**Exhibit10.17**

**DATED JUNE 16, 2006**

**Between**

**MONCEAUDEELNEMINGEN I B.V.**

**(asPurchaser)**

**BLYTHHOLDING B.V.**

**(asSeller)**

**and**

**BLYTH,INC**.

**(asGuarantor)**

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**SHARESALE AND PURCHASE AGREEMENT**

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**THIS SHARE SALE AND PURCHASEAGREEMENT**is made on this 16th day of June 2006 (the **“Agreement”**)

Between:

(1)                                  **MONCEAU DEELNEMINGEN I B.V.,**a privatelimited liability company organized and existing under the laws of TheNetherlands with its registered office in ‘s-Gravenhage and its principal placeof business at Adriaan Pauwstraat 51, 2582 AP in ‘s-Gravenhage, The Netherlands(the “**Purchaser**”); and

(2)                                  **BLYTH HOLDING B.V.,**a private limitedliability company organized and existing under the laws of The Netherlands withits registered office in Tilburg and its principal place of business atGesworenhoekseweg 8, 5047 TM in Tilburg, The Netherlands (the **“Seller”**);

(3)                                  **BLYTH, INC**., a corporation organized andexisting under the laws of the state of Delaware, United States of America,with its principal place of business at One East Weaver Street, Greenwich, CT06831, United States of America (**“Blyth”**orthe **“Guarantor”**);

**WHEREAS**:

(A)                              Selleris the legal and beneficial owner of the entire issued share capital of (i)Schothuis Holding Holland (S.H.H.) B.V., a private limited liability companyorganized and existing under the laws of The Netherlands with its registeredoffice at Almere and its principal place of business at De Steiger 77, 1351 AE,Almere, The Netherlands (**“Schothuis”**)and (ii) Edelman B.V., a private limited liability company organized andexisting under the laws of The Netherlands with its registered office atReeuwijk and its principal place of business at Schinkeldijk 56, 2811 PB,Reeuwijk, The Netherlands (**“Edelman”**).Schothuis and Edelman will hereinafter be collectively referred to as the**“Companies”**.

(B)                                Schothuisowns the total issued share capital of the Dutch Subsidiaries.

(C)                                Edelmanowns, directly or indirectly, the total issued share capital of the ForeignSubsidiaries.

(D)                               TheCompanies, the Dutch Subsidiaries and the Foreign Subsidiaries (collectively: “**the Group**” or “**Group Companies**”) are in the business of designing, developingand importing products for interior and exterior decoration.

(E)                                 TheSeller and the Purchaser have agreed that the Seller shall sell and transfer tothe Purchaser and the Purchaser shall purchase and acquire from Seller 100% ofthe total issued share capital of the Companies, consisting of 40 shares, parvalue €453.78 per share, numbered 1 to 40 for Schothuis and 1000 shares,nominal value €453.78 per share, numbered 1 to 1000 for Edelman (collectively:the “**Shares**”), all for theconsideration and on the terms and subject to the conditions contained in thisAgreement.

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(F)                                 TheParties have notified the administrator of the SER Merger Committee pursuant tothe SER Merger Code 2000.

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**THEREFORE IT IS HEREBY AGREED asfollows**:

# **ARTICLE 1 - DEFINITIONS ANDINTERPRETATION**

1.1                                 Definitions.In this Agreement, unless the context otherwise requires, the words andexpressions used in this Agreement shall have the meanings set out in Schedule1.

1.2                                 Headings.Headings are inserted for convenience only and shall not affect theconstruction of this Agreement.

# **ARTICLE 2- SALE AND PURCHASE OF THE SHARES**

2.1                                 Sale and Purchase. TheSeller hereby, subject to the terms and conditions of the Agreement, sells (*“verkoopt”*) the Shares to Purchaser, andPurchaser hereby, subject to the terms and conditions of this Agreement,purchases (*“koopt”*) the Sharesfrom the Seller, together with all rights attaching to them, free of anyEncumbrances.

2.2                                 Transfers. At Closing,the Seller agrees to transfer *(“leveren”)*to Purchaser the Shares and the Purchaser agrees to accept the transfer fromSeller.

# **ARTICLE 3 –CONSIDERATION, REPAYMENT AND ASSUMPTION OF INDEBTEDNESS**

3.1                                PurchasePrice. The consideration for the Shares shall be €30,500,0000 (ThirtyMillion Five Hundred Thousand Euros) (the “**Consideration**”).

3.2         *                       *Taxsettlement

## a.                             The Companies and the Dutch Subsidiaries formpart of the fiscal unity for corporate income tax purposes which is headed bythe Seller. The Parties have agreed to terminate the fiscal unity as per theCompletion Date.

