**Exhibit 10.18**

**SHARESALE AND PURCHASE AGREEMENT**between**PREBOLA NR 293 AB**under change of name to**ALG HOLDING AB**(as Purchaser)and**BLYTH WHOLESALE HOLDINGS, INC.**(as Seller)

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August 14, 2006

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Linnégatan 18Box 5719SE-114 87 StockholmTel: +46-8-566 177 00Fax: +46-8-566 177 99

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**Table of Defined Terms**
| Defined Term                       | ** ** | **Article**   |
|------------------------------------|------------|---------------|
| BHBV                               |       | Preamble (D)  |
| BHBV Note                          |       | Preamble (D)  |
| Breach                             |       | 6.1           |
| Cash Pool                          |       | 4.1.5         |
| Closing                            |       | 3.1           |
| Closing Confirmation               |       | 3.5           |
| Company                            |       | Preamble (A)  |
| Confidential Information           |       | 8.4           |
| Damages                            |       | 6.1           |
| Encumbrance                        |       | 4.1.2 (c)     |
| Exclusive Distribution Agreement   |       | 3.3 (c)       |
| Group                              |       | Preamble (B)  |
| Group Companies                    |       | Preamble (B)  |
| Intercompany Loan                  |       | Preamble (C)  |
| Jan Bengtsson Guarantee            |       | 2.4 (a) (iii) |
| License Agreements                 |       | 3.3           |
| Loan Note I                        |       | Preamble (C)  |
| Loan Note II                       |       | Preamble (C)  |
| Loan Note III                      |       | Preamble (C)  |
| Loan Note IV                       |       | Preamble (C)  |
| Loan Notes                         |       | Preamble (C)  |
| Loan Note I-III Transfer Agreement |       | 1.3           |
| Loan Note IV Transfer Agreement    |       | 1.4           |
|                               |       |          |
| Purchase Price                     |       | 2.1           |
| Purchaser                          |       | Preamble (1)  |
| Purchaser’s Closing Documents |       | 5.1.1 (b)     |
| Purchaser’s Representations   |       | 5.1           |
| Relevant Taxes                     |       | 7.4           |
| Seller                             |       | Preamble (2)  |
| Seller’s Beneficiaries        |       | 6.9           |
| Seller’s Closing Documents    |       | 4.1.3 (b)     |
| Seller’s Representations      |       | 4.1           |
| Share                              |       | Preamble (A)  |
| Share Transfer Agreement           |       | 1.2           |
| Tibia Guarantee I                  |       | 2.4 (a)(i)    |
| Tibia Guarantee II                 |       | 2.4 (a)(ii)   |

 

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**Table of Schedules**
| Schedule               | ** ** | **Title**                          |
|------------------------|------------|------------------------------------|
| Schedule B             |       | Subsidiaries                       |
| Schedule C             |       | Draft Loan Notes I-IV              |
| Schedule 1.4           |       | Draft BHBV Note                    |
| Schedule 2.3 (i)       |       | Draft Promissory Note 2.3 (i)      |
| Schedule 2.3  (ii)     |       | Draft Promissory Note 2.3 (ii)     |
| Schedule 3.3(b)  (i)   |       | Ambria Trademark License Agreement |
| Schedule 3.3 (b)  (ii) |       | Gies Patent License Agreement      |
| Schedule 3.3 (c)       |       | Exclusive Distribution Agreement   |
| Schedule 4.1.2  (i)    |       | Commercial Register Extract        |
| Schedule 4.1.2  (c)    |       | Title To Shares                    |
| Schedule 4.1.4  (a)    |       | Annual Reports 2005                |
| Schedule 4.1.4  (b)    |       | Interim reports 30 June 2006       |
| Schedule 4.1.5         |       | Settlement of Cash Pool            |

 

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**THISSHARE SALE AND PURCHASE AGREEMENT**is made on this 14th day ofAugust 2006 (the **“Agreement”**) between

(1)           **PREBOLA NR293 AB** under change of name to **ALG HOLDING AB,**acorporation organized and existing under the laws of Sweden with its registeredoffice at c/o Midway Holding AB, P O Box 4241, SE-203 13 Malmö, Sweden (“**Purchaser**”); and

(2)           **BLYTHWHOLESALE HOLDINGS, INC.,**a corporation organized and existing underthe laws of Delaware, United States of America, with its principal place ofbusiness at One East Weaver Street, Greenwich, CT 06831 USA (“**Seller**”)

**WHEREAS**:

(A)          Seller is the legal and beneficial owner ofthe entire issued share capital of Blyth HomeScents International GmbH, acorporation organized and existing under the laws of the Federal GermanRepublic with its registered office and principal place of business at BeimZeugamt 8, Glinde, Germany (the “**Company**”). Suchshare capital consists of one share with the nominal amount of EUR 25,000 (the “**Share**”).

(B)           The Company directly or indirectly owns thetotal issued share capital of the Subsidiaries as shown in **ScheduleB** (the Company and the Subsidiaries are sometimes referred tocollectively as the****“**Group**” or as “**Group Companies**”).

