GUARANTEE

EXHIBIT 4.16

EXECUTION COPY

GUARANTEE
(“ this Guarantee ”)

                     THIS GUARANTEE is dated as of February 9, 2007, and made by LANDER CO. CANADA LIMITED , a corporation amalgamated under the laws of Ontario (the “ Guarantor ”), to and in favour of Prencen Lending LLC (“ Prencen ”), Watershed Capital Partners, L.P. and Watershed Capital Institutional Partners, L.P. (together with Watershed Capital Partners, L.P., “ Watershed ”, and together with Prencen and the other holders and/or successors or assigns of the Secured Note (as defined below) from time to time, the “ Lender Group ”).

                    A.     Ascendia Brands, Inc., a Delaware corporation, (the “ Parent ”) has authorized a new series of secured convertible notes of the Parent to be issued in accordance with the Securities Purchase Agreement (as defined below).

                    B.     Contemporaneously herewith, the Parent, Prencen and the other buyers identified on the signature pages thereof are entering into that certain Third Amended and Restated Securities Purchase Agreement of even date herewith (the “ Prencen Securities Purchase Agreement ”), which will amend and restate the Second Amended and Restated Securities Purchase Agreement, and pursuant to which the Parent will redeem $15,000,000 in aggregate principal amount of the Amended Note (as defined in the Prencen Securities Purchase Agreement) and the remaining $76,000,000 in principal amount of the Amended Note will be surrendered to the Parent and cancelled and a new secured convertible note will be issued to Prencen in the amount of $76,000,000 (the “ Prencen Note ”); and

                    C.     Contemporaneously herewith, the Parent has agreed, upon the terms and subject to the conditions set forth in that certain Securities Purchase Agreement of even date herewith (the “ Watershed Securities Purchase Agreement ”, together with the Prencen Securities Purchase Agreement, individually and collectively, the “ Securities Purchase Agreement ”), by and among the Parent and Watershed, to issue and sell to Watershed, a new series of secured convertible notes (collectively, the “ Watershed Note ”, and together with the Prencen Notes, individually and collectively, the “ Secured Note ”);

                    D.     The Guarantor is an indirect wholly owned Subsidiary of the Parent and is accordingly a part of the corporate and operational group of the Parent and its other Subsidiaries (the “ Borrower Group ”). By virtue of it being part of the Borrower Group, the Guarantor derives economic benefit from the issuance of the Secured Note by the Parent.

                    E.     In order to induce Prencen to surrender the Amended Note (described above) and accept the Prencen Note, Watershed to purchase the Watershed Note and the Lender Group to enter into the other Transaction Documents, the Guarantor has agreed to guarantee the due payment and performance by Parent of all the Obligations (collectively, the “ Guaranteed Obligations ”);

                    F.     All capitalized terms used but not defined herein have the meaning ascribed to such terms in the Secured Note.

                     FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees with the Lender Group as follows:

1.                 The Guarantor irrevocably, absolutely and unconditionally guarantees to the Lender Group, (a) the due payment and performance by the Parent to the Lender Group, of the Guaranteed Obligations, and (b) the punctual and faithful performance, keeping and observance, and fulfillment by the Parent of all agreements, conditions, covenants and obligations of the Parent contained in the Secured Note and each of the other Transaction Documents.

2.                 This Guarantee is a continuing guarantee and is not limited by amount, time or otherwise.

3.                 The Guarantor hereby acknowledges that certain of the rates of interest applicable as to the Guaranteed Obligations is computed on the basis of a year of 365 days and paid for the actual number of days elapsed. For the purposes of the Interest Act (Canada), as the same may be amended, replaced or re-enacted from time to time, whenever any interest is calculated using a rate based on a year of 365 days, such rate determined pursuant to such calculation, when expressed as an annual rate is equivalent to:

4.                 If any provision of this Guarantee would oblige the Guarantor to make any payment of interest or other amount payable to the Lender Group in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender Group of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lender Group of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

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5.                 The liability of the Guarantor hereunder shall bear interest from the date written demand for payment is deemed to have been given by a holder of the Secured Note to the Guarantor at the applicable rate or rates set out in the Secured Note.