## b.                            The Seller undertakes to submit its taxreturns related to the period until the Completion Date in a manner consistentwith past practices (which includes the leading principle that valuation fortax purposes is equal to valuation for commercial purposes) and to refrain fromsubmitting altered tax returns related to the period prior to Completion whichcould have an adverse effect to the tax position of the Companies and the DutchSubsidiaries..

## c.                             The Seller owes the Companies and the DutchSubsidiaries the difference between (i) the prepayments made by the Companiesand the Dutch Subsidiaries to the Seller in respect of corporate income taxattributable to the Companies and the Dutch Subsidiaries for the financial year2005 and (ii) the amount of corporate income tax

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## attributable to theCompanies and the Dutch Subsidiaries in respect of the financial years 2005 asapparent from the tax returns for the financial year 2005 as agreed between theParties; the receivable by the Companies and the Dutch Subsidiaries in thisrespect is estimated to amount to €1,030,000 (the “**2005 Tax****Receivable**”).

## d.                            The Companies and the Dutch Subsidiariesestimate the income for corporate income tax purposes attributable to them forthe period between 1 January 2006 until the Completion Date (“**2006 YTD**”) to be negative as a result ofwhich the Seller owes to the Companies and the Dutch Subsidiaries theprepayments made by the Companies and the Dutch Subsidiaries to the Seller inrespect of 2006 YTD being an amount of € 533,204 (the “**2006 YTD Tax Receivable**”).

## e.                             In addition the Seller may be entitled to atax loss carry back in respect of the losses incurred by the Companies and theDutch Subsidiaries during the financial year 2006 until the Completion Date(the “**2006 YTD Carry Back**”). TheCompanies and the Dutch Subsidiaries expect the 2006 YTD Carry Back based uponmanagement information until May 2006 to amount to € 617,000. Seller confirmsthat the fiscal result of the fiscal unity headed by the Seller is - without takinginto account the result of the Companies and the Dutch Subsidiaries - negative.

## f.                               The Seller and the Purchaser hereby agree toset off the estimated 2005 Tax Receivable of € 1,030,000 against the amountoutstanding under Seller’s loan to Edelman (this loan being an amount of €1,847,984.38. For this purpose Schothuis and the Dutch Subsidiaries assigntheir part of the 2005 Tax Receivable to Edelman against nominal value whichwill remain due in current account by Edelman to Schothuis and the Dutch Subsidiaries.The Companies and the Dutch Subsidiaries shall co-sign this Agreement for thispurpose. The Purchaser shall procure that the balance of the Seller’s loan toEdelman and the 2005 Tax Receivable shall be repaid by Edelman to Seller uponCompletion. Upon set off, the Group is discharged from any and all obligationsvis-a-vis Blyth Holding and any of its Affiliates other than those which mayresult from this Agreement.

## g.                            The Parties shall jointly determine thedefinitive amount of the 2005 Tax Receivable ultimately on 1 September 2006based upon the tax returns. Upon such determination, the Seller shall pay tothe Companies and the Dutch Subsidiaries the 2006 YTD Tax Receivable to beincreased or decreased as the case may be by the difference between the finalamount of the 2005 Tax Receivable and the estimate of € 1,030,000. If suchamount shall be negative (i.e. payable to the Seller by the Companies and theDutch Subsidiaries), then such amount shall be paid to the Seller by theCompanies and the Dutch Subsidiaries.

## h.                            Inrespect of the 2006 YTD Carry Back, the Parties have agreed to co-operate anduse all reasonable efforts in order to transfer the tax loss responsible forthe 2006 YTD Carry

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## Back onto theCompanies and the Dutch Subsidiaries in accordance with section 15af of theCorporate Income Tax Act. The Parties shall file for a tax ruling on June 19,2006 and agree that any changes (if any) to the financial statements shall bein accordance with US GAAP and any changes (if any) to the tax accounts shallbe in accordance with Dutch fiscal law. Parties agree that each party shallbear its own costs in relation to the tax ruling. Seller shall consult andco-operate with Purchaser in relation to the preparation of its tax returns;and

## i.                                The Seller and the Purchaser hereby agree toreimburse one another for payments made by the Seller for the benefit of theCompanies and/or the Dutch Subsidiaries as well as for payments made by theCompanies and the Dutch Subsidiaries for the benefit of the Seller and/or itsAffiliates. These payments consist of payments made with respect to insurancesby Seller and its Affiliates on behalf of the Group up to Closing, which havenot been billed to the Group prior to Closing. These amounts will not exceedUSD 85,000. The Parties shall jointly determine the definitive amount ultimatelyon 1 September 2006.

