0001161697-07-001254 Sample Contracts

CONSULTING AND FINANCIAL ADVISORY AGREEMENT
Consulting and Financial Advisory Agreement • November 13th, 2007 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York

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.

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