AMENDED AND RESTATED CONSULTING AGREEMENT

AMENDED AND RESTATED CONSULTING AGREEMENT dated as of August 5, 2008 (the " Agreement "), by and between Ascendia Brands, Inc., with principal offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (" ABI ”), and Carl Marks Advisory Group LLC, with principal offices at 900 Third Avenue, New York, NY 10022 (" CMAG ", and together with ABI collectively the “ Parties ”, and each individually a “ Party ”).

WHEREAS, ABI wishes to retain CMAG to provide certain financial restructuring and management consulting services (the “Services”), as hereinafter described;

WHEREAS, CMAG has agreed to perform the Services subject to the terms and conditions hereinafter set forth; and

WHEREAS, ABI and its U.S. subsidiaries intend, on or about the time that this Agreement is entered into, to file petitions under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Filing”) and the parties hereto acknowledge and agree that performance of this Agreement shall be subject to the approval of the U.S. Bankruptcy Court;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Engagement :  ABI engages CMAG, and CMAG hereby agrees to perform the Services as provided herein.  Douglas A. Booth, a Partner of CMAG, shall serve as the project partner on this engagement and shall supervise this engagement with whatever additional resources from CMAG are reasonably required. Subject to the foregoing, the Services shall be performed by Mr. Booth and Jack P. Wissman, both of whom shall be on-site at ABI’s facilities on a full-time or substantially full-time basis.

2.   Scope:   CMAG shall provide the Services more fully described in Schedule A hereto.  In addition, Mr. Booth shall, effective as of the filing of the Bankruptcy Petition, act as the Chief Restructuring Officer of ABI, with such duties, responsibilities and authority as the Board of Directors of ABI shall, from time to time, determine.

3.   Term :  The Term of this Agreement shall commence as of the date of this Agreement and shall continue until the engagement is completed unless canceled with or without cause by either Party on ten (10) business days prior written notice.  Upon termination, all compensation and expenses owing to CMAG pursuant to Sections 4 and 5 below shall be immediately due and payable.

4.   Compensation :  In consideration of the performance of the Services, ABI shall pay CMAG a fee of $150,000 per month, payable in advance commencing from the date of this Agreement.  In connection with the execution of this Agreement, and prior to the Bankruptcy Filing, ABI has paid CMAG a retainer of $137,000 to be applied against unpaid fees and expenses, if any.  Any unused portion of the retainer shall be returned to ABI promptly upon termination of the Agreement.  CMAG shall submit invoices for Services on a monthly basis.  The parties acknowledge and agree that the payment of all fees and expense arising hereunder

5.   Expenses :  ABI shall reimburse CMAG for all reasonable expenses incurred by it in the performance of the Services including, without limitation, transportation costs, cost of hotels, meals and other out-of-pocket costs and disbursements.  Expenses shall also include all reasonable legal fees incurred by CMAG in connection with the performance of the services contemplated by this Agreement, provided that ABI first consents in writing to the retention of such counsel for such Services (which consent shall not be unreasonably withheld or delayed).  ABI shall reimburse Expenses promptly upon receipt of monthly invoices therefor, accompanied by appropriate supporting documentation, subject where applicable to the approval of the Bankruptcy Court.  

6.   Indemnification :  ABI shall indemnify CMAG and hold it harmless for all acts or omissions, and all decisions made, by CMAG (other than as a result of CMAG's gross negligence or willful misconduct) while performing services for ABI and agrees to pay directly, upon presentation thereof, all statements or invoices for all fees and expenses, including reasonable attorneys' fees incurred by CMAG in connection with the defense of any such claims based on CMAG's alleged acts, omissions or decisions (other than made or taken through gross negligence or willful misconduct), including any suit or proceeding relating thereto and any appeal therefrom and the costs of any settlement thereof (" Claim "), provided that with respect to costs incurred in any appeal of a judgment, ABI first consents to appealing such judgment (which consent shall not be unreasonably withheld or delayed) not withstanding anything to the contrary in Section 5.  CMAG shall have the sole right to select counsel of its choosing and control the defense of any such Claim, but ABI shall have the right to accept or reject the settlement of any Claim for which indemnification is sought by CMAG hereunder (which acceptance or rejection shall not be unreasonably withheld or delayed).  For purposes of this Section "CMAG" includes its members, officers, directors, employees and/or agents, and CMAG's affiliates and each of their respective shareholders, members, officers, directors, employees and/or agents.  The provisions of this Section 6 shall survive the term of this Agreement.

7.   Proprietary Work Product and Confidential Company Information:   ABI acknowledges and agrees that any work product produced by CMAG is for the sole use of ABI and is not intended for distribution t