Exhibit
10.1


 


 


 


	
  

  	
   

  	
   

  
	
   

  	 

	
  ASSET
  PURCHASE AGREEMENT

  	 

	
   

  	 

	
  BETWEEN

  	 

	
   

  	 

	
  MVP
  GROUP INTERNATIONAL, INC.

  	 

	
   

  	 

	
  AND

  	 

	
   

  	 

	
  CANDLE
  CORPORATION OF AMERICA

  	 

	
   

  	 

	
  dated
  as of

  	 

	
   

  	 

	
  April
  27, 2007

  	 

	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
				



 


 


 
















TABLE
OF CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  BASIC TRANSACTION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Purchase and Sale of Assets

  	
   

  	
  8

  
	
   

  	
  (B)

  	
  Assumption of Liabilities

  	
   

  	
  8

  
	
   

  	
  (C)

  	
  Purchase Price

  	
   

  	
  8

  
	
   

  	
  (D)

  	
  The Closing

  	
   

  	
  8

  
	
   

  	
  (E)

  	
  Deliveries at the Closing

  	
   

  	
  9

  
	
   

  	
  (F)

  	
  Purchase Price Allocation

  	
   

  	
  9

  
	
   

  	
  (G)

  	
  Net Asset Value Adjustment

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  SELLER’S REPRESENTATIONS AND WARRANTIES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Organization of Seller

  	
   

  	
  12

  
	
   

  	
  (B)

  	
  Authorization of Transaction

  	
   

  	
  12

  
	
   

  	
  (C)

  	
  Non-contravention

  	
   

  	
  12

  
	
   

  	
  (D)

  	
  Brokers’ Fees

  	
   

  	
  12

  
	
   

  	
  (E)

  	
  Title to Assets

  	
   

  	
  12

  
	
   

  	
  (F)

  	
  Selected Financial Data

  	
   

  	
  13

  
	
   

  	
  (G)

  	
  [RESERVED]

  	
   

  	
  14

  
	
   

  	
  (H)

  	
  Leased Real Property

  	
   

  	
  14

  
	
   

  	
  (I)

  	
  Acquired Intellectual
  Property

  	
   

  	
  15

  
	
   

  	
  (J)

  	
  Acquired Tangible Assets

  	
   

  	
  17

  
	
   

  	
  (K)

  	
  Acquired Inventory

  	
   

  	
  17

  
	
   

  	
  (L)

  	
  Acquired Contracts

  	
   

  	
  17

  
	
   

  	
  (M)

  	
  Acquired Receivables

  	
   

  	
  17

  
	
   

  	
  (N)

  	
  Environmental, Health, and
  Safety Matters

  	
   

  	
  18

  
	
   

  	
  (O)

  	
  Legal Compliance

  	
   

  	
  19

  
	
   

  	
  (P)

  	
  Tax Matters

  	
   

  	
  19

  
	
   

  	
  (Q)

  	
  Litigation

  	
   

  	
  19

  
	
   

  	
  (R)

  	
  Product Warranty; Product
  Liability

  	
   

  	
  19

  
	
   

  	
  (S)

  	
  Solvency

  	
   

  	
  20

  
	
   

  	
  (T)

  	
  Employees

  	
   

  	
  20

  
	
   

  	
  (U)

  	
  Accounts Payable

  	
   

  	
  20

  
	
   

  	
  (V)

  	
  Acquired Assets

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  BUYER’S REPRESENTATIONS AND WARRANTIES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Organization of Buyer

  	
   

  	
  20

  
	
   

  	
  (B)

  	
  Ownership of Buyer

  	
   

  	
  20

  
	
   

  	
  (C)

  	
  Authorization of
  Transaction

  	
   

  	
  20

  
	
   

  	
  (D)

  	
  Non-contravention

  	
   

  	
  21

  
	
   

  	
  (E)

  	
  Brokers’ Fees

  	
   

  	
  21

  
							



 



 i
 









 


	
  SECTION 5.

  	
   

  	
  [RESERVED]

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  POST-CLOSING COVENANTS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  General

  	
   

  	
  21

  
	
   

  	
  (B)

  	
  Transition

  	
   

  	
  22

  
	
   

  	
  (C)

  	
  Non-Competition

  	
   

  	
  22

  
	
   

  	
  (D)

  	
  Preservation of Records

  	
   

  	
  24

  
	
   

  	
  (E)

  	
  Release of Guaranty

  	
   

  	
  24

  
	
   

  	
  (F)

  	
  Wal-Mart Relationship

  	
   

  	
  24

  
	
   

  	
  (G)

  	
  Employee Matters

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  CONDITIONS TO OBLIGATION TO CLOSE

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Conditions to Buyer’s
  Obligation

  	
   

  	
  25

  
	
   

  	
  (B)

  	
  Conditions to Seller’s Obligation

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  REMEDIES FOR BREACHES OF THIS AGREEMENT

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Survival of Representations
  and Warranties

  	
   

  	
  28

  
	
   

  	
  (B)

  	
  Indemnification Provisions
  for Buyer’s Benefit

  	
   

  	
  28

  
	
   

  	
  (C)

  	
  Indemnification Provisions
  for Seller’s Benefit

  	
   

  	
  28

  
	
   

  	
  (D)

  	
  Limitations

  	
   

  	
  29

  
	
   

  	
  (E)

  	
  Matters Involving Third
  Parties

  	
   

  	
  29

  
	
   

  	
  (F)

  	
  Determination of Adverse
  Consequences

  	
   

  	
  29

  
	
   

  	
  (G)

  	
  Exclusive Remedy

  	
   

  	
  30

  
	
   

  	
  (H)