(C)           Seller has an inter-company loan to theCompany in an aggregate principal amount of EUR 6,600,000 (the “**Intercompany Loan**”). The Intercompany Loan is currentlyevidenced by a Loan Agreement and Note dated December 14, 2000, with threeamendments since then extending the time for payment, which shall be replacedso that by Closing, the Intercompany Loan shall be evidenced by four (4) loannotes (the “**Loan Notes**”) in the amounts of (i)EUR 1,300,000 (“**Loan Note I**”), (ii) EUR 2,000,000(“**Loan Note II**”), (iii) EUR 2,300,000 (“**Loan Note III**”) and (iv) EUR 1,000,000 (“**Loan Note IV**”), respectively. Drafts of the Loan Notes areattached hereto as **Schedule C**.

(D)          The Company’s indirectsubsidiary, Gies Kerzen GmbH., has an outstanding obligation of EUR 4,000,000which Seller’s subsidiary Blyth Holding BV (“**BHBV**”)will pay at Closing in return for execution by Purchaser of a note to BHBV (the“**BHBV Note**”) in exchange for such paymentby BHBV.

(E)           Seller and Purchaserhave agreed that Seller shall sell to Purchaser and Purchaser shall purchasefrom Seller the Share and the rights of Seller under the Loan Notes, all forthe consideration and on the terms and subject to the conditions contained inthis Agreement.

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**THEREFORE IT IS HEREBY AGREED as follows**:

# **ARTICLE 1**

# **SALE AND TRANSFER OF THESHARE AND INTERCOMPANY LOAN**

1.1           Sale and Purchase.Seller hereby, subject to the terms and conditions of this Agreement, sells theShare and the Loan Notes I – III to Purchaser, and Purchaser hereby, subject tothe terms and conditions of this Agreement, purchases the Share, and the LoanNotes I – III from Seller, together with all rights attaching to them, free ofany Encumbrances.

1.2           Transfer of theShare. At Closing, Seller shall transfer to Purchaser the Share by virtueof a notarially-recorded share transfer agreement in accordance with German law(the “**Share Transfer Agreement**”).

1.3           Transferof Loan Notes. At Closing, Seller shall transfer to Purchaser, subject tothe occurrence of the Closing, the Loan Notes I, II and III by virtue of awritten transfer agreement (the “**Loan Note I-III TransferAgreement**”).

1.4           Executionof the BHBV Note. At Closing Seller shall cause BHBV to pay an outstandingdebt of the Company’s subsidiary, Gies Kerzen GmbH. in the amount of EUR4,000,000 and Purchaser shall execute and deliver to BHBV the BHBV Noteattached hereto in draft form as **Schedule 1.4**.

1.5           Conversion of LoanNote IV into Capital Reserve. At Closing, Seller shall transfer to theCompany, subject to the occurrence of the Closing, Loan Note IV by virtue of awritten transfer agreement (the “**Loan Note IV TransferAgreement**”). As a result of such transfer the loan represented byLoan Note IV will cease to exist. The transfer shall be made as a contributionby Seller to the Company’s capital reserve within the meaning of Section 272(2)No. 4 of the German Commercial Code (*Handelsgesetzbuch – HGB*).

# **ARTICLE 2**

# **PURCHASE PRICE FOR THESHARE AND THE LOAN NOTES**

2.1           Purchase Price forthe Share. The purchase price for the Share (the “**PurchasePrice**”) shall be a fixed amount of EUR 15,000,000 payable atClosing.

2.2           Purchase Price forLoan Note I. The purchase price for Loan Note I shall be the principalamount of EUR 1,300,000 (plus an amount equal to EUR 743.42 multiplied by thenumber of calendar days from and including August 1, 2006 until the Closing,representing accrued interest on the Intercompany Loan) and shall be payable atClosing.

2.3           Purchase Price forLoan Note II and III. The purchase price for Loan Note II and III shall bethe principal amounts of said loan notes, and shall be satisfied at Closing byPurchaser executing and delivering to Seller the promissory notes attachedhereto in draft form as **Schedules 2.3(i) and2.3(ii)**.

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2.4           Security forPromissory Notes. In order to secure Seller’s claim under the promissorynotes referred to in Article 2.3, Purchaser shall at the Closing

(a)           provide to Seller

(i)            a joint and severalguarantee, as for its own debt (*proprieborgen*)of Tibia Konsult AB securing any payment claims of the holder of the promissorynote attached hereto in draft form as Schedule 2.3(i) up to a maximumamount of 50% of all amounts payable under that promissory note, in the formset forth thereon (the “**Tibia Guarantee I**”);

(ii)           a joint and severalguarantee, as for its own debt (*proprieborgen*)of Tibia Konsult AB securing any payment claims of the holder of the promissorynote attached hereto in draft form as Schedule 2.3(ii) up to a maximumamount of 25% of all amounts payable under that promissory note, in the formset forth thereon (the “**Tibia Guarantee II**”);and

(iii)          a joint and severalguarantee, as for its own debt (*proprieborgen*)of Jan Bengtsson/Company securing any payment claims of the holder of thepromissory note attached hereto in draft form as Schedule 2.3(ii) up toa maximum amount of 25% of all amounts payable under that promissory note, inthe form set forth thereon (the “**Jan Bengtsson Guarantee**”);and

(b)           pledge with effect asof the Closing to Seller all of Purchaser’s right and title in the Loan Note IIand the Loan Note III, in accordance with Swedish Law and deliver to the SellerLoan Notes II and III and duly notify the Company as Borrower thereunder of thepledge.

