0001144204-07-013185 Sample Contracts

NOTE FUNDING AGREEMENT Dated as of March 12, 2007 among

Note Funding Agreement • March 16th, 2007 • NexCen Brands, Inc. • Investors, nec • New York

• Contract Type
  Note Funding Agreement
• Filed
  March 16th, 2007
• Company
  NexCen Brands, Inc.
• Industry
  Investors, nec
• Jurisdiction
  New York

This NOTE FUNDING AGREEMENT (this “Agreement”), is dated as of March 12, 2007, and is by and among NEXCEN ACQUISITION CORP., a Delaware corporation, (the “Issuer”), the Subsidiary Borrowers from time to time parties hereto (collectively, the “Co-Issuers” and together with the Issuer, the “Issuers”), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, (the “Lender”), and BTMU CAPITAL CORPORATION, a Delaware corporation (the “Agent”).

NEXCEN ACQUISITION CORP., as Issuer, THE SUBSIDIARY BORROWERS PARTIES HERETO, collectively, as Co-Issuers and BTMU CAPITAL CORPORATION, as Agent SECURITY AGREEMENT Dated as of March 12, 2007

Security Agreement • March 16th, 2007 • NexCen Brands, Inc. • Investors, nec • New York

• Contract Type
  Security Agreement
• Filed
  March 16th, 2007
• Company
  NexCen Brands, Inc.
• Industry
  Investors, nec
• Jurisdiction
  New York

This SECURITY AGREEMENT (as amended from time to time as permitted hereby, this “Security Agreement”) is dated as of March 12, 2007, is by and among NEXCEN ACQUISITION CORP., a Delaware corporation, (the “Issuer”), the Subsidiary Borrowers from time to time parties hereto (each, a “Co-Issuer” and collectively, the “Co-Issuers” and together with the Issuer, the “Issuers”), and BTMU CAPITAL CORPORATION, a Delaware corporation (the “Agent”).