# **ARTICLE 4 –CLOSING**

4.1                                Placeof Closing. Closing shall take place at the offices of Houthoff Buruma, inRotterdam, The Netherlands on June 16, 2006 at 10:00 a.m. or at such otherplace and time as shall be mutually agreed between the Parties, where all (andnot some only) of the events described in this Article 4 shall occur.

4.2                                 Seller’sClosing obligations. At Closing, the Seller shall:

(a)                        deliveror cause to be delivered to the Purchaser:

(i)                            acopy of either (i) the positive unconditional written advice of the workscouncils of Edelman BV and Euro-Decor BV with respect to the transactionscontemplated hereby or (ii) a positive conditional written advice of the workscouncils of Edelman BV and Euro-Decor BV with respect to such transactions,with conditions acceptable to the Purchaser in its sole discretion;

(ii)                         theoriginal shareholders registers of the Companies and the Dutch Subsidiaries;

(iii)                      theshare certificates or similar proof of title to the Foreign Subsidiaries;

(iv)                     awritten opinion of Baker & McKenzie, New York confirming the authority ofthe person(s) signing this Agreement and the Deed of Assignment on behalf ofBlyth;

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(b)                        execute:

(i)                            theNotarial Transfer Deed, attached hereto as Schedule 4.2 (b(i);

(ii)                         theFunds Flow Letter, attached hereto as Schedule 4.2 (b)(ii);

(iii)                      togetherwith Blyth, the deed of assignment between Seller, Blyth and Purchaser,countersigned by CDX Group B.V. (the “**Deed ofAssignment**”) attached hereto as Schedule 8.12;

(c)                        causethe Companies to execute the Notarial Transfer Deed;

(d)                       authorizethe civil law notary executing the Notarial Transfer Deed to make the relevantentries in the shareholders registers of the Companies.

4.3         Purchaser’sClosing Obligations. At Closing, and upon the delivery of the items set outin Article 4.2 above, the Purchaser shall:

(a)                                  execute:

(i)                                     theNotarial Transfer Deed;

(ii)                                  theFunds Flow Letter;

(iii)                               theDeed of Assignment, and

(b)                       pay:

(i)                           theConsideration; and

(ii)                        theamount owed pursuant to Article 3.2.

**ARTICLE5 – DELETED**

# **ARTICLE 6- REPRESENTATIONS AND WARRANTIES**

Warranties of theSeller. The Seller represents, warrants and undertakes (*“verklaart, staat er voor in en garandeert”*)to and with the Purchaser that each of the Warranties, as set out in Schedule6, is at the date of this Agreement true, accurate and not misleading. TheSeller and the Purchaser explicitly agree that the Warranties shall constitutean allocation of risks between the Purchaser and the Seller to the extent thatadverse consequences from incorrect and/or incomplete Warranties shall at alltimes be for the full account and liability of the Seller.

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**ARTICLE 7 - REMEDIES FOR BREACHES**

7.1                           Breachesand Infringements. In the event of a breach of any of the Warranties givenby the Seller (**“Breach”**), theSeller shall reimburse and hold harmless (“*schadeloosstellen”*) either the Purchaser or the pertinent Group Company (atthe option of the Purchaser) for all damages, losses, reasonable costs andexpenses (**“Damages”**) suffered bythe pertinent Group Company as a result of the Breach, without prejudice toother statutory rights of the Purchaser. The Parties agree that the Damagesshall include the amount necessary to put the Purchaser -or at the option ofthe Purchaser, the pertinent Group Company- in a position similar to theposition the Purchaser or the Group Company would have been in without therelevant Breach.

7.2.1                  SingleClaim under multiple Warranties. It is expressly understood that if and tothe extent an event gives rise to a Claim under more than one Warranty, thePurchaser shall be entitled to file a Claim under any such breached Warranty asit may deem fit, on its own behalf and/or on behalf of the pertinent GroupCompany as third party beneficiary of the right to be reimbursed and heldharmless pursuant to this Article 7, provided, however, that it cannot claimreimbursement of the same Damages twice. Also, for the avoidance of doubt it isexpressly confirmed and understood that where this Article 7 refers to “Damagessuffered by the Purchaser or a Group Company”, such damages shall not be deemedto have been doubly incurred by both the Purchaser and the Group Company, whichmeans that any Damages suffered for which a Group Company is reimbursed cannotbe claimed twice by the Purchaser, and vice versa.

