**Exhibit10.16**

**DATED APRIL 12, 2006**

**Between**

**SMFMANAGEMENT CONSULTANTS B.V.**

**(asPurchaser)**

**and**

**BLYTHHOLDING B.V.**

**(asSeller)**

**and**

**BLYTH,INC.**

**(asGuarantor)**

**and**

**JOHANNESVAN TOL**

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**SHARE SALE AND PURCHASE AGREEMENT**

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**THISSHARE SALE AND PURCHASE AGREEMENT**is made on this 12th day ofApril, 2006 (the **“Agreement”**)

Between:

(1)                                  **SMF MANAGEMENT CONSULTANTS B.V.**a private limited liabilitycompany organized and existing under the laws of The Netherlands (the **“Purchaser”**). The Purchaser is a subsidiary of NijenvesteHolding B.V. with its principal place of business at Dijkstraat 14, 7121ETAalten,****The Netherlands;

and

(2)                                  **BLYTH, INC.**, a corporation organized and existing under thelaws of the state of Delaware, United States of America, with its principalplace of business at One East Weaver Street, Greenwich, CT 06831, United Statesof America (“**Blyth**”);

and

(3)                                  **BLYTH HOLDING B.V.,**aprivate limited liability company organized and existing under the laws of TheNetherlands with its registered office in Tilburg and its principal place ofbusiness at Gesworenhoekseweg 8, 5047 TM in Tilburg,****TheNetherlands****(the **“Seller”**);

and

(4)                                  **JOHANNES VAN TOL**, a private individual, residing atDijkstraat 14, 7121 ET, Aalten, The Nethertlands (“**Van Tol**”),

**WHEREAS**:

(A)                              Selleris the legal and beneficial owner of the entire issued share capital ofKaemingk B.V., a private limited liability company organized and existing underthe laws of The Netherlands with its registered office at Amsterdam and itsprincipal place of business at Broekstraat 13, 7122 MN, Aalten, The Netherlands(the **“Company”**);

(B)                                TheCompany is in the business of designing and selling Christmas and spring items;

(C)                                VanTol, being the ultimate owner of the Purchaser, sold the Company through hisholding company, Nijenveste Holding B.V., to the Seller pursuant to theOriginal Agreement and has remained the managing director of the Company forthe entire period through the Closing Date; and

(D)                               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 Company, consisting of 2000 shares,nominal value €45.00 per share, numbered 1 to 2000 (the “**Shares**”), for the consideration and on theterms and subject to the conditions contained in this Agreement.

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(E)                                 Blyth,being the sole shareholder of the Seller, has agreed to guarantee theobligations of the Seller.

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

# **ARTICLE 1 - DEFINITIONS AND INTERPRETATION**

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 **Schedule 1**.

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

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

2.1                                 Saleand Purchase. The Seller hereby, subject to the terms and conditions of theAgreement, sells (*“verkoopt”*) the Shares toPurchaser, and Purchaser hereby, subject to the terms and conditions of thisAgreement, purchases (*“koopt”*) theShares from the Seller.

2.2                                 Transfer.At Closing, the Seller agrees to transfer *(“leveren”)* toPurchaser the Shares and the Purchaser agrees to accept the transfer of theShares from the Seller.

# **ARTICLE 3 – CONSIDERATION FOR THE SHARES**

3.1                                PurchasePrice. The consideration for the Shares payable by Purchaser to Sellershall consist of a fixed amount payable at Closing (the “**Consideration**”).

3.2                                Considerationpayable at Closing. TheConsideration payable by Purchaser to Seller at Closing shall, subject toreduction as provided in Article 3.4, be €34,000,000 (Thirty Four Million Euro),all of which shall be paid at Closing to the Seller.

3.3                                Payment.The Consideration shall be satisfied by payment in cash by the Purchaser to theSeller on the Closing Date.

3.4                                Adjustmentof Consideration. The Consideration shall be reduced by the amount owingfrom Seller to Purchaser under Article 5.1.3. of the Original Agreement, whichPurchaser agrees shall fully and finally satisfy of any and all amounts owingfrom Seller to Purchaser under Article 5.1. of the Original Agreement inconnection with the Deed of Assignment. The amount to be reduced is €5,500,000(Five Million, Five Hundred Thousand Euros).

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**ARTICLE 4 – CLOSING**

4.1                                 Timeand Place of Closing. Closing shall take place at the offices of NautaDutilhN.V., Strawinskylaan 1999, 1077 XV, Amsterdam, The Netherlands, at****10:00****a.m. on April 12,2006 or at such other place and time as shall be mutually agreed between theParties, where all (and not some only) of the events described in this Article4 shall occur.