  	
  Blyth Guaranty

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  [RESERVED]

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (A)

  	
  Press Releases and Public
  Announcements

  	
   

  	
  30

  
	
   

  	
  (B)

  	
  No Third-Party
  Beneficiaries

  	
   

  	
  31

  
	
   

  	
  (C)

  	
  Entire Agreement

  	
   

  	
  31

  
	
   

  	
  (D)

  	
  Succession and Assignment

  	
   

  	
  31

  
	
   

  	
  (E)

  	
  Payments to Buyer

  	
   

  	
  31

  
	
   

  	
  (F)

  	
  Counterparts

  	
   

  	
  31

  
	
   

  	
  (G)

  	
  Headings

  	
   

  	
  32

  
	
   

  	
  (H)

  	
  Notices

  	
   

  	
  32

  
	
   

  	
  (I)

  	
  Governing Law

  	
   

  	
  33

  
	
   

  	
  (J)

  	
  Amendments and Waivers

  	
   

  	
  33

  
	
   

  	
  (K)

  	
  Severability

  	
   

  	
  33

  
	
   

  	
  (L)

  	
  Expenses

  	
   

  	
  33

  
	
   

  	
  (M)

  	
  Construction

  	
   

  	
  33

  
	
   

  	
  (N)

  	
  Incorporation of Exhibits
  and Schedules

  	
   

  	
  33

  
	
   

  	
  (O)

  	
  Confidentiality Agreement

  	
   

  	
  33

  
							



 



 ii
 









Schedules and Exhibits


	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1A

  	
   

  	
  —

  	
   

  	
  Acquired Contracts

  
	
  Schedule 1B

  	
   

  	
  —

  	
   

  	
  Acquired Intellectual Property

  
	
  Schedule 2

  	
   

  	
  —

  	
   

  	
  Assumed Purchase Orders

  
	
  Schedule 3

  	
   

  	
  —

  	
   

  	
  Excluded Assets

  
	
  Schedule 4

  	
   

  	
  —

  	
   

  	
  Purchase Price Allocation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  —

  	
   

  	
  Forms of Assignments

  
	
  Exhibit B

  	
   

  	
  —

  	
   

  	
  Form of Assumption

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Selected Financial Data

  
	
  Exhibit D

  	
   

  	
  —

  	
   

  	
  Transition Services Agreement

  
	
  Exhibit E

  	
   

  	
  —

  	
   

  	
  Form of Opinion of Seller’s Counsel

  
	
  Exhibit F

  	
   

  	
  —

  	
   

  	
  Forms of Opinions of Buyer’s Counsel

  
	
  Exhibit G

  	
   

  	
  —

  	
   

  	
  Form of Overstock Inventory Agreement

  
	
  Exhibit H

  	
   

  	
  —

  	
   

  	
  Form of Patent License Agreement

  
	
  Exhibit I

  	
   

  	
  —

  	
   

  	
  Form of Trademark License Agreement

  
	
  Disclosure Schedule

  	
   

  	
  —

  	
   

  	
  Exceptions to Representations and Warranties

  
							



 



 iii















ASSET
PURCHASE AGREEMENT


This Asset Purchase Agreement (this “Agreement”) is entered into
as of April 27, 2007, by and between MVP GROUP INTERNATIONAL, INC., a Kentucky
corporation (“Buyer”), CANDLE CORPORATION OF AMERICA, a New York
corporation (“Seller”), and, solely for purposes of Section 8(h),
Blyth, Inc., a Delaware corporation (“Blyth”).  Buyer and Seller are referred to collectively
herein as the “Parties.”


WHEREAS, Buyer desires to purchase from Seller certain assets used in
(and assume certain of the liabilities of Seller related to) the Blyth
Homescents International mass merchandiser candle and pot pourri business
conducted under the trademarks “Carolina”, “Kate’s Original Recipe” and “Florasense”
(the “Business”); and


WHEREAS, Seller desires to sell to Buyer such assets and assign to
Buyer such liabilities.


Now, therefore, in consideration of the foregoing premises and the
mutual promises herein made and the representations, warranties and covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows.


Section 1.               Definitions.


“Acquired Assets” means all of Seller’s right, title, and
interest in and to the following, and only the following, specified assets:


(a)           the Leased Real
Property;


(b)           the Acquired
Bentonville Assets;


(c)           the Acquired Memphis
Assets;


(d)           the Assumed Purchase
Orders;


(e)           the Acquired Receivables;


(f)            the Acquired Contracts;


(g)           the Acquired Intellectual Property;


(h)           the Acquired Inventory; and


(i)            the Acquired
Rights.


provided, however, that the
term “Acquired Assets” shall not include any of the Excluded Assets.


“Acquired Bentonville Assets” means all of the tangible assets
of Seller that are used to operate the Bentonville Facility.













“Acquired Contracts” means the agreements, contracts, leases,
subleases and other similar arrangements (in each case, whether written or
oral), and rights thereunder listed on Schedule 1A.


“Acquired Intellectual Property” means (i) the Intellectual
Property listed on Schedule 1B, provided, that, to the extent that
Seller uses any unregistered trademarks or fragrance names in connection with
the Business that are not listed on Schedule 1B, such unregistered
trademarks or fragrance names shall be Acquired Intellectual Property unless
expressly excluded on Schedule 3 (Excluded Assets) and (ii) the
copyright or other proprietary right embodied in any original works of
authorship either created by Seller or for which Seller has obtained the
intellectual property rights and which are transferred into Buyer’s physical
possession pursuant hereto.


