Ascendia Brands, Inc. Watch

from 8-K 6 pages Amended and Restated Consulting Agreement

from 8-K 3 pages Steven R. Scheyer President and Chief Executive Officer Ascendia Brands, Inc. 100 American Metro Boulevard Suite 108 Hamilton, New Jersey 08619 Re: Resignation and Separation Agreement Dear Steven, This Letter Is to Memorialize the Agreement Between You and Ascendia Brands, Inc. (The “Company”) Regarding Your Resignation and Separation From Employment With the Company (The “Letter Agreement”). We Recognize and Agree That Your Employment Is Pursuant to the Employment Agreement Entered Into Between You and the Company on or About February 9, 2007, as Amended by the Amendment No. 1 to Employment Agreement Dated on or About May 16, 2008 (The “Employment Agreement”)

from 8-K 14 pages This Letter Agreement (This “Agreement”) Confirms the Terms Under Which Ascendia Brands, Inc. and Each of Its Direct and Indirect Subsidiaries, and Any Entity Formed By, or at the Direction Of, Ascendia Brands, Inc. (Collectively, the “Company”) Has Engaged Houlihan Lokey Howard & Zukin Capital, Inc. (“Houlihan Lokey”), Effective as of July 3, 2008 (The “Effective Date”), as Its Exclusive Financial Advisor to Provide Financial Advisory and Investment Banking Services in Connection With One or More Merger, Acquisition and/or Restructuring Transactions Involving the Company and With Respect to Such Other Financial Matters as to Which the Company and Houlihan Lokey May Agree in Writing During the Term of This Engagement

from 8-K 5 pages Amendment No. 1 to Consulting Agreement

from 8-K 8 pages Amendment No 1 to Employment Agreement

from 8-K 12 pages Separation Agreement

from 8-K 2 pages Reference Is Hereby Made to That Certain (I) Employment Agreement, Dated as of February 9, 2007 (The “Employment Agreement”), by and Between Steven Scheyer (The “Executive”) and Ascendia Brands, Inc. (The “Company”) Pursuant to Which, Among Other Things, the Company Was Obligated to Pay the Executive a Cash Bonus in the Amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (The “Special Bonus”) on January 1, 2008 and (II) Letter Agreement, Dated as of February 9, 2007, by and Among Prentice Capital Management, LP, Prencen Lending LLC (“Prencen Lending”) and the Executive Pursuant to Which, Among Other Things, Prencen Lending Guaranteed Payment of the Special Bonus to the Executive (The “Guaranty”). in Connection With the Company’s Proposed Restructuring (The “Restructuring”), the Company and Prencen Lending Hereby Agree as Follows

from 8-K 9 pages Waiver and Consent Under and Third Amendment to Securities Purchase Agreement and Note

from 8-K 8 pages Waiver and Consent Under and Third Amendment to Securities Purchase Agreement and Notes

from 8-K 47 pages Amended and Restated Registration Rights Agreement

from 8-K 1 page First Amendment to Financial Advisory Agreement

from 8-K 14 pages Consulting and Financial Advisory Agreement

from 8-K 8 pages Consulting Agreement

from 8-K 3 pages Waiver and First Amendment to Registration Rights Agreement

from 10-K/A 14 pages Employment Agreement

from 10-K/A 16 pages Employment Agreement

from 10-K/A 16 pages 2000 Performance Equity Plan

from 8-K 2 pages Lock-Up Agreement

from 8-K 20 pages Employment Agreement

from 8-K 27 pages Employment Agreement