7.3                           AdditionalIndemnity. In addition, and without prejudice to Article 7.1, the Sellershall indemnify and hold the Purchaser and the Group harmless from any and allDamages arising out of or in connection with:

(a)                                 anyliability of the Group for Taxes attributable to tax periods ending on orbefore the Closing Date, it being clearly understood and acknowledged that thisindemnity will apply to any tax assessments or claims levied or imposedsubsequent to the Closing Date relating to tax periods ending on or before theClosing Date;

(b)                                anyliability of the Group for Taxes up to and including the Closing for not havingapplied the applicable VAT rate;

(c)                                 anyliability of the Group for obligations of Blyth and/or its affiliated companies(other than the Group Companies);

(d)                                 alllosses, liabilities, damages, costs, claims and expenses which Edelman mayincur in relation to the payment obligations of Edelman for any salary, holidayallowance, fringe benefits (including company car), expenses, wage and incometaxes and/or social

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security premiumsand other Taxes (including any related interest, fines or penalties), insurancepremiums (including contributions under the (collective) medical insurance),bonuses (including 13th month salary and bonuses under the “Blyth ManagerIncentive Compensation Plan”), payment of overtime, (pre-)pension scheme and/orany other pension scheme or pension fund obligations (including back-serviceobligations) which Edelman must pay or is liable for as employer of Mrs H.A.A.Lenferink-Van Dongen and all such other contributions to, or for the benefitof, Mrs Lenferink-Van Dongen that must be paid by Edelman in its capacity asemployer of Mrs H.A.A. Lenferink-Van Dongen;

Parties haveagreed that the employment agreement of Mrs H.A.A. Lenferink-Van Dongen(including all rights and obligations related thereto) shall be taken over byBlyth or Blyth Holding on or before 1 July 2006. In terms of article 6:159 ofthe Dutch Civil Code (*contractsovername*),Edelman hereby assigns, transfers and sets over to Blyth, which hereby acceptsand takes over the employment agreement of Mrs H.A.A. Lenferink-Van Dongen,including all rights and obligations related thereto. Parties shall procurethat Mrs H.A.A. Lenferink-Van Dongen shall give her consent as soon aspractically possible, but in any event before 1 July 2006. If the employmentagreement is not terminated or taken over on 1 July 2006, Blyth shall be liablefor and indemnify Edelman for all losses, liabilities, damages, costs, claimsand expenses (including the reasonable fees and disbursements of Edelman orPurchaser’s counsel) which Edelman and/or Purchaser may incur pursuant to thetermination of Mrs H.A.A. Lenferink-Van Dongen’s employment agreement;

it being understoodand agreed that (i) the limitations of liability as set forth in 7.8 up to andincluding 7.10 shall apply and (ii) the other limitations of liability as setforth in this Article 7 shall not apply to this additional indemnity.

7.4                                 Limitationof Liability. Subject to Article 7.7, the aggregate amount to which theSeller shall be subject pursuant to this Article 7 shall be limited to theConsideration.

7.5                                Survival.Subject to Article 7.7, all Warranties shall survive the Closing Date untilJune 16, 2011 provided, however,that all such Warranties shall expire on such dates, except for Claims assertedby the Purchaser prior to such dates.

7.6                                Threshold.

i)                                        ThePurchaser shall not be entitled to seek indemnification for any Claim forBreach unless the total amount of Damages arising from such Breach exceeds €10,000 (ten thousand Euro);

ii)                                     Subjectto Article 7.7, the Purchaser agrees not to enforce any Claim until theaggregate amount of all Claims exceeds € 300,000 (Three Hundred Thousand Euro)

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and then thePurchaser shall be entitled to recover all Claims (i.e., claims exceeding thethreshold as set forth in Article 7.6(i) from the first Euro).

7.7                                 Qualificationsto Limitations. If in any case a Claim has arisen by reason of:

(i)                                   fraudor deliberate non-disclosure on the part of the Seller prior to the date ofthis Agreement; or

(ii)                                  theSeller not having title to any of the Shares to the same extent as receivedpursuant to the Original Agreement;

(iii)                               breachof any of the warranties set forth in Clause 2 under (h) and (s), 3 under (c)and (d) and 4 under (a) of the Warranties.

then in any such casenone of the limitations set forth in Articles 7.4, 7.5 and 7.6 shall apply.

7.8                                Eventsafter Closing. No Claim by Purchaser for any Breach shall arise to theextent that the Claim arises as a result of (i) any change in the accountingprinciples applied by the Group subsequent to Closing, or of (ii) any changesin applicable laws or regulations after Closing or of (iii) a newinterpretation of existing laws by a court or other public authority in ajudgement or decision published after Closing.