“Acquired Inventory” means the finished goods inventory of the
Business listed on Exhibits INV 2.0 and 3.0 to the Closing Date Net
Asset Value Statement, which includes current and active inventory and
inventories related to the Assumed Purchase Orders, but excludes excess and
obsolete inventory and raw material inventory.


“Acquired Memphis Assets” means the tangible assets listed on Exhibits
PPE and CIP to the Closing Date Net Asset Value Statement.


“Acquired Receivables” means the accounts, notes, and other
receivables listed on Exhibits AR 1.0 and AR 1.1 to the Closing Date Net
Asset Value Statement after deduction of the Sterno-related accounts, notes and
other receivables listed in Exhibits AR 2.0 and AR 2.1 to the Closing
Date Net Asset Value Statement (without duplication).


“Acquired Rights” means all rights of Seller arising on or after
the Closing Date associated with the Acquired Contracts and all rights of Seller
associated with the Acquired Receivables.


“Additional Assurances” has the meaning set forth in Section
10(o) below.


“Adverse Consequences” means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
reasonable amounts paid in settlement, liabilities, obligations, taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorneys’
fees and expenses.


“Affiliate” has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act.


“Agent” has the meaning set forth in Section 10(d) below.


“Assumed Accounts Payable” means the accounts payable listed on Exhibits
AP 1.0, AP 2.0, AP 3.0 and AP 4.0 to the Closing Date Net Asset Value
Statement.


“Assumed Accrued Expenses” means the accrued expenses listed on Exhibits
AE, AE 1.0 and AE 2.0 to the Closing Date Net Asset Value Statement.



 2
 









“Assumed Liabilities” means the following, and only the
following, liabilities of the Seller:


(a)                                  the
Assumed Accounts Payable;


(b)                                 the
Assumed Purchase Orders;


(c)                                  the
Assumed Accrued Expenses;


(d)                                 all
obligations of Seller under the Acquired Contracts arising or accruing on or
after the Closing Date;


(e)                                  all
obligations of Seller under the Leases arising or accruing on or after the
Closing Date;


(f)                                    all
obligations arising out of Buyer’s operation of the Bentonville Facility on or
after the Closing Date; and


(g)                                 all
obligations arising out of Buyer’s operation of the Memphis Facility on or
after the Closing Date;


provided,
however, that the term “Assumed Liabilities” shall not include
any of the Excluded Liabilities.


“Assumed Purchase Orders” means the open inventory purchase
orders related to the Business as of 11:59 p.m., New York City time on the
Closing Date to be listed on the updated Schedule 2 to be delivered
pursuant to Section 2(g)(i), below.


“Bentonville Facility” means the office facility of Seller
located at 210 North Walton Blvd, Suite 21/22, Bentonville, Arkansas.


“Blocked Account” has the meaning set forth in Section 10(e)
below.


“Business” has the meaning set forth in the preface above.


“Buyer” has the meaning set forth in the preface above.


“Buyer Closing Date Net Asset Value Statement” has the meaning
set forth in Section 2(g) below.


“Cash” means cash and cash equivalents (including marketable
securities and short-term investments).


“CERCLA” has the meaning set forth in Section 3(n) below.


“Closing” has the meaning set forth in Section 2(d)
below.


“Closing Date” has the meaning set forth in Section 2(d)
below.



 3
 









“Closing Date Net Asset Value” means the Net Asset Value, as of
11:59 p.m., New York City time, on the Closing Date.


“Closing Date Net Asset Value Statement” has the meaning set
forth in Section 2(g) below; provided, however, that pending delivery of
the Closing Date Net Asset Value Statement as provided in such Section 2(g),
the term Closing Date Net Asset Value Statement shall mean Exhibit C
attached hereto, except that, to the extent that any of the assets and
liabilities shown on such Exhibit C have changed between the Financial
Statement Date and the Closing Date, such Exhibit C shall be deemed to
be adjusted to reflect such changes in the assets and liabilities shown thereon
during the period from the Financial Statement Date to and including the
Closing Date.


“Code” means the Internal Revenue Code of 1986, as amended.


“Confidentiality Agreement” means that certain Confidentiality
Agreement dated July 11, 2006 by and between the Buyer and Blyth.


“Confidential Information” has the meaning ascribed to such term
in the Confidentiality Agreement.


“Disclosure Schedule” has the meaning set forth in Section 3
below.


“Environmental, Health, and Safety Requirements” means all federal,
state, local, and foreign statutes, regulations, ordinances, and similar
provisions having the force or effect of law, all judicial and administrative
orders and determinations, and all common law concerning public health and
safety, worker health and safety, and pollution or protection of the
environment, including all those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous materials, substances, or wastes,
chemical substances or mixtures, pesticides, pollutants, contaminants, toxic
chemicals, petroleum products or byproducts, asbestos, polychlorinated
biphenyls, noise, or radiation.


“Excluded Assets” means (i) the Excluded Inventory and (ii) the
assets of the Seller that are listed on Schedule 3.


“Excluded Inventory” means the raw material inventory of the
Business listed on Exhibit INV 1.0 to the Closing Date Net Asset Value
Statement.