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

(a)                       deliver orcause to be delivered to the Purchaser:

(i)                           the original Shareholders Register;

(b)                      execute:

(i)                           theNotarial Transfer Deed;

(ii)                        the EscrowTermination Instructions;

(c)                       cause:

(i)                           the Company to execute the Notarial Transfer Deed;

(d)                      authorize the civil law notary executing theNotarial Transfer Deed to make the relevant entries in the ShareholdersRegister.

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 theNotarial Transfer Deed;

(b)                      instruct thecivil law notary of NautaDutilh N.V. (who, prior to Closing, shall havereceived from the Purchaser an amount equal to the Consideration on its thirdparty account) to pay the Consideration to a bank account designated by theSeller (or as otherwise be designated by the Seller in writing), and Seller’sreceipt thereof shall be an absolute discharge therefor.

4.4                               Seller’sand Purchaser’s Post- Closing Obligations.

Within four months afterClosing Date, Purchaser and Seller shall determine in good faith theIntercompany Receivable and shall promptly make payment thereof.

 4.5                              Non-Compliance. Ifthe Seller or Purchaser fails to perform any action required from it underArticle 4.2 or 4.3, the other Party may, at its option and without prejudice toany of its other rights and claims (including, also if this Agreement isterminated, any right to payment of damages):

(a)                                  demandthat the defaulting Party performs the relevant actions on a day and

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at a time to bedetermined by the non-defaulting Party; or

(b)                                 terminatethis Agreement by written notice (without any liability towards the defaultingParty).

# **ARTICLE 5 - REPRESENTATIONS AND WARRANTIES**

5.1                                 Warrantiesof the Seller. The Seller represents, warrants and undertakes (*“verklaart, staat er voor in en garandeert”*) to and with thePurchaser that each of the Warranties is at the date of this Agreement true andaccurate.

# **ARTICLE 6 - REMEDIES FOR BREACHES**

6.1                                 Breachesand Infringements. In the event of an infringement (“*inbreuk*”)of any of the Warranties given by the Seller or in the event of a default (“*tekortkoming*”) in the compliance (“*nakoming*”)by the Seller of any other obligations under this Agreement (collectively: a **“Breach”**), the Seller shall reimburse and hold harmless (“*schadeloos stellen”*) either the Purchaser or the Company (atthe option of the Purchaser) for all damages, losses, reasonable costs andexpenses (**“Damages”**) suffered by the Purchaser orthe Company as a result of the Breach, without prejudice to other statutoryrights of the Purchaser.

6.2                                 Damages.The Parties agree that the Damages shall include the amount necessary to putthe Purchaser – or at the option of the Purchaser, the Company – in a positionsimilar to the position the Purchaser or Company would have been in without therelevant Breach

6.3                                 Claimon behalf of the Company. It is expressly understood that if and to theextent 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 Company as thirdparty beneficiary of the right to be reimbursed and held harmless pursuant tothis Article 6, provided, however, that it cannot claim reimbursement of thesame Damages twice. Also, for the avoidance of doubt it is expressly confirmedand understood that where this Article 6 refers to “Damages suffered by thePurchaser or the Company”, such damages shall not be deemed to have been doublyincurred by both the Purchaser and the Company, which means that any Damagessuffered for which the Company is reimbursed cannot be claimed twice by thePurchaser, and vice versa.

6.4                                 AdditionalIndemnity. In addition, and without prejudice to Article 6.1, the Sellershall indemnify and hold the Purchaser andthe Company harmless from any and all Damages arising out of or inconnection with all liability of the Company for Taxes attributable to taxperiods ending on or before the Closing Date, to the extent not reservedagainst in the Company’s balance sheet it being understood and agreed that (i)the threshold as set forth in Article 6.7 shall not apply and (ii) in the eventthe Tax

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authorities haveperformed a full Tax audit in respect of a financial year and all Taxliabilities arising out of such Tax audit have been fully and finally settledby the Company, the liability of the Seller under this Article 6.4 shall beextinguished for (a) the Tax liabilities for which such Tax audit was performedand (b) such financial year (only).

6.5.                              Limitation of Liability. Subject to Article 6.8, the aggregateamount to which the Purchaser shall be subject pursuant to this Agreement shallbe limited to €5,000,000.