7.9                                Paymentsreceived. If the Seller has made a payment for Damages and the Purchaser orthe Group simultaneously therewith or subsequently thereto receives any benefitother than from the Seller which would not have been received but for thecircumstance giving rise to the Claim in respect of which the payment forDamages was made by the Seller, the Purchaser shall, once it or the Group hasreceived the benefit, forthwith repay to the Seller an amount equal to thelesser of the amount of such benefit and the amount paid by the Seller.

7.10                          TaxBenefits. In assessing any Damages any corresponding Tax advantages,savings by, or other Tax benefit to Purchaser or any Group Company shall betaken into account when calculating the Damages, provided, however, that in theevent the Purchaser or any Group Company subsequently is not entitled to a Taxadvantage, saving or benefit determined on a stand alone basis, the amount of suchnon-entitled advantage, benefit or saving shall be paid for by the Seller tothe Purchaser.

7.11                          ClaimProcedure.

(a)                                  ThePurchaser shall give the Seller written notice (the **“Indemnification Notice”**) of any facts and the circumstancesgiving rise to a Claim within 30 days of the Purchaser’s becoming aware of thefacts and circumstances giving rise to such Claim. However, failure of thePurchaser to give such notice within such 30-day period shall not relieve theSeller of its liability with respect to such Claim except to the extent thatPurchaser’s

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failure to give notice within such period causesdamages to Seller (including any liability in the Seller’s ability to preventor mitigate Damages resulting from the Breach).

(b)                                 Ifthe Claim relates to a claim or the commencement of an action or proceeding bya Third Party against (or otherwise requires any action by) the Group and/orthe Purchaser, then the Seller shall have, upon request within sixty (60) daysafter receipt of the Indemnification Notice (but not in any event after thesettlement or compromise of such Claim), the right to defend, at its ownexpense and by its own counsel, any such matter involving the assertedliability of the Group and/or the Purchaser; provided, however, that if theGroup and/or the Purchaser determines that there is a reasonable probabilitythat a Claim may materially and adversely affect it, it shall at its owndiscretion and at its own costs have the right to defend (without theparticipation of the Seller), compromise or settle such claim or suit in whichevent the Seller shall be timely informed of settlement negotiations, in whichevent the Purchaser shall be deemed to have waived its right to seek recourseagainst the Seller in relation to that particular Claim. The Party defendingthe Claim shall make reasonable endeavours to strike a fair balance between theinterests of the Seller in keeping the compensation as low as possible and theinterests of the Purchaser and any of the Group Companies to maintain goodbusiness relations with the Third Party concerned. If the Seller shall decidethat it will not defend, at its own expense and by its own counsel, any suchmatter involving the asserted liability of the Group and/or the Purchaser andthe Group and/or the Purchaser shall incur Damages directly or indirectly relatingto this decision of the Seller, the Purchaser shall have full recourse againstthe Seller as to the Damages incurred.

(c)                                  Ifthe Claim does not relate to a claim or the commencement of an action orproceeding by a Third Party, the Seller shall have ninety (90) days afterreceipt of the Indemnification Notice during which it shall have the right toobject to the subject matter and the amount of the Claim set forth in theIndemnification Notice by delivering written notice thereof to the Purchaser.If the Seller does not so object within such ninety-day period, it shall beconclusively deemed to have agreed that it is obligated to indemnify Purchaserfor the matters set forth in the Indemnification Notice. If the Seller sendsnotice to the Purchaser objecting to the matters set forth in theIndemnification Notice, the Seller and the Purchaser shall use their bestefforts to settle the Claim. If the Seller and the Purchaser are unable tosettle the Claim, the matter shall be resolved in the manner set forth inArticle 12.2 of this Agreement.

(d)                                 TheSeller hereby covenants and agrees that it will (i) do its utmost effort towithdraw any attachment on any assets of the Companies (including providing(the necessary) securities (such as a bank guarantee)); (ii) compensate thePurchaser and/or the Group Companies for and indemnify and hold the Purchaserand/or the Group Companies harmless against costs (including but not limited tothe fees and disbursements of the counsel) and reimbursements pursuant to (thewithdrawal of) any

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attachment on any assets of the Group Companiespursuant to a Third Party Claim, including costs with respect to the issue of abank guarantee, and (iii) to the extent that the Seller conducts the defenceagainst a claim, it shall do so to the best of its abilities and take thePurchaser’s and the Group Companies’ interests into account.

7.12                          Repayment.Any payment under this Article 7 shall be deemed to be a partial repayment ofthe Consideration.