“Excluded Liabilities” means any liability or obligation of
Seller other than those set forth in the definition of “Assumed Liabilities”,
including: (a) any liability arising out of or relating to the operation of the
Business by Seller or Seller’s leasing, ownership or operating of real property
(other than any such operation or leasing for or on behalf of Buyer pursuant to
the Transition Services Agreement), including any liability relating to
products manufactured or distributed by or for the Seller; (b) any liability
under any Acquired Contract that arises out of or relates to any breach of such
Acquired Contract that occurred prior to the Closing Date; (c) any liability of
Seller or any of Seller’s Affiliates for Taxes, including any liability of
Seller or any of Seller’s Affiliates for Taxes as a result of Seller’s
operation of the Business or Taxes payable by Seller or any of Seller’s
Affiliates that will arise as a result of the sale of the Assets pursuant to 



 4
 









this Agreement; (d) any liability of Seller or any of
Seller’s Affiliates that is not an Assumed Accrued Expense and that relates to
payroll, vacation, sick leave, workers’ compensation, unemployment benefits,
pension benefits, health care plans or benefits or other employee plans or
benefits of any kind for Seller’s employees or former employees or both, in
every case arising out of and relating to Seller’s employment of such employees
or former employees and including any liability of Seller under any employment,
severance, retention or termination agreement with any employee of Seller or
any of Seller’s Affiliates; (e) any liability of Seller under this Agreement or
other document executed in connection with the transactions contemplated
hereby; and (f) any liability of Seller based upon Seller’s acts or omissions
occurring after the Closing.


“Final Closing Date Net Asset Value” has the meaning set forth
in Section 2(g) below.


“Financial Statement Date” means March 24, 2007.


“GAAP” means United States generally accepted accounting
principles as in effect from time to time, consistently applied.


“Guaranty” has the meaning set forth in Section 6(e)
below.


“Improvements” has the meaning set forth in Section 3(h)
below.


“Indemnified Party” has the meaning set forth in Section 8(d)
below.


“Indemnifying Party” has the meaning set forth in Section
8(d) below.


“Intellectual Property” means: (a) inventions (whether
patentable or unpatentable and whether or not reduced to practice),
improvements thereto, and patents, patent applications, and patent disclosures,
together with reissuances, continuations, continuations-in-part, revisions,
extensions, and reexaminations thereof, (b) trademarks, service marks, trade
dress, logos, slogans, trade names, Internet domain names and telephone
numbers, together with translations, adaptations, derivations, and combinations
thereof and including goodwill associated therewith, and applications,
registrations, and renewals in connection therewith, (c) websites, graphics,
designs, labels, packaging and other copyrightable works, copyrights, and
applications, registrations, and renewals in connection therewith, (d) product
specifications, formulations, trade secrets and confidential business
information (including ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing
and cost information, and business and marketing plans and proposals), (e)
computer software (including source code, executable code, data, databases, and
related documentation), (f) advertising and promotional materials, (g) other
proprietary rights, and (h) copies and tangible embodiments thereof (in
whatever form or medium).


“Key Customers” means the Persons identified as customers in the
Sales Figures.


“Knowledge” means actual knowledge of Charles Leichtweis, Steven
Kosmalski, or Robert B. Goergen, Jr. after reasonable investigation.


“Lease Consent” has the meaning set forth in Section 7(a)
below.



 5
 









“Leased Real Property” means the real property leased by Seller
and located at 210 North Walton Blvd, Suite 21/22, Bentonville, Arkansas and
6100 Holmes Road, Memphis, Tennessee.


“Leases” means the lease agreements or other contracts,
including all amendments, extensions, renewals, guaranties, and other
agreements with respect thereto, pursuant to which Seller holds any interest in
any Leased Real Property.


“Lenders” has the meaning set forth in Section 10(d)
below.


“Lien” means any mortgage, pledge, lien, right of way, easement,
encroachment, encumbrance, charge, claim or other security interest or
restriction on use other than (a) liens for Taxes not yet due and payable or
for Taxes that the taxpayer is contesting in good faith through appropriate proceedings
and as to which appropriate reserves have been established and (b) purchase
money liens and liens securing rental payments under capital lease
arrangements.


“Material Adverse Effect” means any effect that would be
materially adverse to the ability of any Party to consummate timely the
transactions contemplated hereby in accordance with the terms set forth herein.


“Memphis Facility” means Seller’s distribution center located at
6100 Holmes Road, Memphis, Tennessee.


“Net Asset Value” means the difference between (a) the sum of
the values of the Acquired Inventory, the Acquired Receivables, and the
Acquired Memphis Assets less (b) the amount of the Assumed Accounts Payable and
the Assumed Accrued Expenses, in each case determined in accordance with the Seller’s
Past Practice.


“Net Asset Value Adjustment” means the adjustment to the
Purchase Price provided for in Section 2(g).


“New Employees” has the meaning set forth in Section 3(t)
below.


“Ordinary Course of Business” means the ordinary course of the
Seller’s business as presently conducted it being understood and agreed that
the Seller and certain of its Affiliates are currently undertaking a
restructuring of the North American wholesale mass home fragrance business
conducted by Seller and such Affiliates (including the Business) with the
effect, among other things, of reducing the size and scope of such business,
and reducing the aggregate income of such business, and that all action(s)
taken in connection with such restructuring are, and for purposes of this
Agreement shall be deemed to be, in the ordinary course of the Seller’s
Business.


“Overstock Inventory Agreement” means the agreement to be
entered into on the date hereof by and between Buyer and Seller regarding the
transfer to Buyer by Seller of certain overstock inventory of Seller related to
the Business, the sale of such overstock inventory by Buyer and the division of
revenues from such sales, substantially in the form of Exhibit G hereto.


“Party” has the meaning set forth in the preface above.



 6
 









“Patent License Agreement” means the Patent License Agreement to
be entered into by and between Buyer and Seller, substantially in the form of Exhibit
H hereto.


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, any other business entity or a
governmental entity (or any department, agency, or political subdivision
thereof).


“Projections” has the meaning set forth in Section 3(f)
below.


“Purchase Price” has the meaning set forth in Section 2(c)
below.


“Real Property Laws” has the meaning set forth in Section
3(h) below.