2.5           Covenants ofPurchaser. As long as the promissory notes referred to in Article 2.3 andthe BHBV Note are outstanding, the Purchaser shall (i) ensure that the Companywill not pay dividends in excess of EUR 1,000,000 annually and (ii) provide theSeller with quarterly and annual consolidated financial statements within onemonth after each calendar quarter or year respectively.

# **ARTICLE 3**

# **CLOSING**

3.1           Closing. Closing(the “**Closing**”) shall take place in Hamburg,Germany (at an office to be mutually agreed between the Parties) on August 17,2006 at 10:00 a.m. or at such other place and time as shall be mutually agreedbetween the Parties.

3.2           Purchaser’s ClosingObligations. At Closing, Purchaser shall, unless waived by Seller in wholeor in part in writing,

(a)           pay to Seller thePurchase Price set forth in Article 2.1,

(b)           pay to Seller thepurchase price set forth in Article 2.2,

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(c)           deliver to Seller theexecuted two promissory notes referred to in Article 2.3 and to Seller asreceipt agent for BHBV the BHBV Note, and

(d)           execute and deliver toSeller the pledge of Loan Notes II and III referred to in Section 2.4(b)

(e)           cause to be executedand delivered to Seller

(i)            the Tibia Guarantee I;

(ii)           the Tibia Guarantee II;and

(iii)          the Jan BengtssonGuarantee.

3.3           Seller’sClosing Obligations. At Closing

(a)           Seller shall execute,and shall cause the Company to execute, the Loan Note IV Transfer Agreement asset forth in Article 1.4;

(b)           Seller shall execute,and shall cause the relevant Group Companies to execute, license agreements forthe cross-licensing of intellectual property, in the form of **Schedule 3.3(b)(i) and 3.3(b)(ii)**(the“**License Agreements**”);

(c)           Seller shall cause Gies Kerzen GmbH and Colony Gifts Corporation, Ltd.,to execute an exclusive distribution agreement in the form of the draftattached as **Schedule 3.3 (c)** (the “**Exclusive Distribution Agreement**”);

(d)           Seller shall cause BHBVto pay the outstanding debt of Gies Kerzen GmbH in the amount of EUR 4,000,000;

(e)           Seller shall cause the Company to execute Loan Notes I-IV; and

(f)            Seller shall deliver Loan Notes I-III toPurchaser and Loan Note IV to the Company.

3.4           Seller’sand Purchaser’s Joint Closing Obligations. At Closing Seller and Purchasershall execute

(i)            theShare Transfer Agreement as set forth in Article 1.2; and

(ii)           the Loan Note I-III Transfer Agreement as set forth in Article 1.3.

3.5           Payments. The payments pursuant to Article 3.2 (a) and (b) shall be madeto the bank account(s) specified by Seller for this purpose in writing inimmediately available funds free of any bank charges.

3.6           ClosingConfirmation. When all obligations of the Parties set forth in Article 3.2and 3.3 have either been fulfilled (including receipt by Seller of the paymentsreferred to in Article 3.2 (a) and (b)) or fulfillment has been waived by therespective other Party, the

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Closing hasoccurred. Seller and Purchaser shall confirm such occurrence in a writtendocument to be jointly executed in duplicates (the “**Closing Confirmation**”).

3.7           Withdrawal. Inthe event that the Closing has not occurred within thirty (30) business days ofthe date of this Agreement, either Party may withdraw from this Agreement bywritten notice to the other Party, unless a closing obligation which is notfulfilled or waived is within the control of the Party seeking towithdraw.  The withdrawal shall leave anystatutory claims for the non-fulfillment of any Party’s closing obligationsunaffected.

# **ARTICLE 4**

# **REPRESENTATIONS OF SELLER**

4.1           Representations.Seller hereby represents to Purchaser that each of the following statements (“**Seller’s Representations**”) are true and correct at the dateof this Agreement and on the Closing:

4.1.1        Organisation

(a)           The Company and theSubsidiaries are duly organised and validly existing under the laws of theplace of their incorporation and have the requisite corporate power andauthority to own, lease and operate their assets and properties and to carry ontheir business as it is now being conducted.

(b)           No resolution,decision, order or petition to dissolve or liquidate any of the Group Companieshas been issued, adopted or applied for, no proceedings for bankruptcy orsuspension of payments of any of the Group Companies have been commenced, noreceiver has been appointed for any of the Group Companies or any of theirassets and no attachment has been made on any of the assets of any of the GroupCompanies.

4.1.2        Capitalisation

(a)           Theissued share capital of the Company consists of the Share as set forth inRecital (A).

(b)           Theauthorised, issued and paid up capital of each of the Subsidiaries is correctlyreflected in Schedule B.

(c)           Exceptas described in **Schedule 4.1.2 (c),**the Share is legally and beneficially owned by Seller, free from any mortgage,assignment of receivables, debenture, lien, charge, pledge, title retention,right to acquire, security interest, option, right of first refusal, usufructor limited right and any other encumbrance, attachment or condition whatsoever(“**Encumbrance**”).

(d)           Exceptas described in **Schedule 4.1.2 (c)**,all shares in the Subsidiaries are legally and beneficially owned by the GroupCompanies as described in **Schedule B**,free from any Encumbrance.

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(e)           Nodepositary receipts have been issued for the Share.