6.6                                Survival. Subject to Article 6.8, allWarranties shall survive the Closing Date for three (3) years.

6.7                                Threshold.

(i)                                    The Purchasershall not be entitled to seek indemnification for any Claim for Breach unlessthe total amount of Damages arising from such Breach exceeds €25,000;

(ii)                                 Subject to Article6.8, the Purchaser agrees not to enforce any Claim until the aggregate amountof all indemnifiable Claims exceeds €250,000 and then the Purchaser shall beentitled to recover all Claims from the first Euro.

6.8                                 Qualifications to Limitations. If in any case aClaim has arisen by reason of:

(i)                                     fraud or wilful concealment or dishonesty or deliberate non-disclosureon the part of the Seller prior to the date of this Agreement; or

(ii)                                  the Seller not having good and unencumbered title to any of the Shares(other than as a result of a breach by Purchaser in the Original Agreement);

(iii)                               the Seller or anysignatory on its behalf being claimed not to have had legal authority orcapacity to enter into the Agreement or any agreement ancillary thereto;

then in any such casenone of the limitations set forth in Articles 6.5, 6.6 and 6.7 shall apply.

6.9                                 Eventsafter Closing. No Claim by Purchaser for any Breach shallarise to the extent that the Claim arises as a result of (i) any change in theaccounting principles applied by the Company subsequent to Closing, or of (ii)any changes in 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.

6.10                           Paymentsreceived. If the Seller has made a payment for damages andthe Purchaser or the Company simultaneously therewith or subsequently theretoreceives any benefit (tax, insurance or otherwise) other than from the Sellerwhich would not have been received but for the circumstance giving rise to theClaim in respect of which the payment for damages was made by the Seller, thePurchaser shall, once it or the

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Company has received the benefit, forthwith repayto the Seller an amount equal to the lesser of the amount of such benefit andthe amount paid by the Seller.

6.11                          ClaimProcedure.

(a)                                 ThePurchaser shall give the Seller written notice (the **“IndemnificationNotice”**) of any facts and the circumstances giving rise to a Claimwithin 30 days of the Purchaser’s becoming aware of the facts and circumstancesgiving rise to such Claims. However, failure of the Purchaser to give suchnotice within such 30-day period shall not relieve the Seller of its liabilitywith respect to such Claim except to the extent that Purchaser’s failure togive notice within such period causes damages to Seller.

(b)                                Ifthe Claim relates to a claim or the commencement of an action or proceeding bya Third Party against the Company and/or the Purchaser, then the Seller shallhave, upon request within sixty (60) days after receipt of the IndemnificationNotice (but not in any event after the settlement or compromise of such Claim),the right to defend, at its own expense and by its own counsel, any such matterinvolving the asserted liability of the Company and/or the Purchaser; provided,however, that if the Company and/or the Purchaser determines that there is areasonable probability that a Claim may materially and adversely affect it, itshall at its own discretion have the right to defend (with the participation ofthe Seller, if the Seller so elects), compromise or settle such claim or suit,provided however the Seller has been timely informed of settlement negotiations.If the Seller shall decide that it will not defend, at its own expense and byits own counsel, any such matter involving the asserted liability of theCompany and/or the Purchaser and the Company and/or the Purchaser shall incurcosts directly or indirectly relating to this decision of the Seller, thePurchaser shall have full recourse against the Seller as to the costs 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 thirty (30) 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 thirty-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.

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**ARTICLE 7 – NON-COMPETITION**

7.1.                              Blythand the Seller hereby undertake towards both the Purchaser and the Company thatthey will not themselves or allow any of the companies of their group withoutthe prior written consent of the Purchaser,

(a)                                  usethe name “Kaemingk” or any abbreviation thereof or any combination includingsuch name, or the logo of the Company.

(b)                                 persuadeor cause, or attempt to persuade any employee or any distributor or commercialagent of the Company to terminate his relationship with the Company, or employor engage any such person within 1 (one) year after Closing, or take any actionthat may result in the impairment of the relationship between such employee ordistributor or commercial agent and the Company;

7.2.                             ThePurchaser and Van Tol hereby undertake towards the Seller that they will notthemselves or allow any of the companies of their group without the priorwritten consent of the Seller,

(a)                                  persuadeor cause, or attempt to persuade any employee or any distributor or commercialagent of Blyth or a company belonging to Blyth’s group to terminate hisrelationship with Blyth or a company belonging to Blyth’s group, or employ orengage any such person within 1 (one) year after Closing, or take any actionthat may result in the impairment of the relationship between such employee ordistributor or commercial agent and Blyth or a company belonging to Blyth’sgroup;

# **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. The Company shall not pay any fees or othercosts of outside advisors in connection with the transactions contemplatedhereby.