“Release of Guaranty” has the meaning set forth in Section
6(e) below.


“Restricted Business” means selling Restricted Products in the
Restricted Territories.


“Restricted Customers” means Albertson’s, Big Lots, Boscovs,
Dollar General, Family Dollar, Fred Meyer, HEB, Kohls, Kroger, Longs, Michaels
Stores, Publix, Rite Aid, Ross, Stein Mart, TJX
Corp., Value City Dept., and Wal-Mart.


“Restricted Products” means candles, private label liquid or dry
pot pourri and private label incense.


“Restricted Territories” has the meaning set forth in Section
6(c) below.


“Sales Figures” has the meaning set forth in Section 3(f)
below.


“Securities Exchange Act” means the Securities Exchange Act of
1934, as amended.


“Selected Financial Data” has the meaning set forth in Section
3(f) below.


“Seller’s Past Practice” means the practices and procedures
(including, with respect to assumptions and estimates and methods of valuation
of inventory) used by Seller in the Ordinary Course of Business in valuing
assets and liabilities of the Seller for purposes of preparing financial
statements of the Seller in accordance with GAAP, which practices and
procedures have been disclosed to Buyer insofar as they relate to the valuation
of the assets and liabilities of the Seller that are included in the Net Asset
Value.


“Seller” has the meaning set forth in the preface above.


“Tax” or “Taxes” means any federal, state, local, or
foreign taxes, charges, fees, imposts or other assessments, including those
related to income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental (including
taxes under Code §59A), customs duties, capital stock, franchise, profits,
withholding, social security (or similar), unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any 



 7
 









kind whatsoever, whether computed on a separate or
consolidated, unitary or combined basis or in any other manner, including any
interest, penalty, or addition thereto, whether disputed or not.


“Tax Benefit” has the meaning set forth in Section 8(e)
below.


“Tax Return”
means any return, declaration, report, claim for refund, or information return
or statement relating to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.


“Third-Party Claim” has the meaning set forth in Section 8(d)
below.


“Trademark License Agreement” means the Trademark License
Agreement to be entered into by and between Buyer and Seller, substantially in
the form of Exhibit I hereto.


“Transaction Documents” has the meaning set forth in Section
3(b) below.


“Transition Services Agreement” means the Transition Services
Agreement to be entered into by and between Buyer and Seller, substantially in
the form of Exhibit D hereto.


Section 2.               Basic
Transaction.


(a)           Purchase and Sale
of Assets.  On and subject to
the terms and conditions of this Agreement, Buyer agrees to purchase from
Seller, and Seller agrees to sell, transfer, convey, and deliver to Buyer, all
of the Acquired Assets at the Closing for the consideration specified below in
this Section 2.


(b)           Assumption of
Liabilities.  On and subject
to the terms and conditions of this Agreement, Buyer agrees to assume and
become responsible for all of the Assumed Liabilities at the Closing.  Buyer will not assume or have any
responsibility, however, with respect to any other obligation or liability of
Seller not included within the definition of Assumed Liabilities.


(c)           Purchase
Price.  The Buyer agrees to pay to
the Seller $21,830,000 (the “Purchase Price”), by delivery of cash,
payable by wire transfer or delivery of other immediately available funds.  The Purchase Price is subject to adjustment
as provided in Section 2(g) below.


(d)           The Closing.  The closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the
offices of Nelson Mullins Riley & Scarborough LLP, in Atlanta, Georgia,
commencing at 10:00 a.m. local time on the date hereof (the “Closing Date”)
and the effective time of the Closing shall be 11:59 p.m. New York City time on
the Closing Date;


 



 8















(e)           Deliveries
at the Closing.  At the
Closing, (i) Seller will deliver to Buyer the various certificates,
instruments, and documents referred to in Section 7(a) below; (ii) Buyer
will deliver to Seller the various certificates, instruments, and documents referred
to in Section 7(b) below; (iii) Seller will execute, acknowledge (if
appropriate), and deliver to Buyer (A) an assignment in the form of Exhibit
A and (B) such other instruments of sale, transfer, conveyance, and
assignment as Buyer and its counsel may reasonably request; (iv) Buyer will
execute, acknowledge (if appropriate), and deliver to Seller (A) an assumption
in the form attached hereto as Exhibit B and (B) such other instruments
of assumption as Seller and its counsel may reasonably request; and (v) Buyer
will deliver to Seller the consideration specified in Section 2(c)
above.


(f)            Purchase Price Allocation.  The Purchase Price is being
allocated among the Acquired Assets by the Parties as set forth on Schedule
4 and if the Purchase Price is adjusted pursuant to Section 2(g),
below, such adjusted Purchase Price will be allocated in a manner consistent
with the allocation set forth on Schedule 4.  Such allocation is intended to comply with
the requirements of Section 1060 of the Internal Revenue Code of 1986, as
amended.  Seller and Buyer shall file
Form 8594 with their respective Tax Returns consistent with such
allocation.  The Parties shall treat and
report the transaction contemplated by this Agreement in all respects
consistently for purposes of any federal, state or local Tax, including the
calculation of gain, loss and basis with reference to the Purchase Price
allocation made pursuant to this Section 2(f).  The
parties shall not take any action or position inconsistent with the obligations
set forth in this Agreement.  Seller
agrees  to indemnify and hold Buyer and its
Affiliates harmless and Buyer hereby agrees to indemnify and hold Seller
harmless, from and against any and all losses, liabilities and expenses
(including additional income taxes and reasonable fees and disbursements of
counsel) that may be incurred by the indemnified party as a result of the
failure of the indemnifying party so to report the sale and purchase of the
Acquired Assets as required by applicable laws.