(f)            Sellerhas the power to sell and to transfer the Share to Purchaser as contemplated bythis Agreement.

(g)           TheShare is validly issued, fully paid and non-assessable and not subject to, orissued in violation of, any pre-emptive rights.

(h)           Exceptas described in Schedule 4.1.2 (c), all of the shares in the Subsidiaries arevalidly issued, fully paid and non-assessable and not subject to, or issued inviolation of, any pre-emptive rights.

(i)            TheCompany is duly registered with the Commercial Register and the extractregarding the Company attached as **Schedule 4.1.2 (i)**is correct. No shareholders resolutions regarding issues which requireregistration in the Commercial Register have been adopted which are not yetregistered.

(j)            Theright to receive dividends or distributions of any kind (whether payable now orin the future) on the Share and the shares in the Subsidiaries has not beendisposed of. No one, with the exception of Seller or any Group Companies whichare shareholders of other Group Companies, has any right to distributionsarising out of the profit, reserves or liquidation balance and/or any other distributionsof any Group Companies. Neither Seller nor any of Seller’s Affiliates hasreceived any dividend or any distribution in kind (whether payable now or inthe future) from any Group Company after December 31, 2005.

(k)           Thereare no outstanding subscriptions, options, calls, contracts, commitments,understandings, restrictions, arrangements, rights or warrants, including anyright of conversion or exchange under any outstanding security, instrument orother agreement, obligating the Company to issue, deliver or sell, or cause tobe issued, delivered or sold, or otherwise to become outstanding, additionalshares in the capital of any of the Group Companies or obligating any of theGroup Companies to grant, extend or enter into any such agreement or commitment.

(l)            Thereare no voting trusts, proxies or other agreements or understandings withrespect to the voting of any shares in the capital of any of the Group Companies.There are no unexecuted resolutions of the general meeting of shareholders ofany of the Group Companies providing for the issuance of shares in the capitalof any of the Group Companies or the grant of options or other rights toacquire shares in the capital of any of the Group Companies.

4.1.3        Authorisation;Non-Contravention; Approvals

(a)           Seller is a corporationduly organized and validly existing under the laws of Delaware, United Statesof America.

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(b)           Seller has full powerand authority, corporate and otherwise, (i) to enter into this Agreement andeach other agreement, instrument or document referred to in this Agreement towhich Seller is a party or which Seller is otherwise required to execute at orprior to the Closing pursuant to the Agreement (collectively the “**Seller’s Closing Documents**”), (ii) to perform its respectiveobligations under the Seller’s Closing Documents and (iii) to consummate thetransactions contemplated by the Seller’s Closing Documents. The execution bySeller of the Seller’s Closing Documents, the performance by Seller of itsrespective obligations thereunder and the consummation by Seller of thetransactions contemplated thereby have been duly and validly authorized by allnecessary corporate action on the part of Seller. Seller has duly executed theAgreement, and the Agreement constitutes, and each of the other Seller’sClosing Documents will upon execution thereof constitute, the valid and legallybinding agreement of Seller, enforceable against Seller in accordance with itsterms.

(c)           The execution of theAgreement by Seller does not violate, conflict with or result in a breach ofany provision of, or constitute a default (or an event which, with notice orlapse of time or both, would constitute a default) under, or result in thetermination of, or accelerate the performance required by, or result in a rightof termination or acceleration under, or result in the creation of any Encumbranceupon any of the properties or assets of Seller under any of the terms,conditions or provisions of (i) the Articles of Association or similardocuments governing Seller, (ii) any statute, law, ordinance, rule, regulation,judgement, decree, order, injunction, writ, permit or license of any court or governmentalauthority applicable to Seller, or (iii) any note, bond, mortgage, indenture,deed of trust, license, franchise, permit, concession, contract, lease or otherinstrument, obligation or agreement of any kind to which Seller is now a partyor by which Seller may be bound.

(d)           No declaration, filingor registration with, notice to, authorisation or consent or approval of, anycourt, governmental or regulatory body or authority or any other person isnecessary in connection with (i) the execution of any Seller’s Closing Documentby Seller or (ii) the consummation by Seller or the Company of any of thetransactions contemplated thereby.

4.1.4        Financial Statements

(a)           The consolidated annualreport for the Group for the year ended December 31, 2005 and the annualreports for each of the Group Companies for the year ended December 31, 2005,as attached as **Schedule 4.1.4 (a)**,have been prepared in accordance with applicable laws and generally acceptedaccounting principles (applied on a consistent basis) in the respectivejurisdictions of each of the Group Companies and they give a true and fair viewof the financial position and results of the operations of the Group and ofeach of the Group Companies as of December 31, 2005.

(b)           The consolidatedinterim report for the Group and the interim reports for each of the GroupCompanies as of June 30, 2006, as attached as **Schedule4.1.4 (b)**, have been prepared in accordance with applicable lawsand generally accepted

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accountingprinciples (applied on a consistent basis) in the respective jurisdictions ofeach of the Group Companies.

4.1.5       Cash Pool. The cash pooling arrangementsbetween the Group Companies on the one side and Seller or any legal entitiescontrolled by, controlling or under common control with Seller (**“Seller ́s Affiliates”**) on the other side (the **“Cash Pool”**) will be terminated prior to Closing asdescribed in **Schedule 4.1.5**, and all GroupCompanies ́ balances to and from the Cash Pool will be settled prior to Closing.

