REGISTRATION RIGHTS AGREEMENT

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 7, 2006, is made by and among Aether Holdings, Inc., a Delaware corporation (the “ Company ”), Athlete’s Foot Marketing Associates, LLC, a Delaware limited liability company (“ AFMA ”) and Robert J. Corliss (“ Corliss ”).

RECITALS

     A. The Company and AFMA have entered into that certain Equity Interest and Asset Purchase Agreement, by and among the Company, AFMA, NexCen Franchise Brands, Inc., a Delaware corporation, NexCen Franchise Management, Inc., a Delaware corporation, Athlete’s Foot Brands, LLC, a Delaware limited liability company (“ Brands ”), The Athlete’s Foot Marketing Support Fund, LLC, a Georgia limited liability company (“ Support Fund ”), Corliss, Donald Camacho, Timothy Brannon and Martin Amschler, dated as of August 21, 2006 (the “ Purchase Agreement ”), pursuant to which AFMA has agreed to sell to two wholly-owned subsidiaries of the Company (i) all of the outstanding equity interests in each of Brands and Support Fund, each a wholly-owned subsidiary of AFMA (such outstanding equity interests of each of Brands and Support Fund collectively, the “ Interests ”); and (ii) all of AFMA’s right, title and interest in and to certain software and other assets of AFMA (collectively, the “ Transferred Assets ”).

     B. As partial consideration for the Interests and Transferred Assets, on the terms and conditions set forth in the Purchase Agreement, the Company has agreed to issue to AFMA shares of the Company’s common stock, $1.00 par value per share (the “ Common Stock ”), and has agreed to grant to AFMA certain registration rights with respect to the shares of its Common Stock issuable to AFMA pursuant to the Purchase Agreement, as set forth herein.

     C. In connection with the employment of Corliss as the President and Chief Executive Officer of the retail and international franchise division of Brands, the Company has agreed to issue a warrant (the “ Warrant ”) to Corliss to purchase 500,000 shares of the Common Stock (as adjusted, the “ Warrant Shares ”), and in respect thereof has agreed to grant to Corliss certain registration rights with respect to the Warrant Shares, as set forth herein.

      NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.  Definitions . All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. For the purposes of this Agreement, the following terms shall have the respective meanings set forth below or elsewhere in this Agreement as referred to below:

     “ Affiliate ” shall mean with respect to the Person in question, any other Person that, directly or indirectly, (i) owns or controls ten percent (10%) or more of the outstanding voting

and/or equity interests of such Person, or (ii) controls, is controlled by or is under common control with, the Person in question, and shall include, as applicable, members of the Immediate Family of such Person. For the purposes of this definition, the term “control” and its derivations shall mean having the power, directly or indirectly, to direct the management, policies or general conduct of business of the Person in question, whether by the ownership of voting securities, contract or otherwise.

     “ Agreement ” shall mean this Registration Rights Agreement, as the same may be amended, supplemented or modified from time to time in accordance with the terms hereof.

     “ Blackout Period ” shall have the meaning set forth in Section 2(d)(i).

     “ Brands ” shall have the meaning set forth in Recital A.

     “ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in the State of New York or the State of Georgia are authorized or required by Law to close.

     “ Commission ” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

     “ Common Stock ” shall have the meaning set forth in Recital B.

     “ Controlling Person ” shall have the meaning set forth in Section 6(a).

     “ Counsel ” shall have the meaning set forth in Section 4(a).

     “ Effectiveness Date ” shall have the meaning set forth in Section 2(a).

     “ End of Suspension Notice ” shall have the meaning set forth in Section 2(d)(ii).

     “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

     “ Free Writing Prospectus ” means a free writing prospectus (as such term is defined in Rule 405 under the Securities Act) relating to Registrable Securities.

     “ Holder ” shall mean AFMA, Corliss (as and when the Warrant is exercised in full or in part, and then only to the extent of the Warrant Shares issued to him upon such exercise) and any permitted transferee or assignee of Registrable Securities who agrees to become bound by all of the terms and conditions of this Agreement.

     “ Indemnified Party ” shall have the meaning set forth in Section 6(c).

     “ Indemnifying Party ” shall have the meaning set forth in Section 6(c).

     “ Law ” shall mean any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law or principle of common law.

     “ Liabilities ” shall have the meaning set forth in Section 6(a).