(g)           Net
Asset Value Adjustment.


(i)            No
later than ten (10) business days after the Closing, the Seller shall deliver
to the Buyer an unaudited statement of the Closing Date Net Asset Value which
will be in the same format as Exhibit C hereto, including with respect to
exhibits and schedules (the “Closing Date Net Asset Value Statement”),
together with (A) a certificate of an authorized officer of the Seller stating
that the Closing Date Net Asset Value Statement was prepared in accordance with
Seller’s Past Practice and (B) an updated Schedule 2 (listing of Assumed
Purchase Orders) which updated Schedule 2 will be in the same format as Schedule
2 attached hereto and will reflect the open purchase orders related to the
Business as of 11:59 p.m., New York City time on the Closing Date.  The Buyer shall notify the Seller, in
writing, within ten (10) business days of Seller’s delivery of the Closing Date
Net Asset Value Statement whether it agrees or disagrees with the Closing Date
Net Asset Value as shown on the Closing Date Net Asset Value Statement.  If the Buyer agrees with the Closing Date Net
Asset Value Statement, then the Closing Date Net Asset Value shall be deemed to
be the Final Closing Date Net Asset Value (as defined below) and, subject to
the provisions of the last sentence of Section 2(g)(v), below, the
relevant Party shall make the payment, if any, required of it pursuant to such
Section 2(g)(v).



 9
 









(ii)           If
the Buyer disagrees with the Closing Date Net Asset Value as shown on the
Closing Date Net Asset Value Statement, then as soon as practicable following
the Closing Date (but not later than 30 days after the date upon which Seller
delivers the Closing Date Net Asset Value Statement), the Buyer shall prepare
and deliver to the Seller, its own statement of the Net Asset Value as of 11:59
p.m., New York City time, on the Closing Date (the “Buyer Closing Date Net
Asset Value Statement” and the Closing Date Net Asset Value as reflected on
the Buyer Closing Date Net Asset Value Statement being referred to herein as the
“Buyer Determined Closing Date Net Asset Value”), which Buyer Closing
Date Net Asset Value Statement shall have been have reviewed and approved, in
writing, by a nationally recognized accounting or inventory valuation firm
reasonably acceptable to Seller, as fairly presenting the Closing Date Net
Asset Value.  In preparing the Buyer
Closing Date Net Asset Value Statement, the Buyer shall be entitled to have
access to the books and records of the Seller and the work papers of the Seller
prepared in connection with the preparation of the Closing Date Net Asset Value
Statement and shall be entitled to discuss such books and records and work
papers with the Seller and those persons responsible for the preparation
thereof.  The Buyer Closing Date Net
Asset Value Statement shall be prepared in accordance with Seller’s Past
Practice determined as if Seller had not sold the Acquired Assets to the Buyer
and had instead continued to operate the Business on and after the Closing
Date.  In the event that in preparing the
Buyer Closing Date Net Asset Value Statement the Buyer conducts a physical
inventory, the Seller shall be entitled to have one or more representatives
present during the conduct of such physical inventory.


(iii)          In
the event that the Seller does not agree with the Buyer Determined Closing Date
Net Asset Value as reflected on the Buyer Closing Date Net Asset Value
Statement, the Seller shall so inform the Buyer in writing within 30 days after
the Seller’s receipt thereof, such writing to set forth the objections of the
Seller in reasonable detail.  If the
Seller and the Buyer cannot reach agreement as to any disputed matter relating
to the Closing Date Net Asset Value within 15 days after notification by the
Seller to the Buyer of a dispute, they shall forthwith refer the dispute to a
nationally recognized accounting firm mutually agreeable to the Seller and the
Buyer for resolution, with the understanding that: (i) the Closing Date Net
Asset Value, as finally determined by such firm, shall not be less than the
amount thereof shown in Buyer’s Closing Date Net Asset Value Statement nor
greater than the amount thereof shown in the Seller’s objection delivered
pursuant to this clause (ii); and (ii) such firm shall resolve all disputed
items within 20 days after such disputed items are referred to it.  If the Buyer and the Seller are unable to
agree on the choice of an accounting firm, then Grant Thornton LLP shall serve
as the accounting firm.  If Grant
Thornton LLP is unwilling to so serve, the Buyer and the Seller shall select a
nationally recognized accounting firm by lot (after excluding their respective
regular outside accounting firms, if applicable, and the accounting firm that
initially reviewed and approved the Buyer Closing Date Net Asset Value Statement
as set forth in Section 2(g)(ii)). 
The decision of any such accounting firm under this clause (ii) with
respect to all disputed matters relating to the Closing Date Net Asset Value
shall be deemed final and conclusive and shall be binding upon the Seller and
the Buyer.  In addition, if the Seller
does not object to the Buyer Determined Closing Date Net Asset Value within the
30-day period referred to above, the Buyer Determined Closing Date Net Asset
Value as reflected on the Buyer Closing Date Net Asset Value Statement as so
prepared shall be deemed final and conclusive and binding upon the Seller and
the Buyer.



 10
 









(iv)          The
Seller shall be entitled to have access to the books and records of the Buyer
and the work papers of the Buyer prepared in connection with the preparation of
the Buyer Closing Date Net Asset Value Statement and shall be entitled to
discuss such books and records and work papers with the Buyer and those persons
responsible for the preparation thereof. 
The accounting firm selected pursuant to Section 2(g)(iii) shall
be entitled to have access to the books and records of the Buyer and the Seller
and the work papers of the Buyer and the Seller prepared in connection with the
preparation of the Closing Date Net Asset Value Statement and the Buyer Closing
Date Net Asset Value Statement and shall be entitled to discuss such books and
records and work papers with the Buyer and the Seller and those persons
responsible for the preparation thereof.