4.2           No OtherRepresentations or Warranties. No representations, warranties, assurancesor other statements relating to the business of the Group Companies, theirassets and liabilities and their earnings, financial position and prospects aregiven by or on behalf of Seller or any Seller’s Affiliates other than theSeller’s Representations. Therefore, in all respects not specifically addressedby the Seller’s Representations, Purchaser accepts the Share and the GroupCompanies in the condition in which they are on the date of the Closing. Withoutlimiting the generality of the foregoing, Purchaser hereby acknowledges thatneither Seller nor Seller’s Affiliates have made any representations, warranties,assurances or other statements, and shall therefore not be held liable, with respectto any projections, estimates or budgets of future revenues, earnings, cashflows or other financial parameters of the Group Companies or any othercircumstances affecting the assets, liabilities, earnings, financial positionor prospects of the Group Companies in the future.

4.3           Knowledge ofPurchaser. Seller shall be responsible for the representations given inthis Article 4 irrespective of what the Purchaser or any representative ofPurchaser actually knew or could have known at the signing of this Agreement orat Closing and no such knowledge shall affect Purchaser’s right to make a claimfor any Breach.

# **ARTICLE 5**

# **REPRESENTATIONS OF PURCHASER**

5.1           Representations.Purchaser hereby represents to Seller that each of the following statements (“**Purchaser’s Representations**”) are true and correct at thedate of this Agreement as well as at Closing:

5.1.1        Authorization; NoContravention; Approvals

(a)           Purchaser is acorporation, duly organized and validly existing under laws of Sweden.

(b)           Purchaser**has full power and authority, corporate and otherwise, (i)to enter into this Agreement and each other agreement, instrument or document referredto in this Agreement to which Purchaser is a party or which Purchaser isotherwise required to execute at or prior to the Closing pursuant to theAgreement (collectively the “**Purchaser’s ClosingDocuments**”), (ii) to perform its respective obligations under thePurchaser’s Closing Documents and (iii) to consummate the transactionscontemplated by the Purchaser’s Closing Documents. The execution by Purchaserof the Purchaser’s Closing Documents, the performance

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by Purchaser ofits respective obligations thereunder and the consummation by Purchaser of thetransactions contemplated thereby have been duly and validly authorized by allnecessary corporate action on the part of Purchaser. Purchaser has dulyexecuted the Agreement, and the Agreement constitutes, and each of the otherPurchaser’s Closing Documents will upon execution thereof constitute, the validand legally binding agreement of Purchaser, enforceable against Purchaser inaccordance with its terms.

(c)           The execution of theAgreement by Purchaser does not violate, conflict with or result in a breach ofany provision of, or constitute a default (or an event which, with notice orlapse of time or both, would constitute a default) under, or result in the terminationof, or accelerate the performance required by, or result in a right oftermination or acceleration under, or result in the creation of any Encumbranceupon any of the properties or assets of Purchaser under any of the terms,conditions or provisions of (i) the Articles of Association or similardocuments governing Purchaser, (ii) any statute, law, ordinance, rule,regulation, judgement, decree, order, injunction, writ, permit or license ofany court or governmental authority applicable to Purchaser or (iii) any note,bond, mortgage, indenture, deed of trust, license, franchise, permit,concession, contract, lease or other instrument, obligation or agreement of anykind to which Purchaser is now a party or by which Purchaser may be bound.

(d)          Except for anyrequirements resulting from circumstances in the sphere of Seller, nodeclaration, filing or registration with, notice to, authorisation or consentor approval of, any court, governmental or regulatory body or authority or anyother person is necessary in connection with (i) the execution of any Purchaser’sClosing Document by Purchaser or (ii) the consummation by Purchaser of any ofthe transactions contemplated thereby.

5.1.2        Financial Means.Purchaser has the financial means necessary to meet its obligations hereunder.

# **ARTICLE 6**

# **REMEDIES FOR BREACHES**

6.1          Breach.In the event of a breach by Seller of any of Seller’s Representations (a **“Breach”**), Seller shall reimburse and hold harmless eitherPurchaser or the pertinent Group Company (at the option of Purchaser) for alldamages, losses, reasonable costs and expenses (**“Damages”**)suffered by Purchaser or the pertinent Group Company as a result of the Breach.The Parties agree that the Damages shall include the amount necessary to putPurchaser – or at the option of Purchaser, the pertinent Group Company – in aposition similar to the position Purchaser or the Group Company would have beenin without the Breach.

6.2          MaximumRecovery. The maximum amount which the Purchaser may recover for any Breachshall in no event exceed 50 % of the Purchase Price.

6.3          Threshold. TheSeller shall have no liability in respect of any claim for a Breach unless theaggregate amount of all such claims exceeds the sum of EUR 500,000 in whichcase

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(subject to theother provisions of this Article 6) the entire amount of all such claims shallbe payable.

6.4          Events After Closing.No claim by Purchaser for any Breach shall arise to the extent that the claimarises as a result of (i) any change in the accounting principles applied bythe Group subsequent to Closing, or (ii) any changes in applicable laws orregulations after Closing, or (iii) a new interpretation of existing laws by acourt or other public authority in a judgment or decision published afterClosing.

