Ascendia Brands (ASCBQ) 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Ascendia Brands, Inc.

100 American Metro Boulevard

Suite 108

Hamilton, New Jersey 08619

October 2, 2006

Prencen, LLC

Prencen Lending, LLC

c/o Prentice Capital Management, L.P.

623 Fifth Avenue

32nd Floor

New York, NY 10022

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Registration Rights Agreement (the “Agreement”), dated as of August 2, 2006, by and among Ascendia Brands, Inc., a Delaware corporation, Prencen, LLC and Prencen Lending, LLC. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement.

Section 1(e) of the Agreement is hereby amended to read in its entirety as follows:

“Filing Deadline” means October 10, 2006.

[Remainder of Page Intentionally Blank]

If the foregoing properly reflects your understanding regarding the amendment to the Agreement, please acknowledge your agreement by signing below. This letter agreement may be executed in counterparts and shall be effective upon execution by the Company and each of the Buyers.

Very truly yours,

Ascendia Brands, Inc.

By:  /s/ Andrew Sheldrick

Andrew Sheldrick

General Counsel

Acknowledged and agreed as of

the 2nd day of October, 2006

Prencen, LLC

By: /s/ Mathew B. Hoffman

Mathew B. Hoffman

General Counsel

Prencen Lending, LLC

By: /s/ Mathew B. Hoffman

Mathew B. Hoffman

General Counsel

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