(v)           If
the Closing Date Net Asset Value as finally determined pursuant to this Section
2(g) (the “Final Closing Date Net Asset Value”) exceeds $15,375,000,
then, subject to the provisions of the last sentence of this Section 2(g)(v),
the Purchase Price shall be increased by an amount equal to the amount of such
excess.  If the Final Closing Date Net
Asset Value is less than $15,375,000, then, subject to the provisions of the
last sentence of this Section 2(g)(v), the Purchase Price shall be
decreased by an amount equal to the amount of such shortfall.  Notwithstanding the foregoing, no adjustment
shall be made to the Purchase Price pursuant to this Section 2(g) unless
the amount of such adjustment as determined pursuant to this Section 2(g)(v)
equals or exceeds $200,000; provided, that if the amount of such adjustment
as so determined equals or exceeds $200,000, the entirety of such adjustment
shall be made and paid as set forth in Section 2(g)(vi), below.


(vi)          If,
pursuant to Section 2(g)(i) or Section 2(g)(v), Buyer is required to make a
payment to Seller, Buyer shall pay such amount by wire transfer to such account
as shall be designated by the Seller, in writing, in cash to the Seller within
five (5) business days after the date upon which the Closing Date Net Asset
Value is deemed final and conclusive pursuant to this Section 2(g).  If, pursuant to Section 2(g)(i) or Section
2(g)(v), Seller is required to make a payment to Buyer, Seller shall pay such
amount by wire transfer to the Blocked Account or such other account as shall
be designated by Buyer, in writing, after the date hereof, in cash to the Buyer
within five (5) business days after the date upon which the Closing Date Net
Asset Value is deemed final and conclusive pursuant to this Section 2(g).


(vii)         If
the Final Closing Date Net Asset Value is determined by an accounting firm
under Section 2(g)(iii), and such determination results in a payment to
the Seller, then the Buyer shall pay the aggregate fees and expenses of the
accounting firm selected to finally determine the Closing Date Net Asset Value.  If the Final Closing Date Net Asset Value is
determined by an accounting firm under Section 2(g)(iii), and such
determination results in a payment to the Buyer, or results in no payment to
either Buyer or Seller, then the Seller shall pay the aggregate fees and
expenses of the accounting firm selected to finally determine the Closing Date
Net Asset Value.


Section 3.               Seller’s
Representations and Warranties.  Seller
represents and warrants to Buyer that the statements contained in this Section
3 are correct and complete as of the date of this Agreement and will be
correct and complete as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout
this Section 3), except as set forth in the disclosure schedule
accompanying this 



 11
 









Agreement (the “Disclosure
Schedule”).  The Disclosure Schedule
will be arranged in paragraphs corresponding to the lettered and numbered
paragraphs contained in this Section 3 and the other sections of this
Agreement pursuant to which disclosure is made or items are referred to in the
Disclosure Schedule.


(a)           Organization of
Seller.  Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation, with full corporate power and
authority to conduct its business as now being conducted by it, to own and use
the properties it purports to own and use, and to perform its obligations under
the Acquired Contracts.


(b)           Authorization
of Transaction.  Seller has
full corporate power and authority to execute and deliver this Agreement and
the documents contemplated hereby (the “Transaction Documents”) and to
perform its obligations thereunder.  This
Agreement constitutes, and the other Transaction Documents when executed will
constitute, the valid and legally binding obligation of Seller, enforceable
against it in accordance with its terms and conditions.  The execution, delivery and performance of
the Transaction Documents have been duly authorized by Seller.


(c)           Non-contravention.  Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2
above), will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which Seller or the Acquired
Assets are subject or any provision of the charter or bylaws of Seller or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Seller is a party or by
which it is bound or to which any of its assets is subject (or result in the
imposition of any Lien upon any of its assets), except (other than with respect
to any Acquired Assets) where the violation, conflict, breach, default,
acceleration, termination, modification, cancellation, failure to give notice,
or Lien would not have a Material Adverse Effect.  The Seller does not need to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of
any government or governmental agency in order for the Parties to consummate
the transactions contemplated by this Agreement (including the assignments and
assumptions referred to in Section 2 above), except where the failure to
give notice, to file, or to obtain any authorization, consent, or approval
would not have a Material Adverse Effect.


(d)           Brokers’ Fees.  Seller has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which Buyer could become
liable or obligated.


(e)           Title to Assets.  Seller has good and marketable title
to, or a valid leasehold interest in, the Acquired Assets, free and clear of
any Liens or restriction on transfer. 
Subject to the Lease Consent which will be obtained prior to Closing,
Seller has the right to transfer the Acquired Assets to Buyer, free and clear
of any Liens.



 12
 









(f)            Selected
Financial Data.      Attached
hereto as Exhibit C  are the
following financial data (the “Selected Financial Data”):


(i)            The value of the
Acquired Bentonville Assets, as of the Financial Statement Date, determined in
accordance with Seller’s Past Practice;


(ii)           the value of the
Acquired Memphis Assets, as of the Financial Statement Date, determined in
accordance with Seller’s Past Practice;


(iii)          the value of the
Acquired Inventory, as of the Financial Statement Date, determined in
accordance with Seller’s Past Practice;


(iv)          the value of the
Acquired Receivables, as of the Financial Statement Date, determined in
accordance with Seller’s Past Practice;


(v)           the obligations of
the Seller in respect of the Assumed Accounts Payables, as of the Financial
Statement Date, determined in accordance with Seller’s Past Practice;


(vi)          the expenses
incurred by the Seller in operating the Bentonville Facility during the period
February 1, 2006 through January 31, 2007;


(vii)         the expenses
incurred by the Seller in operating the Memphis Facility during the period
February 1, 2006 through January 31, 2007;


(viii)        the sales of
products by the Seller to the Key Customers in connection with the conduct of
the Business during the period February 1, 2006 through January 31, 2007 (the “Sales
Figures”); and


(ix)           the projections as
of January 4, 2007 with respect to sales of products by the Seller to the Key
Customers in connection with the conduct of the Business during the period
February 1, 2007 through January 31, 2008 (the “Projections”).


