TRANSITION SERVICES AGREEMENT

EXHIBIT 10.1

COTY US LLC.

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ASCENDIA BRANDS CO., INC.

TRANSITION SERVICES AGREEMENT

February 9, 2007

TABLE OF CONTENTS

SCHEDULES

TRANSITION SERVICES AGREEMENT

               This TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is made as of this 9th day of February, 2007, by and among Coty US LLC, a Delaware limited liability company with offices at 2 Park Avenue, New York, NY 10016 (“ Coty ”), and Ascendia Brands Co., Inc., a New Jersey corporation with offices at 100 American Metro Boulevard, Suite 108, Hamilton, NJ 08619 (hereinafter “ Ascendia ”).

RECITALS

                WHEREAS Ascendia, Coty and certain other parties therein named have entered into an Asset Purchase Agreement dated as of January 17, 2007 (hereinafter the “ Purchase Agreement ”), pursuant to which Ascendia and Lander Intangibles Corporation, a Delaware corporation (hereinafter “ Lander Intangibles ”, and together with Ascendia, the “ Purchasers ”) purchased from Coty and certain affiliates the Calgon ® and the Healing Garden ® brands and brand-related assets; and

                WHEREAS , in connection therewith, Coty has agreed to provide, or cause its Affiliates to provide, to Ascendia, during the Transition Period (as hereinafter defined) certain administrative services as hereinafter set forth;

                NOW, THEREFORE , in consideration of the mutual covenants herein set forth, the parties hereto agree as follows:

               1.      Definitions .

                        (a)     Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

                        (b)     As used in this Agreement, the following terms have the meanings ascribed below:

               “ Brand Operations ” has the meaning specified in Section 2(a).

                “Cash Proceeds ” has the meaning specified in Section 5(d).

               “ Distribution Services ” has the meaning specified in Section 3(c).

               “ Gross Invoice Amount ” has the meaning specified in Section 5(a).

               “ Holdback Amount ” has the meaning specified in Section 5(a).

               “ Invoice Adjustments ” has the meaning specified in Section 5(a).

               “ Net Invoice Amount ” has the meaning specified in Section 5(a).

               “ Purchase Agreement ” has the meaning specified in the Recitals to this Agreement.

               “ Reconciliation ” has the meaning specified in Section 5(d).

               “ Reconciliation Statement ” has the meaning specified in Section 5(a).

               “ Reimbursable Expenses ” has the meaning specified in Section 4(a).

               “ Service Fees ” has the meaning specified in Section 4(a).

               “ Term ” has the meaning specified in Section 3(a).

               “ Transition Services ” has the meaning specified in Section 2(b).

               2.      Transition Services .

                        (a)     Commencing on the Closing Date, the parties shall cooperate and shall use their commercially reasonable efforts to transition all of the Brand Assets and the operations associated therewith (the “ Brand Operations ”) to Ascendia as promptly as practicable following the Closing Date.

                 (i)     No less than one month prior to the end of the Term, Ascendia shall deliver to Coty its plan for removing Brand Inventory from the Coty warehouses to Ascendia’s warehouses and Coty and Ascendia shall use their commercially reasonable efforts to implement such plan. Ascendia shall be responsible for providing all trucks necessary to move the Brand Inventory to its warehousing facilities, and Coty agrees that it will load up to 20 trucks per Business Day of Brand Inventory during the fifteen (15) days preceding the end of the Term.

                 (ii)     During the Term, Ascendia and Coty shall work together to transfer customers from Coty’s systems to Ascendia’s systems. Not more than forty-five (45) days prior to the expiration of the Term, a written notice to customers, the form of which shall be mutually agreed by Ascendia and Coty prior to the Closing Date, shall be delivered to all customers.

                        (b)     Commencing on the Closing Date and subject to Section 3 hereof, Coty shall, or shall cause its Affiliates to, provide to Ascendia during the Term the services set forth in Schedule 2(b) hereto (collectively the “ Transition Services ”).

