, MaggieMoo’s,
      Marble Slab, Pretzel Time and Pretzelmaker acquisitions and audits of the
      financial statements of certain of our franchise brands as required by the
      Federal Trade Commission in preparing Uniform Franchise Offering Circulars.
      For
      2006, these fees include professional services performed by KPMG, LLP related
      to
      the UCC and The Athlete’s Foot acquisitions, and Form 8-K and Form S-3 filings
      with the SEC.





NexCen
      does not use its independent auditor as its internal auditor nor does it have
      an
      internal auditor.





No
      other
      professional services were rendered or fees were billed by KPMG for the most
      recent fiscal year or for the year ending December 31, 2007 and
      2006.





The
      Audit
      Committee has adopted policies and procedures for the pre-approval of the above
      fees. All requests for services to be provided by KPMG are submitted to the
      audit committee. Requests for all non-audit related services require
      pre-approval from the entire Audit Committee. A schedule of approved services
      is
      then reviewed and approved by the entire Audit Committee at each Audit Committee
      meeting.


25


**PART
      IV**





**ITEM
      15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**





EXHIBITS





The
      following exhibits are filed herewith:





Exhibit
      Index





31.1
            
            Certification
                pursuant to 17 C.F.R § 240.15d−14 (a), as adopted pursuant to Section 302
                of the Sarbanes−Oxley Act of 2002 for Robert W.
                D’Loren.31.2
            
            Certification
                pursuant to 17 C.F.R § 240.15d−14 (a), as adopted pursuant to Section 302
                of the Sarbanes−Oxley Act of 2002 for Kenneth J.
                Hall.





26


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report on Form 10-K/A to be signed
      on
      its behalf by the undersigned, thereunto duly authorized on April 29,
      2008.





**NEXCEN
                BRANDS, INC.***By:*
            /s/
                Robert W. D’Loren*ROBERT
                W. D’LOREN**President
                and Chief Executive Officer*





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons in the capacities and on the dates
      indicated.


27




**SIGNATURE**
            
            **TITLE**
            
            **DATE**/s/
                David S. Oros
            
            Chairman
                of the Board
            
            April
                29, 2008DAVID
                S. OROS/s/
                Robert W. D’Loren
            
            Director,
                President, and
            
            April
                29, 2008ROBERT
                W. D’LOREN
            
            Chief
                Executive Officer/s/
                Kenneth J. Hall
            
            Executive****Vice****President,****Chief****Financial****Officer,****Treasurer
            
            April
                29, 2008KENNETH
                J. HALL
            
            and
                Principal****Financial****and****Accounting****Officer/s/
                James T. BradyJAMES
                  T. BRADY
            
            Director
            
            April
                29, 2008/s/
                  Paul CainePAUL
                  CAINE
            
            Director
            
            April
                29, 2008/s/
                  Jack B. Dunn, IVJACK
                  B. DUNN, IV
            
            Director
            
            April
                29, 2008/s/
                  Edward J. MathiasEDWARD
                  J. MATHIAS
            
            Director
            
            April
                29, 2008/s/
                  Jack RovnerJACK
                  ROVNER
            
            Director
            
            April
                29, 2008/s/
                  George P. StamasGEORGE
                  P. STAMAS
            
            Director
            
            April
                29, 2008/s/
                  Marvin TraubMARVIN
                  TRAUB
            
            Director
            
            April
                29, 2008


28