6.5           Obligations ofPurchaser. If after the Closing Purchaser or any Group Company becomesaware of any circumstances which give a reasonably likely indication of theexistence of a Breach, Purchaser shall without unreasonable delay notify Sellerthereof, thereby stating in reasonable detail the nature of the alleged Breachand the reasonably foreseeable magnitude of Damages, if any. Purchaser shallprovide, and shall cause the Group Companies to provide, Seller with allreasonably requested information regarding the Breach and the Damages, andshall take, and shall cause the Group Companies to take, any action reasonablyrequired by Seller to remedy the Breach or mitigate the Damages, provided thatSeller shall be obligated to indemnify Purchaser and the Group Companies forany Damages caused by such action. Without Seller’s prior written consent(which shall not be unreasonably withheld or delayed) Purchaser shall not makeor take, and shall cause the Group Companies not to make or take, anystatements or other action which would adversely affect Seller’s possibilitiesto remedy the Breach or reduce the Damages.

6.6           Exclusions. Noclaim by Purchaser for any Breach shall rise to the extent that

(i)            eitherPurchaser or the Group Companies have caused or aggravated the Breach or theDamages;

(ii)           theDamages are recovered or could with reasonable efforts have been recovered froma third party, including under an insurance policy;

(iii)          the circumstances giving rise to the Breachhave resulted or will result in a tax or other benefit to the Purchaser or theGroup Companies; or

(iv)          Purchaser has failed tocomply with its obligations set forth in Article 6.5, unless suchnon-compliance has not limited or prejudiced Seller’s options to avoid or mitigatethe damages in any manner.

6.7           Repayment. Anypayment under this Article 6 shall be deemed to be a partial repayment of thePurchase Price.

6.8          Time Limitations.All claims of Purchaser for any Breach shall be time-barred (*verjähren*) on the first anniversary of the date of theClosing, except for the warranties in Section 4.1.2(c) and (d), which shall betime-barred (*verjähren*) on the thirdanniversary of the date of the Closing.

6.9          Exclusion of OtherClaims. The remedies which Purchaser may have against Seller for any Breachshall solely be governed by this Agreement and shall be the exclusive

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remedies availableto Purchaser. Without limiting the generality of the preceding sentence, anyright of Purchaser to lower the Purchase Price or rescind this Agreement or torequire the winding up of the transaction contemplated hereunder on any otherlegal basis, any claims for breach of pre-contractual obligations, or ancillaryobligations, except claims for willful deceit, are hereby expressly excludedand waived by Purchaser. The provisions in this Section 6.9 shall be for thebenefit of Seller, Seller’s Affiliates and Seller’s and Seller’s Affiliates’directors, officers, employees, consultants or advisers (together “**Seller’s Beneficiaries**”).

# **ARTICLE 7**

# **FURTHER OBLIGATIONS**

7.1            NoAction and Indemnification of Seller’s Beneficiaries. Purchaser shall (i)procure that after the Closing neither Purchaser nor any Group Company nor anythird party as legal successor in respect of any claims of Purchaser or anyGroup Company will raise any claim or take any other action against Seller orany Seller’s Beneficiary resulting from or otherwise related to any acts orfailures to act of Seller as shareholder of the Company, (ii) procure thatafter the Closing to the extent legally possible the Group Companies shalldischarge and waive any such claims against Seller or any Seller’s Beneficiary,and (iii) indemnify and hold harmless the Seller and Seller’s Beneficiariesagainst any such claims.

7.2           Announcements.The Parties undertake that prior to Closing and thereafter they will not (saveas required by law, including the regulations of the Securities and ExchangeCommission with respect to public disclosure of the entry into this agreementand the *pro forma* effect of this transaction onthe financial statements of Blyth, Inc.) make any announcement in connectionwith this Agreement, unless Seller and Purchaser shall have given their writtenconsent to such announcement (which consent may not be unreasonably withheldand may be given either generally or in a specific case or cases and may besubject to conditions).

7.3          Discontinuation ofUse of Name. Purchaser shall procure that as soon as possible, but in anyevent after one month after the date of Closing, the Group Companies shall discontinueto use the word “Blyth” as part of their firm names. Purchaser shall procurethat all actions reasonably necessary to ensure such discontinuation will betaken without undue delay, including, without limitation, the adoption ofshareholder and other resolutions or other actions necessary to eliminate suchwords from firm and corporate names and the removal of such words fromstationery, promotional material, websites, buildings or other fixtures.Purchaser shall procure that the Group Companies shall not use firm names whichare similar to the name “Blyth”.

7.4          IndemnificationAgainst Certain Taxes. Subject to the other provisions of this Article 7.4,Seller shall indemnify and hold harmless Purchaser or, at the election of Purchaser,the Group Companies from and against 85 % of the amount of any non-appealabletaxes for taxable periods ending on or before the date of Closing resultingfrom any challenges by the tax authorities from intercompany charges made bySeller or Seller’s Affiliates to the Group Companies for intercompany salesand/or services (“**Relevant Taxes**”),to the extent that such Relevant Taxes (i) have not been paid on or prior tothe

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date of theClosing Date, (ii) have not been accrued for in the financial statements of theGroup Companies as of June 30, 2006 and (iii) exceed a deductible amount of EUR100,000. Seller’s obligation to indemnify and hold harmless shall be subject tofull compliance by Purchaser with the following obligations:

(i)            Purchaser shallretain, and cause the Group Companies to retain, all books, records,documentation and other information relating to the Group Companies that may berelevant in connection with Relevant Taxes. At Seller’s request, Purchasershall furnish, and shall cause the Group Companies to furnish, to Seller all suchinformation.

