CONSULTING AND FINANCIAL ADVISORY AGREEMENT

Exhibit 10.1

CONSULTING AND FINANCIAL ADVISORY AGREEMENT

CONSULTING AND FINANCIAL ADVISORY AGREEMENT, dated as of October 15, 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”), Carl Marks Advisory Group LLC (“CMAG” or “Consultant”) and Carl Marks Securities LLC, a registered broker/dealer (“CMS”), each with principal offices at 900 Third Avenue, New York, NY 10022.

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

WHEREAS, CMAG and CMS has agreed to provide such financial and management consulting services and financial advisory 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 agrees to serve, as a financial restructuring and management consultant for ABI. 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:

Phase I - (October 15, 2007 - December 15, 2007)

A. CMAG will provide consulting and management services, (the “Operational Advisory Services”) to ABI by assisting in the development and creation of a restructuring plan, (the “Plan”) to be presented to the Company and the Restructuring Committee of ABI’s Board of Directors (the “RC”), and thereafter the Board of Directors (the “BOD”). The Plan will include the incorporation of cost savings, profit improvement plans, capital

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restructuring and financing alternatives, as well as other strategic alternatives intended to maximize stakeholder value and create a properly leveraged entity. CMAG will provide such services utilizing qualified personnel that will include, but not be limited to, the following:

CMAG will provide Managing Director, Jack Wissman, to serve in the capacity of Interim Chief Financial Officer to perform the Chief Financial Officer duties of ABI, 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 as well as to assist ABI in creating and developing the Plan.

In performing the Operational Advisory Services, Doug Booth, Partner will lead the development of the Plan and CMAG will provide additional personnel as required to assist in the creation of the Plan, including Managing Director, Edward Dwyer, to assist with the manufacturing components of the Plan and Managing Director, Jim Wiesen, to work on a full-time basis in the finance function providing additional capability in critical areas such as:

Additionally, Mr. Wiesen will respond to and support the CFO and the VP of Finance in the performance of their respective duties.

In its performance of the development and creation of the Plan, CMAG will also complete an assessment of the business which will include but not be limited to:

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B. CMAG will provide additional services to the Company related to its financial restructuring activities, (“Financial Advisory Services”), including advising the RC and Company generally of available capital and debt restructuring alternatives (the “Debt Restructuring”) and financing alternatives (the “Financing”) and assisting in discussions and negotiations with creditors and other third parties to pursue strategic alternatives intended to maximize stakeholder value. Such activities will include:

Such activities shall also include CMAG advising the Company in determining, if appropriate, the best means and timing to effect a sale, merger, financing, restructuring, joint venture or other combination or disposition of the Company, its assets and/or its stock, or any portion thereof, whether owned directly or indirectly, in one or more transactions (each a “Transaction”) with any person or entity (including, among others, former or existing creditors, investors, affiliates, employees and/or shareholders), (all of the foregoing being considered “Constituents”). To facilitate any such Transactions, if and when appropriate, CMAG will develop a list of potential acquirers, investors and/or strategic partners (jointly referred herein as “Investors”) and, subject to the Company’s consent in each case, interact with such Investors in an effort to create interest in one or more Transactions. CMAG will prepare an offering memorandum (“Offering Memorandum”) (with input from the Company) to provide to interested Investors. CMAG’s services will include, but will not be limited to, developing a coordinated sales effort (including an auction process, if appropriate), and assisting in the negotiation and structuring of the financial aspects of each proposed Transaction. As appropriate, CMAG will submit and discuss the Offering Memorandum with interested parties, will coordinate the negotiating process with the Company and its other advisors, will actively participate in negotiations, and otherwise reasonably assist the Company in effectuating each Transaction, provided that the Company shall have the absolute discretion to agree

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whether, and on what terms, to implement any such Transaction. To the extent that CMAG determines that any services under this section involve an offering of securities, such services will be provided by CMS, its broker dealer affiliate.

Phase II - (Beginning December 15, 2007 through the Term of the Agreement)

CMAG will continue to provide ongoing Financial Advisory Services to ABI as contemplated hereby as well as to continue to provide Jack Wissman to serve in the role of Interim Chief Financial Officer.

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, in which event the Term shall cease and all compensation and expenses for periods prior thereto and then owing to CMAG pursuant to Sections 4 and 5 below shall be immediately due and payable. If at any time during the Residual Period (as defined below), ABI completes a Transaction, Financing or Debt Restructuring with any Covered Party (defined in Section 9), and a closing of any Transaction, Financing or Debt Restructuring occurs within the Residual Period, ABI shall pay CMAG the applicable compensation and expenses pursuant to Section 4 and 5 below, payable within ten (10) days following the closing of any Transaction, Financing, or Restructuring. The “Residual Period” shall extend from one (1) year from the date of termination of this Agreement.

4. Compensation :

Phase I : A. For work performed by CMAG as described in Section 2 A. above, ABI shall pay CMAG a fixed monthly fee of $235,000 for the Operational Advisory Services described above and for Jack Wissman as Interim Chief Financial Officer. No amount shall be due under this paragraph for months beginning after the expiration or termination of the Term.

B. For work performed by CMAG as described in Section 2 B. above, ABI shall pay CMAG a fixed monthly fee of $90,000 for the Financial Advisory Services described aboveSuch fees shall be payable in advance commencing from the date of this Agreement and each subsequent month thereafter. . No amount shall be due under this paragraph for months beginning after the expiration or termination of the Term.

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C. In addition, CMAG shall be entitled to a success fee (“Success Fee”) as hereinafter described:

In the event that ABI closes on one or more Financings, Debt Restructurings or Transactions during the Term or within the Residual Period, ABI shall pay CMAG a Success Fee which shall be earned in full when each such Financing is completed with any party during the pendency of this Agreement or within one year after the Agreement is terminated (except as otherwise provided below and only as to a Covered Party during the Residual Period). The “Success Fee” shall be paid in cash and equal to the sum of the Financing, Debt Restructuring Fees and Transaction Success Fees, in an aggregate amount not to exceed $3.5 million, which shall be defined as follows: