GUARANTEE

EXHIBIT 4.3

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 WELLS FARGO FOOTHILL, INC. (the “ Agent ”), a California corporation, as arranger and administrative agent on behalf of the Lender Group and the Bank Product Providers (collectively, the “ Beneficiaries ”) under the Credit Agreement (as defined herein).

                     WHEREAS:

A.                 Pursuant to the terms of a credit agreement (as amended, restated, renewed, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) dated as of February 9, 2007 by and among Ascendia Brands, Inc. (the “ Parent ”) and each of its Subsidiaries that are party thereto (collectively, the “ Borrowers ”), as borrowers, and, on the other hand, the Agent, as arranger and administrative agent for the Lenders and the lenders that are from time to time party thereto (collectively, the “ Lenders ”), as lenders, the Lenders have agreed to make available to the Borrowers certain credit facilities on the terms and conditions set out in the Credit Agreement.

B.                 The Guarantor is an indirect Subsidiary of the Parent and is accordingly a part of the corporate and operational group of the Borrowers (the “ Borrower Group ”). By virtue of it being part of the Borrower Group, the Guarantor derives economic benefit from the Advances and any other extension of credit by the Lenders to the Borrowers.

C.                 As a condition of the extension of credit by the Lenders to the Borrowers, the Lenders require the Guarantor to guarantee the due payment and performance by each of the Borrowers of all the Obligations (collectively, the “ Guaranteed Obligations ”);

D.                 All capitalized terms used but not defined herein have the meaning ascribed to such terms in the Credit Agreement.

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

1.                 The Guarantor irrevocably, absolutely and unconditionally guarantees to the Agent, for the benefit of the Beneficiaries, (a) the due payment and performance by the Borrowers to the Agent, for the benefit of the Beneficiaries, of the Guaranteed Obligations, and (b) the punctual and faithful performance, keeping and observance, and fulfillment by the Borrowers of all agreements, conditions, covenants and obligations of the Borrowers contained in the Credit Agreement and each of the other Loan 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 may be computed on the basis of a year of 360 days or 365 days, as the case may be, 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 360 days or 365 days, as the case may be, 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 Agent in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Agent 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 Agent of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

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

6.                 The Guarantor will provide and grant forthwith to the Agent the security required to be granted by it as described in the Credit Agreement and the other Loan Documents, including, without limitation, a general security agreement as security for the Guaranteed Obligations. The Agent 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 the Agent, (iii) amend, increase the amount owing under, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan 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 Borrowers 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 Agent 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 the Agent may deem expedient.

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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 Agent, the Beneficiaries or any of them, may, as they see fit and regardless of whether the Guarantor’s risk is increased:

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

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

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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 Agent 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 Agent 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 Credit Agreement, 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 Borrowers from the Agent, the Beneficiaries or any of them, under the Credit Agreement or any other Loan Document or under any security held from time to time by the Agent 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 Borrowers or of the directors, partners or agents thereof, or that the Borrowers 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 Agent 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 Agent as aforesaid and the Guarantor shall indemnify the Agent in respect of the due payment of such amount.

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 Agent, and any present or future obligation to the Agent incurred or arising otherwise than under a guarantee provided by the Guarantor or of any other obligant, whether bound with or apart from the Borrowers.

12.                 The Guarantor will be bound by any account settled between the Agent and the Borrowers, and if no such account has been so settled any account stated by the Agent 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 Borrowers to the Agent, the Beneficiaries or any of them, or remains unpaid by the Borrowers to the Agent, the Beneficiaries 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 Agent and will not claim the benefit of any security at any time held by the Agent until the Agent has received irrevocable and unconditional payment in full in cash of all monies, interest and other amounts due to the Agent, the Beneficiaries or any of them, under or relating to the Guaranteed Obligations.

14.                 The Agent, the Beneficiaries or any of them, will not be bound to exhaust their recourse against the Borrowers or any other Person or Persons or the security or other securities they may hold, before requiring payment by the Guarantor, and the Agent, the Beneficiaries 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.

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15.                 No suit based upon this Guarantee shall be instituted until demand for payment has been made, and demand for payment shall be deemed to have been effectively made upon the Guarantor by delivery of written demand from the Agent to the Guarantor at the address of the Guarantor set out on the signature page of this Guarantee or as last provided to the Agent in writing by the Guarantor. Moreover, when demand for payment has been made by the Agent, the Guarantor shall