7.13                          Guarantor.Blyth hereby absolutely irrevocably and unconditionally guarantees to Purchaserand/or Group (i) the full and prompt payment when due, whether byindemnification or otherwise, of all the payment obligations of Seller toPurchaser and/or Group under this Agreement, and (ii) the full and promptpayment and/or the due performance as the case may be, when due of allwarranties, indemnity obligations, covenants and agreements, both monetary andnon-monetary, by the Seller of its obligations under, and compliance by theSeller with the terms of, the Closing Documents. The obligations of Blythhereunder shall constitute a direct, primary and unconditional liability to payon first demand to the Purchaser and/or Group any sum or sums which the Sellermay be or become liable to pay hereunder without the need for any claim orrecourse on the part of the Purchaser and/or Group against the Seller.

# **ARTICLE 8- MISCELLANEOUS**

8.1                                 Parties’Costs. Each Party to this Agreement shall pay its own costs anddisbursements of and incidental to this Agreement and the sale and purchase ofthe Shares, provided that all costs associated with the Notarial Transfer Deedshall be borne by the Purchaser.

8.2                                 Notices.Each notice, demand or other communication given or made under this Agreementshall be in writing and delivered or sent to the relevant Party at its addressor fax number set out below (or such other address or fax number as theaddressee has by five (5) days’ prior written notice specified to the otherParties):
| To the Seller and/or  Guarantor: |   | Blyth, Inc.               |
|----------------------------------|--------|---------------------------|
|                             |   | One East Weaver  Street   |
|                             |   | Greenwich, CT  06831-5118 |
|                             |   | UNITED STATES OF  AMERICA |
|                             |   | Telephone No:             | +1 203 552 6617 |
|                             |   | Facsimile No:             | +1 203 661 1969 |
|                             |   | Attention:                | Marcia Pontius |
|                             |   |                      | Michael Novins |

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| With a copy to:    |   | Baker & McKenzie, Attorneys at Law |
|--------------------|--------|----------------------------------------|
|               |   | Postbus 2720                           |
|               |   | 1000 CS  Amsterdam                     |
|               |   | Telephone No:                          | +31 20 55 17 555 |
|               |   | Facsimile No:                          | +31 20 626 79 49 |
|               |   | Attention:                             | Jeroen Hoekstra |
|               |   |                                   |   |
| To the  Purchaser: |   | Monceau Deelnemingen I                 |
|               |   | Adriaan  Pauwstraat 51                 |
|               |   | 2582 AP Den Haag                       |
|               |   | The Netherlands                        |
|               |   | Telephone No:                          | +31 70 3559181 |
|               |   | Facsimile No:                          | +31 70 3515325 |
|               |   | Attention:                             | J.H.M. Rijper |
|               |   |                                   |   |
| With a copy to:    |   | Houthoff Buruma N.V.                   |
|               |   | Postbus 1507                           |
|               |   | 3000 BM Rotterdam                      |
|               |   | Telephone No:                          | +31 10 2172647 |
|               |   | Facsimile No:                          | +31 10 2172702 |
|               |   | Attention:                             | M.F. Pannekoek |

 

Any notice, demandor other communication so addressed to the relevant Party shall be deemed tohave been delivered (a) if given or made by letter, when actually delivered tothe relevant address; and (b) if given or made by fax, when dispatched.

For the purpose ofserving any document (including notices and writ of summons), Blyth herebychooses domicile for the purposes of this Agreement at the offices of Baker& McKenzie Amsterdam N.V. (“*domiciliekeuze*”).

Purchaseracknowledges the proposed moving of Baker & McKenzie Amsterdam N.V. toClaude Debussylaan 54, 1082 MD, Amsterdam, The Netherlands as per July 21,2006.

8.3                                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.

8.4                                Assignment.The benefit of this Agreement, or any agreement or document entered intopursuant to this Agreement may not be assigned, unless with the prior writtenconsent of the other Party.

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8.5                                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 offer letter datedMay 10, 2006 and the acceptance letter dated May 18, 2006 and it is expresslydeclared that no variations of this Agreement shall be effective unless made inwriting and executed by the Parties.

8.6                                Counterparts.This Agreement may be executed on faxed or scanned copies and in any number ofcounterparts by the parties to it on separate counterparts, each of which whenso executed and delivered shall be an original and so that all counterpartsshall together constitute one and the same instrument

8.7                                Continuityof obligations. All the provisions of this Agreement shall remain in fullforce and effect notwithstanding Closing (except insofar as they set outobligations that have been fully performed at Closing).