                        (c)     Within ten (10) Business Days following the Closing Date, Coty shall provide the information listed on Schedule 2(c) in a format reasonably acceptable to Ascendia.

                        (d)     Within ten (10) Business Days following the Closing Date, Coty shall provide complete brand and business reviews in accordance with Schedule 2(d) attached hereto and made a part hereof, which may include (to the extent not otherwise previously

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provided by Coty) (i) a list of SKUs, (ii) a description of the competitive environment in which the Brands compete, (iii) any consumer research relating to the Brands performed by Coty or on its behalf during the three (3) year period preceding Closing, (iv) sales forecasts (including historical versus actual for the preceding three (3) years), and (v) a descriptive history of new product introductions and withdrawals. Such brand and business reviews shall be in substantially the format which is also set forth in Schedule 2(d) .

                        (e)     Promptly following the Closing Date, Ascendia, in consultation with Coty, shall develop a schedule within the Term (and the parties shall follow such schedule) to transition customer account management on an account-by-account basis.

                        (f)     Coty shall use commercially reasonable efforts to ensure that files, documents, reports and other written materials provided to Ascendia hereunder shall be organized, packed, labeled and/or indexed so as to facilitate identification and retrieval by Ascendia.

               3.      Term; Partial Service Discontinuation .

                        (a)     Coty shall provide the Transition Services for a period (the “ Term ”) commencing on the Closing Date and expiring on the earlier of (i) the date specified by Ascendia upon written notice as provided in Section 3(c) or (ii) 120 days following the Closing Date.

                        (b)     Ascendia shall use commercially reasonable efforts to assume responsibility for performing the Transition Services as promptly as practicable following the Closing Date and may, upon written notice as provided in Section 3(c), advise Coty that any one or more of the six categories of Transition Services listed in Schedule 2(b) are no longer required, whereupon Coty shall cease providing such specified Transition Services and the Service Fees shall be reduced accordingly. Coty shall not be required to resume the provision of any specified Transition Services once the performance of such Transition Services has been discontinued pursuant to this Section 3.

                        (c)     For purposes of paragraph (b) of this section, (i) if the Transition Services to be terminated are Inventory and Distribution Services (as described in Item 3 of Schedule 2(b) , the “ Distribution Services ”), Ascendia shall provide Coty thirty (30) calendar days’ prior written notice of such termination and (ii) if any other Transition Services are to be terminated, Ascendia shall provide Coty, at least fifteen (15) days prior written notice; provided, however , that such Transition Services (other than Distribution Services) may only be terminated as of the 15 ^th or 30 ^th day of any month (or the 28 ^th day of February) .

                        (d)      Notwithstanding any other provision of this Agreement, Coty shall provide the Marketing Services for up to fifteen (15) calendar days at no additional charge to Ascendia, provided that Ascendia has not been able to meet with Coty’s marketing staff prior to the Closing Date. No later than fifteen (15) days after the earlier of such meeting or the Closing Date, as applicable, Ascendia shall inform Coty in writing as to the Marketing Services it wishes to elect for the remainder of the Term, identifying from the person(s) listed on Schedule 4.2 those that Ascendia wishes Coty to retain for purposes of providing the Marketing Services. Coty reserves the right to re-assign or terminate the employment of any persons not designated by Ascendia.

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               4.      Service Fees .

                        (a)     In consideration of the provision of the Transition Services listed in Schedule 2(b), Ascendia shall pay Coty on a monthly basis an amount calculated in accordance with Item 1 of Schedule 4 (the “ Service Fees ”). Ascendia shall further reimburse Coty for any out-of-pocket expenses incurred in providing Transition Services set forth in Item 3 of Schedule 4 (the “ Reimbursable Expenses ”), provided that the services specified in clauses (a), (c), (d), (e) and (f) of Section 2 shall be undertaken at no additi