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Ron Lin

NexCen operates a brand management and franchising business focusing on three areas: Consumer Branded Products, Retail Franchising and QSR (Quick Service Restaurants) Franchising. Revenue comes primarily from licensing, franchising and other commercial arrangements with third parties who want to use NexCen brands and associated IP, including trademarks, trade names, copyrights, franchise rights, patents, trade secrets, know-how and other similar valuable property.

NexCen's brand management and franchising business are what it calls a “value net” business model. This model does not require that the business incur substantial operating or capital costs, as they generally do not manufacture, warehouse or distribute the branded products associated with the IP they own. In general, most of these functions are effectively contracted out, although there are some exceptions. For example, NexCen owns Great American Cookies and operates a cookie batter manufacturing facility, which manufactures and supplies cookie batter to franchisees on a cost-plus-40% profit margin basis. The proprietary dough that is manufactured at the facility is considered a key factor in the product differentiation of Great American Cookies. Other than this exception, NexCen relies on third-party licensees and other business partners to manufacture, warehouse and distribute branded products and incur the associated capital cost.

NexCen owns five QSR and two retail franchise concepts. These include Great American Cookies, MaggieMoo's, Marble Slab Creamery, Pretzel Time and Pretzelmaker. The two franchised retail concepts are The Athlete's Foot and Shoebox New York. The company also licenses its apparel brand, Bill Blass.

NexCen Brands is strongly influenced by the strategies innovated by Robert D'Loren, formerly of UCC Capital. D'Loren popularized IP-backed bonds, which collateralized intellectual property and royalties for financing. This strategy has been used by NexCen to acquire its stable of companies. Another company strongly influenced by these ideas and strategies for raising financing is Iconix Brands, which terminated its exclusive financial advisory relationship with UCC Capital in June 2006, when UCC Capital was acquired by NexCen.

As of December 31, 2007, NexCen employed a total of 107 persons. Revenue for 2007 was $34.3M with a net loss of $4.1M. In November 2008, Tue, NexCen Brands, Inc was issued a notice of delisting warning by the NASDAQ, in part because of failing to file quarterly reports since 2007.

History of Acquisitions

June 2006, NexCen acquired UCC Capital Corporation.

On February 15, 2007, acquired Bill Blass Holding Co., Inc. and two affiliated businesses. The initial purchase price for this acquisition was $54.6 million, consisting of $39.1 million in cash and $15.5 million in common stock To finance the acquisition, we borrowed approximately $27 million under our BTMU Credit Facility, which was secured by the acquired assets.

On May 2, 2007, acquired all of the intellectual property and license contracts related to the Waverly brand products and services. The aggregate purchase price for the assets was $34.0 million paid in cash. Also paid $2.75 million in cash and issued a 10-year warrant to purchase 50,000 shares of our common stock to Ellery Homestyles, LLC, an existing Waverly licensee, to cancel the right of first refusal held by Ellery to acquire the Waverly brand. To finance the acquisition, borrowed $22 million under the BTMU Credit Facility, secured by the acquired assets.

On November 7, 2006, acquired Athlete’s Foot Brands, LLC, along with an affiliated advertising and marketing fund, and certain nominal fixed assets owned by an affiliated company. The purchase price for this acquisition, excluding contingent consideration, was $53.1 million, consisting of approximately $42.1 million in cash and $9.2 million in our common stock (approximately 1.4 million shares which were valued at $6.55 per share), and $1.8 million in other deal related costs. On March 14, 2007, borrowed $26.5 million under our senior credit facility with BTMU Capital Corporation (the “BTMU Credit Facility”), secured by the assets of The Athlete’s Foot.

Acquired the trademarks and other intellectual property of The Shoe Box, Inc. on January 15, 2008 (with with Camuto Group) for the total purchase price of $1.3 million. Our partnership with the Camuto Group brings together NexCen's "management experience of owning and operating The Athlete’s Foot"with Camuto Group’s experience in design, sourcing and branding women’s shoes. The partnership has begun franchising the Shoebox’s luxury, multi-brand footwear concept domestically and internationally under the Shoebox New York brand.

On February 28, 2007, acquired MaggieMoo’s International, LLC. The initial purchase price for this acquisition was $16.1 million, consisting of approximately $10.8 million of cash and debt repayment and $5.3 million in our common stock.

On February 28, 2007, acquired the assets of Marble Slab Creamery, Inc. The purchase price of the acquisition was $21 million, consisting of $16 million of cash, and the issuance of a total of $5.0 million of notes that matured and became payable on February 28, 2008. The notes accrued interest at an annual rate of 6% per annum until maturity, and 8% thereafter.

On August 7, 2007, acquired all of the assets of Pretzel Time Franchising, LLC and Pretzelmaker Franchising, LLC for the purchase price of approximately $30.0 million, consisting of $22.0 million in cash and $7.3 million in our common stock. To finance the acquisition, borrowed $16 million under the BTMU Credit Facility, secured by the acquired assets.

On January 29, 2008, acquired all of the assets of Great American Cookie Company Franchising, LLC and Great American Manufacturing, LLC for the purchase price of approximately $93.65 million, consisting of $89 million in cash and $4.65 million of our common stock. To finance the acquisition, borrowed $70 million under the BTMU Credit Facility, which was increased from $150 million to $181 million at that time.

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