8.8                                 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 orunenforceable, such invalidity or unenforceability shall not affect the otherprovisions or parts of such provisions of this Agreement, all of which shallremain in full force and effect.

8.9                                Furtheracts. The Parties agree that title 1 of Book 7 DCC is not applicable tothis Agreement.

8.10                          Rescission.At the Closing Date Purchaser, Seller and Blyth shall be deemed to have waivedtheir right to rescind (“ontbinden”) this Agreement (without any specificaction being further required).

8.11                          Purchaser’sWarranties.

The Purchaserrepresents and warrants the following to the Seller:

(a)                                ThePurchaser**has full power andauthority, corporate and otherwise, (i) to enter into the Agreement and eachother agreement, instrument or document referred to in the Agreement to whichthe Purchaser is a party or which the Purchaser is otherwise required toexecute at or prior to the Closing pursuant to the Agreement (collectively the“**Closing Documents**”), (ii) toperform its respective obligations under the Closing Documents and (iii) toconsummate the transactions contemplated by the Closing Documents.

(b)                               Theexecution by the Purchaser of the Closing Documents, the performance by thePurchaser of its respective obligations thereunder and the consummation byPurchaser

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of thetransactions contemplated thereby have been duly and validly authorized by allnecessary corporate action on the part of the Purchaser.

(c)                                ThePurchaser has duly executed the Agreement, and the Agreement constitutes, andeach of the other Closing Documents will upon execution thereof constitute, thevalid and legally binding agreement of the Purchaser, enforceable against thePurchaser in accordance with its terms.

(d)                               Theexecution of the Agreement by the Purchaser does not violate, conflict with orresult in a breach of any provision of, or constitute a default (or an eventwhich, with notice or lapse of time or both, would constitute a default) under,or result in the termination of, or accelerate the performance required by, orresult in a right of termination or acceleration under, or result in thecreation of any Encumbrance upon any of the properties or assets of the Purchaserunder any of the terms, conditions or provisions of (i) the Articles ofAssociation or similar documents governing the Purchaser, (ii) any statute,law, ordinance, rule, regulation, judgement, decree, order, injunction, writ,permit or license of any court or governmental authority applicable to thePurchaser or (iii) any note, bond, mortgage, indenture, deed of trust, license,franchise, permit, concession, contract, lease or other instrument, obligationor agreement of any kind to which the Purchaser is now a party or by which thePurchaser may be bound.

(e)                                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 ClosingDocument by the Purchaser or (ii) the consummation by the Purchaser of any ofthe transactions contemplated thereby.

8.12                          Assignmentclaim on CDX. As set out in Schedule 8.12, Seller and Blyth haveassigned and transferred to Purchaser, which therein accepted, all rights andclaims (together with all rights (e.g. accessory rights, right of priority andenforcement) and actions attaching to them) which Blyth and/or Seller may haveagainst CDX Group B.V. pursuant to the share sale and purchase agreement (dated10 September 2004) between Seller, Blyth and CDX Group B.V. By countersigningsuch transfer agreement CDX Group B.V. approved of the transfer and assignmentof the claim(s) of Seller and Blyth to Purchaser.

# **ARTICLE 9- RESTRICTION ON ANNOUNCEMENTS**

The Parties heretoundertake that prior to Closing and thereafter they will not (save as requiredby law, including the regulations of the Securities and Exchange Commissionwith respect to public disclosure of the entry into this agreement and the *pro forma* effect of this transaction onthe financial statements of Blyth) make any announcement in connection with

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this Agreement,unless Seller and Purchaser hereto shall have given their written consent tosuch announcement (which consent may not be unreasonably withheld and may begiven either generally or in a specific case or cases and may be subject toconditions).

**ARTICLE10 - CONFIDENTIAL INFORMATION**

10.1                           Non-disclosure.The Parties undertake that they shall treat as strictly confidential allConfidential Information received or obtained by them or their employees,agents or advisers as a result of entering into or performing this Agreementincluding information relating to the provisions of this Agreement, the negotiationsleading up to this Agreement, the subject matter of this Agreement or thebusiness or affairs of each of the Parties or any member of their group andsubject to the provisions of Article 10.2 that 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 thepublication or disclosure of any such information.

10.2                           Exceptions.The restrictions contained in Article 10.1 shall not apply so as to prevent theParties from making any disclosure required by law or by any securitiesexchange (including the regulations of the Securities and Exchange Commissionwith respect to public disclosure of the entry into this agreement and the *pro forma* effect of this transaction onthe financial statements of Blyth) 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.

