EXHIBIT 10.2
AMENDMENT NO. 1 TO CONSULTING
AGREEMENT
AMENDMENT No. 1, dated as of May 19, 2008, to
CONSULTING AGREEMENT dated as of February 14, 2008 (the
“Agreement”) by and between Ascendia Brands, Inc., with
principal offices at 100 American Metro Boulevard, Suite 108,
Hamilton, NJ 08619 (“ABI” or the “Company”)
and CARL MARKS ADVISORY GROUP LLC, with principal offices at 900
Third Avenue, 33 rd Floor, New York, NY 10022
(“CMAG” or “Consultant”).
The Agreement is hereby amended as
follows:
Section 2 of the Agreement (captioned
“Scope”) shall be amended as follows:
CMAG shall provide to the Company, Douglas A. Booth
as Chief Restructuring Advisor with the accountabilities and
responsibilities normally associated therewith and as further
described in Schedule A. attached hereto which includes the
additional financial and operational advisory services to be
provided. In addition, a Managing Director shall also be provided
to perform specific production planning and inventory management
tasks.
Section 4 of the Agreement (captioned
“Compensation”) shall be amended as follows:
In response to the Board of Directors request for a
reduced fee structure, CMAG has agreed to reduce their monthly fees
for a period of sixty (60) days, after which time, CMAG and the
Company agrees to review the fee structure dependent upon the
current situation and circumstances facing ABI. ABI will pay CMAG a
monthly fee of $225,000, payable in advance commencing from the
date of this Amendment No. 1, for work normally requiring a monthly
fee of $275,000. In consideration for the fee concession, ABI
agrees to negotiate, in good faith, a success fee to be earned by
CMAG which will provide recovery of the deferred amount as well as
a bonus to be mutually agreed upon by CMAG and ABI which will be
tied to projected Company performance.
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3.
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Continued Binding Effect of
Agreement
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Except as specifically modified in this Amendment
No. 1, the Agreement shall continue in full force and effect and,
as modified herein, shall be binding in all respects on the parties
hereto.
IN WITNESS WHEREOF the parties have executed and
delivered this Amendment No. 1 as of the date first above
written.
ASCENDIA BRANDS, INC.