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: | Blyth Holding B.V.      |
|----------------|-------------------------|
|           | c/o Blyth, Inc.    |
|           | One East Weaver  Street |
|           | Greenwich, CT  06831    |

 

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|                   | United States of  America              |
|-------------------|----------------------------------------|
|              | Telephone No: +1  203 552 6617         |
|              | Facsimile No: +1  203 552 4644         |
|              | Attention:  Marcia Pontius             |
|              |                                   |
| With a copy to:   | Baker & McKenzie, Attorneys at Law |
|              | Postbus 2720                           |
|              | 1000 CS  Amsterdam                     |
|              | The Netherlands                        |
|              | Telephone No:  +31 20 55 17 555        |
|              | Fascimile No:  +31 20 626 79 49        |
|              | Attention:  Jeroen Hoekstra            |
|              |                                   |
| To the Purchaser: | SMF Management Consultants             |
|              | Dijkstraat 14,  7121 ET Aalten,        |
|              | The Netherlands                        |
|              | Telephone No: +  31 543 47 31 51       |
|              | Facsimile No: +  31 543 47 34 68       |
|              |                                   |
| With a copy to:   | NautaDutilh N.V.                       |
|              | G.J. Rooijens                          |
|              | Weena 750                              |
|              | 3014 DA  Rotterdam                     |
|              | The Netherlands                        |
|              | Telephone No:  +31 10 224 0272         |
|              | Facsimile No:  +31 10 224 0055         |

Any notice, demand orother communication so addressed to the relevant Party shall be deemed to havebeen delivered (a) if given or made by letter, when actually delivered to therelevant address; and (b) if given or made by fax, when dispatched.

8.3                                 Waiver.No failure or delay by the Purchaser in exercising any right, power or remedyunder this 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 the Purchaser of any breach by the Seller of any provision hereofshall be deemed to be a waiver of any subsequent breach of that or any otherprovision hereof.

8.4                                 Assignment.This Agreement and the rights thereunder shall be assignable only by thePurchaser.

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 and it is expressly declared that no variations ofthis Agreement shall be effective unless made in writing and executed by theParties.

8.6                                 Continuityof obligations. All the provisions of this Agreement shall remain in full

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force and effectnotwithstanding Closing (except insofar as they set out obligations that havebeen fully performed at Closing).

8.7                                 Severability. If any provision or part of a provision of this Agreement shall be,or be found by any authority or court of competent jurisdiction to be, invalidor unenforceable, such invalidity or unenforceability shall not affect theother provisions or parts of such provisions of this Agreement, all of whichshall remain in full force and effect.

8.8                                 Other Rights and Remedies. Any right of termination conferred upon thePurchaser hereby shall be in addition to and without prejudice to all otherrights and remedies available to it (and, without prejudice to the generalityof the foregoing, shall not extinguish any right to damages to which thePurchaser may be entitled in respect of the breach of this Agreement) and noexercise or failure to exercise such a right of termination shall constitute awaiver by the Purchaser of any such other right or remedy.

8.9                                 Further acts. Upon and after Closing the Seller and the Purchaser shall do andexecute or cause to be done and executed all such further acts, deeds,documents and things as may be necessary to give effect to the terms of thisAgreement. 

8.10                           Merger Committee. The Parties have notified the Merger Committeepursuant to the Fusiegedragsregels 2000 (**Schedule4**).

8.11                           Interpretation. This Agreement shall constitute an allocation of risks betweenthe parties. The Parties deem the security they may derive from the provisionsof this Agreement essential.

8.12                           Waiver of Rights. To the extent permittedby law, the Parties hereby waive their rights under Articles 6:228 through6:230 and 6:265 through 6:272, respectively, of the Civil Code to rescind (*ontbinden*) or nullify (*vernietigen*) on the ground of mistake (*dwaling*) (which shall include a partialamendment of this Agreement based upon an alleged mistake), or demand in legalproceedings the rescission (*ontbinding*)or nullification (*vernietiging*)of this Agreement.

8.13                           Exclusivity of Remedies. The Purchaser herebyconfirms that with respect to Article 7:17 of the Dutch Civil Code, thisAgreement and the Warranties which are included herein, are Purchaser’sexpectancy with respect to this Agreement, as contemplated by Article 7:17.