     “ Maximum Offering Size ” shall have the meaning set forth in Section 2(b).

     “ Person ” means any individual, partnership, corporation, limited liability company, joint stock company, association, trust, unincorporated organization, or a government agency or political subdivision thereof.

     “ Prospectus ” means the prospectus (including any preliminary prospectus and/or any final prospectus filed pursuant to Rule 424(b) under the Securities Act and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 430A, Rule 430B or Rule 430C under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement or any Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities Act) with respect to the terms of the offering or any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

     “ Public Offering ” shall mean an offer registered with the Commission and the appropriate state securities commissions by the Company of its shares of Common Stock and made pursuant to the Securities Act.

     “ Purchaser Indemnitee ” shall have the meaning set forth in Section 6(a).

     “ Registration Expenses ” shall mean any and all expenses incident to the performance of or compliance with this Agreement by the Company, including, without limitation: (i) all Commission, National Association of Securities Dealers (“ NASD ”) registration, listing, inclusion and filing fees, (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees in connection with blue sky qualification of any of the Registrable Securities and compliance with the rules of the NASD), (iii) all expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, and (v) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided , however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, share transfer taxes, and disbursements of legal or

other advisors to Holder, if any, relating to the sale or disposition of Registrable Securities by the Holder.

     “ register ”, “ registered ” and “ registration ” shall mean a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration Statement(s) by the Commission.

     “ Registrable Securities ” shall mean, collectively, (i) the Consideration Shares, as defined in and issuable pursuant to, the Purchase Agreement, (ii) the True Up Shares, as defined in and issuable pursuant to, the Purchase Agreement, (iii) the Warrant Shares, as and when issued pursuant to an exercise of the Warrant in full or in part, and (iv) any other securities issued or issuable in respect of such Registrable Securities by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Securities or any combination of shares, recapitalization, merger, consolidation or reorganization; provided , however , that any Consideration Share, True Up Share or Warrant Share shall cease to be a Registrable Security for purposes of this Agreement when it no longer is a Restricted Security.

     “ Registration Statement ” shall have the meaning set forth in Section 2(a).

     “ Requested Information ” shall have the meaning set forth in Section 4(a).

     “ Requisite Holder ” shall mean, at the relevant time of reference thereto, the Holder of greater than fifty percent (50%) of the Registrable Securities then outstanding and shall include any owner or combination of owners of such securities.

     “ Restricted Security ” or “ Restricted Securities ” means any share of Common Stock except any that (i) has been registered pursuant to an effective registration statement under the Securities Act and sold in a manner contemplated by the prospectus included in such registration statement; (ii) has been transferred by the Holder in compliance with the resale provisions of Rule 144 under the Securities Act (or any successor provision thereto) or is transferable by the Holder pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor provision thereto); or (iii) otherwise has been transferred by the Holder and a new certificate representing a share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company.

     “ Rule 415 ” shall mean Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis.

     “ Support Fund ” shall have the meaning set forth in Recital A.

     “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time.

     “ Suspension Event ” shall have the meaning set forth in Section 2(d)(ii).

     “ Suspension Notice ” shall have the meaning set forth in Section 2(d)(ii).

     “ Transferred Assets ” shall have the meaning set forth in Recital A.