# **ARTICLE 11– COOPERATION WITH RESPECT TO TAX AND FINANCIAL INFORMATION**

11.1                          Cooperation.  Purchaser shall cooperate fully, as and tothe extent reasonably requested in writing by the Seller, in connection withthe preparation and filing of tax returns and any audit or other proceedingwith respect to taxes and the preparation of financial statements and any auditthereof.

Such cooperationshall include the prompt signing of any returns, amended returns, claims orother documents necessary for the other party to accurately and timely satisfyits United States, state and/or foreign tax reporting obligations.  Such cooperation shall also include theprompt provision of financial records and information which are relevant to anytax reporting obligations of the other party or preparation of financialstatements.  Purchaser shall make its andthe relevant group Company’s employees (or other delegates and advisors)available on a mutually convenient basis to the other party in order to provideadditional information and explanation of

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any materialprovided hereunder.  Moreover, Purchasershall use its best efforts to deliver a final set of closing financialstatements with respect to the Group by July 14, 2006, which shall under nocircumstances be delivered later than 5 working days after July 14, 2006.

11.2                          Expenses.Notwithstanding any other provision hereof, each party will bear its ownexpenses in complying with the foregoing provisions. However, Blyth and Sellershall pay and/or reimburse the costs, disbursements and (out of pocket)expenses charged by a third party (e.g. auditor/accountant/tax advisor) andincurred by Purchaser and/or any of the Group Companies in relation to thecooperation pursuant to this Article 11 and the preparation, execution andcarrying into effect of this Article 11.

**ARTICLE 12 - GOVERNING LAW ANDARBITRATION**

12.1                          GoverningLaw. This Agreement shall be governed by and construed in accordance withthe laws of The Netherlands.

12.2                          Arbitration.All disputes arising in connection with this Agreement, or further agreementsor contracts resulting thereof, shall be finally settled in accordance with theArbitration Rules of the Netherlands Arbitration Institute (“*Nederlands Arbitrage Instituut*”). Thearbitral tribunal shall be composed of three arbitrators. The place ofarbitration shall be Amsterdam. The arbitral procedure shall be conducted inthe English language. The arbitral tribunal shall decide according to the rulesof law (“*naar de regelen des rechts*”).Consolidation of the arbitral proceedings with other arbitral proceedingspending in The Netherlands, as provided in art. 1046 of The Netherlands Code ofCivil Procedure is excluded.

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**IN WITNESS WHEREOF** this Agreement has beenexecuted on the day and year first above written.

 
| The Purchaser:                   |                                        | The Companies and the Dutch Subsidiaries          |
|----------------------------------|---------------------------------------------|---------------------------------------------------|
| **MONCEAU  DEELNEMINGEN I B.V.** |                                        | **SCHOTHUIS HOLDING HOLLAND (S.H.H)  B.V.****SC** |
|                             |                                        |                                              |
|                             |                                        |                                              |
|                             |                                        |                                              |   |   |
| By:                              | Joseph Hendrikus  Maria Rijper              |                                              | By: | Ronald van Veen |
| Title:                           | Managing  Director                          |                                              | Title: | Managing Director |
|                             |                                        |                                              |
|                             |                                        |                                              |
| The Seller:                      |                                        |                                              |
| **BLYTH  HOLDING B.V.******      | ** **                                  | **EDELMAN B.V.**                                  |
|                             |                                        |                                              |
|                             |                                        |                                              |
|                             |                                        |                                              |   |   |
| By:                              | Robert Jeffrey  Carr                        |                                              | By: | Ronald van Veen |
| Title:                           | Managing  Director                          |                                              | Title: | Managing Director |
|                             |                                        |                                              |
|                             |                                        |                                              |
| The Guarantor:                   |                                        |                                              |
| **BLYTH,  INC.******             | ** **                                  | **EURO-DECOR B.V.**                               |
| ** **                       | ** **                                  | ** **                                        |
| ** **                       | ** **                                  | ** **                                        |
| ** **                       | ** **                                  | ** **                                        | ** ** | ** ** |
| By:                              | Robert Barghaus                             |                                              | By: | Ronald van Veen |
| Title:                           | Vice President  and Chief Financial Officer |                                              | Title: | Managing Director |
|                             |                                        |                                              |   |   |
|                             |                                        |                                              |   |   |
| **SEMFAR  B.V.**                 | ** **                                  | **SEMFAR B.V.**                                   |
|                             |                                        |                                              |
|                             |                                        |                                              |
|                             |                                        |                                              |   |   |
| By:                              |                                        |                                              | By: | Ronald van Veen |
| Title:                           | Managing  Director                          |                                              | Title: | Managing Director |
|                                  |                                             |                                                   |  |  |  |  |

 

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