6.                 Either the Collateral Agent (acting at the direction of the Required Holders) or the Lender Group may, from time to time, without exonerating or releasing the Guarantor in any way under this Guarantee, (i) take such further or other security or collateral for the Guaranteed Obligations or any part thereof as it may reasonably deem proper, (ii) release, discharge, abandon or otherwise deal with or fail to deal with any other guarantor of the Guaranteed Obligations or any collateral, security or securities therefor or any part thereof now or hereafter held by either the Collateral Agent or the Lender Group, (iii) amend, increase the amount owing under, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Transaction Documents, all as it may consider expedient or appropriate in its sole discretion or (iv) act or fail to act in any manner referred to in this Guarantee without regard to whether such action or inaction may deprive the Guarantor of its right to subrogation against the Parent to recover full indemnity for any payments made pursuant to this Guarantee. Without limiting the generality of the foregoing, or of Section 7 hereof, it is understood that the either the Collateral Agent or the Lender Group may, without exonerating or releasing the Guarantor, give up, or modify or abstain from perfecting or taking advantage of any security or Collateral in respect of the Guaranteed Obligations and accept or make any compositions or arrangements, and realize upon any security for the Guaranteed Obligations when, and in such manner, and with or without notice, all as either the Collateral Agent or Lender Group may deem expedient.

7.                 Without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of the Guarantor hereunder and without the consent of or notice to the Guarantor, the Lender Group or any of them, may, as they see fit and regardless of whether the Guarantor’s risk is increased:

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and in no case shall the Lender Group or any of them, be responsible for, nor the Guarantor be released from, its obligations hereunder by any neglect or omission of the Lender Group or any of them, with respect to any of the foregoing.

8.                 The Guarantor renounces all benefits of discussion and division.

9.                 Regardless of whether any proposed guarantor, surety or any other Person or Persons is or are or shall become in any other way responsible to the Lender Group for or in respect of the Guaranteed Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Lender Group for the Guaranteed Obligations or any part thereof, whether under this Guarantee or otherwise, shall cease to be so liable, the Guarantor hereby declares and agrees that this Guarantee shall be a continuing guarantee and shall be operative and binding and that, subject to the terms of the Secured Note, nothing but the performance and payment in full of the Guaranteed Obligations shall release the Guarantor of its liability under this Guarantee.

10.                 All monies, advances, renewals and credits in fact borrowed or obtained by the Parent from the Lender Group or any of them, under the Secured Note or any other Transaction Document or under any security held from time to time by the Lender Group for the Guaranteed Obligations will be deemed to form part of the Guaranteed Obligations, notwithstanding any lack or limitation of status or of power, incapacity or disability of the Parent or of the directors, partners or agents thereof, or that the Parent or any other obligor thereof may not be a legal or suable entity, or any irregularity, defect or informality in the borrowing or obtaining of such money, advances, renewals or credits, the whole whether known to the Lender Group or not, and any sum which may not be recoverable from the Guarantor as guarantor shall be recoverable from the Guarantor as sole or principal debtor in respect thereof and vice versa and shall be paid to the Lender Group as aforesaid and the Guarantor shall indemnify the Lender Group in respect of the due payment of such amount.

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11.                 This Guarantee is in addition to and not in substitution for any other guarantee by any other Person(s), at any time held by the Lender Group, and any present or future obligation to the Lender Group incurred or arising otherwise than under a guarantee provided by the Guarantor or of any other obligant, whether bound with or apart from the Parent.

12.                 The Guarantor will be bound by any account settled between the Lender Group and the Parent, and if no such account has been so settled any account stated by the Lender will be accepted by the Guarantor as prima facie evidence of the amount which at the date of the account so stated is due by the Parent to the Lender Group or any of them, or remains unpaid by the Parent to the Lender Group or any of them, in the absence of manifest error.

13.                 The Guarantor will not at any time claim to be subrogated in any manner to the rights and position of the Lender Group and will not claim the benefit of any security at any time held by the Lender Group until the Lender Group has received irrevocable and unconditional payment in full in cash of all monies, interest and other amounts due to the Lender Group or any of them, under or relating to the Guaranteed Obligations.

14.                 The Lender Group or any of them, will not be bound to exhaust their recourse against the Parent or any other Person or Persons or the security or other securities they may hold, before requiring payment by the Guarantor, and the Lender Group or any of them, may enforce the various remedies available to them and may realize upon the various security or any part of such security in such order as they may determine.

15.                 No suit based upon this Guarantee shall be instituted until demand for payment has be