(ii)            Purchaser shall file,or cause the Group Companies to file, in a due and timely manner all taxreturns relevant for any Relevant Taxes. As long as Seller can be held liableunder this Article 7.4 Purchaser shall, at Seller’s request, forward any suchtax returns at least ten (10) business days prior to filing to Seller forreview and comments and shall take Seller’s comments into due consideration.

(iii)          Purchaser shall (a)keep, and cause the Group Companies to keep, Seller fully informed of any taxaudits or other proceedings which may give rise to a claim under this Article7.4, and (b) provide, and cause the Group Companies to provide, to Seller thereasonable opportunity to participate in such audits or other proceedings andall information and assistance reasonably required by Seller to evaluate suchaudits or other proceedings and a possible liability of Seller under thisArticle 7.4 arising therefrom.

(iv)          Purchaser shall (a)provide, and cause the Group Companies to provide, Seller with full control ofany dispute with any tax authorities relating to Relevant Taxes, (b) take, andcause the Group Companies to take, any action reasonably required by Sellerwith respect to such disputes and (c) not make or take, and cause the Group Companiesnot to make or take, without Seller’s prior written consent Purchaser (whichshall not be unreasonably withheld or delayed), any settlement,acknowledgement, other statement or other action which would adversely affectthe position of Seller, Purchaser or the Group Companies in respect of the suchdisputes. Seller shall be obligated to indemnify Purchaser and the GroupCompanies for any Damages caused by Seller or any representative of Seller orby any action taken by Purchaser or any Group Company at the request of Seller.

Seller’sobligation to indemnify and hold harmless Purchaser under this Article 7.4shall be excluded if and to the extent that (x) the Group Companies areentitled to any benefits by refund, set-off or reduction of taxes as the resultof an adjustment or payment giving rise to a claim for indemnification againstRelevant Taxes or (y) the Relevant Taxes result from any change in theaccounting and taxation principles or practices of the Group Companies(including methods of submitting tax returns) introduced after the Closing.

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**ARTICLE 8**

**CONFIDENTIALINFORMATION**

8.1           Non-Disclosure.The Parties undertake that (i) they shall treat as strictly confidential allConfidential Information received or obtained by them or their employees, agentsor advisers as a result of entering into or performing this Agreement,including information relating to the provisions of this Agreement, thenegotiations leading up to this Agreement, the subject matter of this Agreementor the business or affairs of each of the Parties or any member of their group,and (ii) subject to the provisions of Article 8.2, they will not at any timehereafter make use of or disclose or divulge to any person any suchConfidential Information and shall use their best endeavours to prevent the publicationor disclosure of any such information.

8.2           GeneralExceptions. The restrictions contained in Article 8.1 shall not apply so asto prevent the Parties from making any disclosure required by law or by anysecurities exchange (including the regulations of the Securities and ExchangeCommission with respect to public disclosure of the entry into this agreementand the *pro forma* effect of this transaction onthe financial statements of Blyth, Inc.) or supervisory or regulatory or governmentalbody pursuant to rules to which the relevant Party is subject or from makingany disclosure to any professional adviser for the purposes of obtaining advice(provided always that the provisions of this Article shall apply to and theParties shall procure that they apply to, and are observed in relation to, theuse or disclosure by such professional adviser of the information provided tohim) nor shall the restrictions apply in respect of any information which comesinto the public domain otherwise than by a breach of this Article by theParties.

8.3           PurchaserException. After Closing, the restrictions contained in Article 8.1 shallnot apply to Purchaser to the extent that they relate to any ConfidentialInformation related to the Group Companies.

8.4           ConfidentialInformation. “**Confidential Information**”means any and all data and information relating to the Group Companies and/orto the business and affairs of a Party that may be provided, orally, in writingor digitally, to the other Party.

# **ARTICLE 9**

# **COOPERATION AND RELATEDMATTERS**

9.1           Other IntercompanyServices. The Parties are in agreement, and shall procure, that as of theClosing any other intercompany services rendered by Seller or Seller’s Affiliatesto the Group Companies on the one side shall be discontinued and any underlyingagreements shall be terminated with effect as of the Closing. Purchaser shallprocure that any charges for pre-Closing services (e.g. property insurancecharges, management charges, Global Sourcing allocations etc.) outstanding onthe date of the Closing will be paid by the Group Companies when due.

9.2           Cooperation in Taxand Financial Matters. Purchaser and Seller shall cooperate fully, as andto the extent reasonably requested in writing by Purchaser or Seller, in connectionwith the preparation and filing of tax returns and any audit or otherproceeding with

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respect to taxesand the preparation of financial statements and any audit thereof. Suchcooperation shall include the prompt signing of any returns, amended returns,claims or other documents necessary for the other party to accurately andtimely satisfy its United States, state and/or foreign tax reportingobligations. Such cooperation shall also include the prompt provision offinancial records and information which are relevant to any tax reportingobligations of the other party or preparation of financial statements.Purchaser shall make its and the relevant Group Company’s employees (or otherdelegates and advisors) available on a mutually convenient basis to the otherparty in order to provide additional information and explanation of anymaterial provided hereunder. Moreover, Purchaser shall use its best efforts todeliver a final set of financial statements as of the Closing with respect tothe Group within four (4) weeks after Closing.