8.14                           To the extent this isreasonably required by the Seller, the Purchaser shall procure that the Companyshall without delay provide to the Seller such information and access to, andcopies of, the corporate books and records of each of the Company, and providesuch other assistance (e.g., by making available employees to provideadditional information and explanationof any materials so provided) as may reasonably be requested by the Seller, asbeing necessary or incidental to the Seller in properly fulfilling itsobligations pursuant to Tax laws and regulations or otherwise dealing with Taxaffairs in respect of the period prior to the Closing Date. If with respect tothe period prior to the Closing Date the Company is notified of a Tax audit, orreceives an assessment or other correspondence from the Tax authorities, thePurchaser shall (and the Purchaser shall procure that the Company shall)promptly inform the Seller, and the

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Seller and the Purchaser andthe Company shall consult with each other and seek agreement on the appropriatecourse of action, taking into account the best interests of the Seller.

8.15                           Original Agreement. The Parties agree that theOriginal Agreement will terminate immediately upon Closing, as the Company isto be sold and will be transferred by the Seller to the Purchaser subject toClosing. Parties acknowledge that each Party has fulfilled its obligations underthe Original Agreement and each Party hereby waives any right it may have underthe Original Agreement.

# **ARTICLE 9 – RESTRICTION ON ANNOUNCEMENTS**

9.1                                 Each of the Parties hereto undertake thatprior to Closing and thereafter it will not (save as required by law) make anyannouncement in connection with this Agreement, unless the other Party heretoshall have given its written consent to such announcement (which consent maynot be unreasonably withheld and may be given either generally or in a specificcase or cases and may be subject to conditions), it being expressly understoodthat Seller may disclose this Agreement in a Current Report on Form 8-K to befiled with the Securities and Exchange Commission within four business days ofthe execution of this Agreement and in such other forms as shall be required tobe filed with the Securities and Exchange Commission.

# **ARTICLE 10 – CONFIDENTIALINFORMATION**

10.1                           Non-disclosure. The Parties undertake that they shall treat as strictly confidentialall Confidential 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, 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 groupand subject 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 toprevent the Parties from making any disclosure required by law or by anysecurities exchange or supervisory or regulatory or governmental body pursuantto rules to which the relevant Party is subject or from making any disclosureto any professional adviser for the purposes of obtaining advice (providedalways that the provisions of this Article shall apply to and the Parties shallprocure that they apply to, and are observed in relation to, the use ordisclosure by such professional adviser of the information provided to him) norshall the restrictions apply in respect of any information which comes into thepublic domain otherwise than by a breach of this Article by the Parties.

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**ARTICLE 11 – GUARANTOR**

Blyth as Guarantor.Blyth hereby irrevocably and unconditionally guarantees (i) the due performanceby the Seller of its respective obligations under, and compliance by the Sellerwith the terms of, this Agreement, and (ii) the full and prompt payment whendue of all obligations and liabilities of the Seller to the Purchaser underthis Agreement. The obligations of Blyth hereunder shall constitute a direct, primary andunconditional liability to pay on demand to the Purchaser any sum or sums whichthe Seller may be or become liable to pay hereunder without the need for anyclaim or recourse on the part of the Purchaser against the Seller.

**ARTICLE 12 – GOVERNING LAW AND JURISDICTION**

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

12.2                           Forum.All disputes arising in connection with this Agreement, or further agreementsor contracts resulting thereof, shall be submitted to the competent court inAmsterdam (subject to appeal as provided by law).

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**INWITNESS WHEREOF** this Agreement has been executed on the dayand year first above written.
| SELLER:                                           |
|---------------------------------------------------|
| BLYTH HOLDING  B.V.                               |
|                                              |
|                                              |
|                                              |   |
| By:                                               |
| Title:                                            |
|                                              |
|                                              |
| PURCHASER:                                        |
| SMF MANAGEMENT  CONSULTANTS B.V.                  |
|                                              |
|                                              |
|                                              |   |
| By: Neijenveste  Holding B.V.                     |
| Title: managing  director                         |
| By: Mr. J. van  Tol                               |
| Title: managing  director                         |
|                                              |
|                                              |
| GUARANTOR:                                        |
| BLYTH, INC.                                       |
|                                              |
|                                              |   |
| By:                                               |
| Title:                                            |
|                                              |
|                                              |
| And exclusively  for Article 7 (Non-Competition): |
|                                              |
| JOHANNES VAN TOL                                  |

 

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