CONSULTING AGREEMENT

Consulting Services Agreement

You are currently viewing:

This Consulting Services Agreement involves

ASCENDIA BRANDS, INC. | Ascendia Brands, Inc | Carl Marks Advisory Group LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: CONSULTING AGREEMENT
Governing Law: New York Date: 10/24/2007
Industry: PERPRD Sector: Consumer/Non-Cyclical

Search Consulting Services Agreement by:

Exhibit 10.1

CONSULTING AGREEMENT

CONSULTING AGREEMENT, dated as of October 22, 2007 (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, New York, NY 10022 (“CMAG” or “Consultant”).

WHEREAS, ABI desires to engage the financial and management consulting services of CMAG, subject to the terms and conditions hereinafter set forth; and

WHEREAS, CMAG has agreed to provide such financial and management consulting services subject to the terms and conditions hereinafter set forth;

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 serve ABI, as a financial and management consultant. Mark L. Claster, a Partner of CMAG, will serve as the project partner on this engagement with Douglas A. Booth, a Partner of CMAG, serving as the review partner. Messrs. Claster and Booth shall supervise this engagement with whatever additional resources from CMAG are reasonably required. ABI understands and acknowledges that CMAG and Messrs. Claster and Booth have and will continue to have other engagements during the term of this Agreement.

2. Scope: CMAG will provide Managing Director, Jack Wissman, to act as Interim Chief Financial Officer to assume the typical duties associated therein. In that connection, CMAG and Jack Wissman will:

•

Perform Chief Financial Officer duties, including without limitation (i) assuming responsibility for overseeing the compilation of any Quarterly Report on Form 10-Q, Annual Report on Form 10-K or other disclosure document required to be filed during the term of this Agreement, (ii) liaison with the Company’s independent auditor (BDO Seidman LLP) and auditing consultants, (iii) liaison with regulatory bodies, including the American Stock Exchange and the U.S. Securities & Exchange Commission, (iv) operational supervision of the Company’s Finance Department and maintenance of appropriate internal controls therein, and (v) such other duties as the Company may from time to time specify, consistent with the position of Chief Financial Officer;

•

Analyze the Company’s financial and capital needs in detail including all significant underlying assumptions;

Review past performance and current financial trends

Review revenue assumptions by business segment, customer, channel and product category, considering competitive factors, pricing pressures and recent trends

Review orders/backlog and program commitments and compare to forecasts and historical experience

Review margin assumptions

Review cost assumptions including current run rates, cost reduction programs already in progress, prospective cost reduction programs, etc.

Review balance sheet and liquidity assumptions

•

Review 13-week cash flow forecasts to understand and refine the liquidity outlook;

•

Review existing projections, internal budget, current performance, variances, monthly and quarterly financials ;

•

Review the Company’s overall business plan and financial projections, current execution to the plan and expected efficiencies and cost savings;

•

Assist with further identification of actionable opportunities, cost related or otherwise, intended to improve the Company’s performance;

•

Assist the Company in evaluating optimal capital structures including, but not limited to, participating in negotiations with all current and potential participants in the Company’s capital structure;

•

Communicate and interface with the Company’s creditors and stakeholders;

•

Assist with the development and review of the business plan and organizational business model for the Company intended to optimize its current asset utilization to provide profitability and overall performance improvement;

•

Execute the proposed business plan and organizational model;

•

Participate in the development of the 2009 forecast; and

•