9.3           Shanghai ChinaSourcing Office. Purchaser shall promptly reimburse, or shall cause any ofthe Group Companies to promptly reimburse, Blyth Asia, Ltd., a Hong Kongcompany, for charges incurred on behalf of any of the Group Companies duringthe period from the date of Closing through August 31, 2006.

9.4           Employment Matters.Purchaser shall cause Liljeholmens Stearinfabriks AB to continue to providepayroll and other employment related services (as such are currently being provided)to the three employees who are working for PartyLite Trading OY and resident inSweden until September 1, 2006, and Seller agrees to cause PartyLite Trading OYto reimburse Liljeholmens for such services in accordance with past practices.Seller shall cause PartyLite Trading OY or any other of Seller ́s Affiliates toemploy the three employees in question from September 1, 2006 and shall bearall costs and expenses related to the transfer of said employees as well as allcosts and expenses related to their employment from and after September 1,2006.

**ARTICLE 10**

**GOVERNING LAW AND ARBITRATION**

10.1         Governing Law.This Agreement shall be governed by and construed in accordance with the lawsof Sweden.

10.2         Arbitration. Anydispute, controversy or claim arising out of or in connection with thiscontract, or the breach, termination or invalidity thereof, shall be settled byarbitration in accordance with the Rules of the Arbitration Institute of theStockholm Chamber of Commerce. The place of arbitration shall be Stockholm,Sweden. The arbitral procedure shall be conducted in the English language. Thearbitral tribunal shall decide according to the rules of law. Consolidation ofthe arbitral proceedings with other arbitral proceedings is excluded.

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# **ARTICLE 11**

# **MISCELLANEOUS**

11.1         Schedules.All Schedules to this Agreement constitute a part of this Agreement.

11.2         Costs.Each Party shall pay its own costs and disbursements of and incidental to thisAgreement and the sale and purchase of the Share, provided that all costsassociated with the notarial recording of the Share Transfer Agreement shall beborne by Purchaser.

11.3         Waiver.No failure or delay by any Party in exercising any right, power or remedy underthis Agreement shall operate as a waiver thereof, nor shall any single orpartial exercise of the same preclude any further exercise thereof or theexercise of any other right, power or remedy. Without limiting the foregoing,no waiver by any Party of any breach by the other Party of any provision hereofshall be deemed to be a waiver of any subsequent breach of that or any otherprovision hereof.

11.4         Assignment;No Third Party Rights. The benefit of this Agreement, or any agreement ordocument entered into pursuant to this Agreement, may not be assigned by aParty, unless with the prior written consent of the other Party. Except whereset forth otherwise in this Agreement, this Agreement shall not grant anyrights to, and is not intended to operate for, the benefit of any thirdparties, including the Group Companies.

11.5         EntireAgreement. This Agreement (together with any documents referred to hereinor executed contemporaneously or at Closing by the Parties in connectionherewith) constitutes the whole agreement between the Parties and supersedesany previous agreements or arrangements between them relating to the subjectmatter of this Agreement, including but not limited to the e-mail proposaldated June 27, 2006, the letter counteroffer dated June 29, 2006 and the e-mailreply dated July 6, 2006.

11.6         Amendments.No amendments of this Agreement (including amendments to this Section 11.6)shall be effective unless made in writing and executed by the Parties.

11.7         Headings.The headings in this Agreement are inserted for convenience only and shall notaffect the interpretation of this Agreement.

11.8         Exclusionof Remedies. Except as provided otherwise herein, no Party shall be entitled(i) to set-off any rights and claims it may have against any rights or claimsany other Party may have under this Agreement, or (ii) to refuse to perform anyobligation it may have under this Agreement on the grounds that it has a rightof retention, unless the rights or claims of the relevant Party claiming aright of set-off or retention have been acknowledged in writing by the relevantother Party or have been confirmed by final decision of a competent court orarbitration court.

11.9         Severability.If any provision or part of a provision of this Agreement shall be, or be foundby any authority or court of competent jurisdiction to be, invalid or unenforceable,such invalidity or unenforceability shall not affect the other provisions orparts of such provisions of this Agreement, all of which shall remain in fullforce and effect. In such case, the Parties agree to recognize and give effectto such valid and enforceable

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provision or provisions which correspond as closely as possible withthe commercial intent of the Parties.

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| **PREBOLA NR 293 AB** under change of****name to **ALG HOLDING AB** | ** ** | **BLYTH WHOLESALE HOLDINGS,  INC.** |
|---------------------------------------------------------------------|------------|-------------------------------------|
| by:                                                                 |       | by:                                 |
|                                                                |       |                                |
| Signature:                                                          |       |                                |   | Signature: |   |   |
|                                                                |       |                                |
| Name:                                                               |       |                                |   | Name: |   |   |
|                                                                |       |                                |
| Acting as:                                                          |       |                                |   | Acting as: |   |   |
|                                                                |       |                                |
| Date:                                                               |       |                                |   | Date: |   |   |

 

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