     “ Underwritten Offering ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

     2.  Registration Rights .

     (a) Subject to the limitations set forth in this Section 2, the Company shall use its commercially reasonable efforts to prepare and file within one hundred and eighty (180) days of the date of this Agreement unless (i) the Company is unable to do so as a result of the Commission being unable to accept such filing due to no fault of the Company or (ii) the Company has made a reasonable good faith effort to file a Registration Statement within the time period specified but is unable to make the filing as of the specified date as a result of circumstances beyond the Company’s reasonable control, a Registration Statement under the Securities Act on Form S-3 (or comparable or successor form, or such other appropriate form as may be available for use by the Company for purposes of such registration) (the “ Registration Statement ”) relating to the offer and sale of the Registrable Securities by each Holder (and in the case of the Warrant Shares, to the extent permitted by applicable law). The Company shall register not less than a number of shares of Common Stock in the Registration Statement that is equal to the aggregate number of Warrant Shares as of the date hereof plus 125% of the aggregate number of the Consideration Shares. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as possible after the initial filing thereof. The Company will utilize commercially reasonable efforts to amend the Registration Statement on a post-effective basis, to the extent such right is legally available, or to file additional registration statements as necessary, to register any additional Registrable Securities in excess of the number of shares of Common Stock initially registered hereunder (if any are issued to the Holder pursuant to the Purchase Agreement) within 180 days of the issuance of such additional Registrable Securities, so as to allow the public resale of all Common Stock included in the definition of Registrable Securities. The Company will, subject to any applicable Blackout Periods, use its commercially reasonable efforts to keep such Registration Statement effective for the period beginning on the date such Registration Statement becomes effective (the “ Effectiveness Date ”) and terminating on the earlier of (x) the second anniversary of the Effectiveness Date (in the case of the Consideration Shares and the True Up Shares) or the second anniversary of the date of final exercise of the Warrant (in the case of Warrant Shares) and (y) the date upon which all Registrable Securities then held by any Holder (or, in the case of the Warrant Shares, then held by Corliss) either (i) may be resold without restriction of any kind and without need for such Registration Statement to be effective or (ii) have been disposed of pursuant to transactions contemplated by the Registration Statement. The Company’s obligation to file a Registration Statement under this Section 2(a) shall terminate on the date upon which all Registrable Securities then held by any Holder either (i) may be resold without restriction of any kind and without need for a Registration Statement to be effective or (ii) have been disposed of pursuant to transactions contemplated by the Registration Statement.

     (b) The Registration Statement shall be filed as a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) and shall cover the disposition of all Registrable Securities covered by the Registration Statement in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may reasonably be specified by each Holder. If a Holder intends to distribute Registrable Securities by means of a Public Offering that is an Underwritten Offering, the Holder shall so advise the Company and the Company shall amend the prospectus included in the Registration Statement (or shall take such other action) as may be necessary to reflect the terms of such Underwritten Offering. If a registration pursuant to Section 2(a) involves a Public Offering that is an Underwritten Offering, the Company and each other selling security holder participating in such Public Offering shall agree to sell any shares of Common Stock to be sold by them to the underwriters on the same terms as apply to the shares of Common Stock to be sold by the Holder(s). The Company shall have the right to select the managing underwriter for such offering. The Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering. If the managing underwriter thereof advises the Company and the Holders that, in its view, the number of the shares of Common Stock that the Company and the Holder(s) and other selling security holders (if any) intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering, including with respect to the price at which such shares can be sold (the “ Maximum Offering Size ”), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, by apportioning any necessary cut-back in a pro rata fashion between the Registrable Securities of each Holder and the securities proposed to be registered by the Company and by other holders of securities entitled to participate in the registration.

     (c) At any time before a Registration Statement filed by the Company pursuant to Section 2(a) has become effective, a Holder may deliver a written notice to the Company indicating such Holder’s election to exclude its Registrable Securities from such registration and, upon receipt of such notice the Company shall, at its option, either withdraw the Registration Statement (if any) that it previously filed in connection with such request or amend such Registration Statement to remove any Registrable Securities included therein, at the Company’s expense, at such Holder’s request and in either case shall be relieved of all obligations under Section 2(a).

     (d)  Blackout Period .

          (i) Notwithstanding anything to the contrary in this Agreement, if at any time after the filing of the Registration Statement, the Company, by written notice to the managing underwriter (if any) and a Holder, may direct such Holder to suspend sales of the Registrable Securities owned by such Holder pursuant to a Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than (x) an aggregate of ninety (90) days in any rolling twelve (12)- month period commencing on the date of this Agreement or (y) more than sixty (60) days in any rolling 90-day period), if any of the following events shall occur: (1) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Securities pursuant to the Registration Statement would have a material adverse effect on the x

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Company’s primary offering; (2) a majority of the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (3) a majority of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that the Company is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (C) including in the prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Any period in which the use of the Registration Statement has been suspended in accordance with this Section 2(d) is sometimes referred to herein as a “ Blackout Period .” Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit such Holder to resume sales of the Registrable Securities as soon as possible.

          (ii) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “ Suspension Event ”), the Company shall give written notice (a “ Suspension Notice ”) to the managing underwriter (if any) and the Holder(s) to suspend sales of the Registrable Securities. The Suspension Notice need not specify the reasons for such suspension if a majority of the Board of Directors of the Company determines, in its good faith business judgment, that doing so would interfere with or adversely