0001161697-08-000613 Sample Contracts

AMENDMENT NO. 1 TO CONSULTING AGREEMENT
Consulting Agreement • May 23rd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations

AMENDMENT No. 1, dated as of May 19, 2008, to CONSULTING AGREEMENT dated as of February 14, 2008 (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”) and CARL MARKS ADVISORY GROUP LLC, with principal offices at 900 Third Avenue, 33rd Floor, New York, NY 10022 (“CMAG” or “Consultant”).

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AMENDMENT NO 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 23rd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
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