The Selected Financial Data (other than the Projections) fairly present
the values, obligations and expenses set forth therein and are based upon the
books and records of the Seller, which have been maintained in accordance with
GAAP.  The Projections were (a) prepared
by management of the Seller in good faith, (b) were based on assumptions
believed by management of the Seller to be reasonable in light of current
conditions and current facts known at the time made and (c) represent good
faith estimates by management of the Seller as to the sales by the Seller to
the customers described therein in connection with the conduct of the Business
for the periods indicated; provided, however, that, absent a
showing of bad faith on the part of the management of the Seller, nothing
contained in the Projections shall be deemed to constitute a representation or
warranty by Seller as to future sales of products by the Seller in connection
with the conduct of the Business to such customers prior to the Closing, or by
the Buyer to such customers in connection with the business conducted by the
Buyer with the Acquired Assets after the Closing (it being understood that such
estimates and projections are subject to uncertainties and contingencies that
are beyond the control of the Seller and its management).



 13
 









(g)           [RESERVED]


(h)           Leased
Real Property.


(i)            Section
3(h)(i) of the Disclosure Schedule sets forth the address of each parcel of
Leased Real Property, and a true and complete list of all Leases for each such
Leased Real Property (including the date, term and termination date, and name
of the parties to such Lease document). 
Seller has delivered to Buyer a true and complete copy of each such
Lease document. Except as set forth in Section 3(h)(i) of the Disclosure
Schedule, with respect to each of such Leases:


(A)          such Lease is legal,
valid, binding, enforceable and in full force and effect;


(B)           except for those
Leases for which Lease Consents are obtained, the transactions contemplated by
this Agreement do not require the consent of any other party to such Lease,
will not result in a breach of or default under such Lease, and will not
otherwise cause such Lease to cease to be legal, valid, binding, enforceable
and in full force and effect on identical terms following the Closing;


(C)           Seller’s possession
and quiet enjoyment of the Leased Real Property under such Lease has not  been disturbed and, to the Knowledge of
Seller, there are no disputes with respect to such Lease;


(D)          Seller is not and, to
the Knowledge of the Seller, no other party to any Lease is, in breach of or
default under such Lease; and, to the Knowledge of Seller, no event has
occurred or circumstance exists that, with the delivery of notice, the passage
of time or both, would constitute such a breach or default, or permit the
termination, modification or acceleration of rent under such Lease;


(E)           no security deposit
or portion thereof deposited with respect to such Lease has been applied in
respect of a breach of or default under such Lease that has not been
redeposited in full;


(F)           Seller does not owe,
and will not owe in the future, any brokerage commissions or finder’s fees with
respect to such Lease;


(G)           the other party to
such Lease is not an Affiliate of, and otherwise does not have any economic
interest in, Seller;


(H)          Seller has not
subleased, licensed or otherwise granted any Person the right to use or occupy
the Leased Real Property or any portion thereof; and


(I)            Seller has not
collaterally assigned or granted any other Lien in such Lease or any interest
therein.



 14
 









(ii)           All buildings, structures, fixtures, building systems and
equipment, and all components thereof, included in the Leased Real Property
(the “Improvements”) are in good condition and repair, reasonable wear
and tear excepted.


(iii)          To the Knowledge of Seller, the Leased Real Property is in
compliance with all applicable building, zoning, subdivision, health and safety
and other land use laws, including the Americans with Disabilities Act of 1990,
as amended, and all insurance requirements affecting the Leased Real Property
(collectively, the “Real Property Laws”).  Seller has not received any notice of
violation of any Real Property Law.


(iv)          Each parcel of Leased Real Property has direct access to a
public street adjoining the Leased Real Property or has access to a public
street via insurable easements benefiting such parcel of Leased Real Property,
and such access is not dependent on any land or other real property interest
that is not included in the Leased Real Property. None of the Improvements or
any portion thereof is dependent for its access, use or operation on any land,
building, improvement or other real property interest that is not included in
the Leased Real Property.


(v)           All water, oil, gas, electrical, steam, compressed air,
telecommunications, sewer, storm and waste water systems and other utility
services or systems for the Leased Real Property have been installed and are
operational and sufficient for the operation of the Business as currently
conducted thereon.


(vi)          Seller’s use or occupancy of the Leased Real Property or
any portion thereof and the operation of the Business as currently conducted is
not dependent on a “permitted non-conforming use” or “permitted non-conforming
structure” or similar variance, exemption or approval from any governmental
authority.


(vii)         None of the Leased Real Property or any portion thereof is
located in a flood hazard area (as defined by the Federal Emergency Management
Agency).


(i)            Acquired
Intellectual Property.


(i)            To
the Knowledge of Seller: (a) no third party has interfered with, infringed
upon, misappropriated, or violated the Acquired Intellectual Property or is
doing any of the aforesaid at this time; and (b) no Acquired Intellectual
Property interferes with, infringes upon or violates the intellectual property
rights of any third-party.  No copyrighted
or copyrightable material included in the Acquired Intellectual Property
infringes upon or violates the copyrights of any third party.  No know-how, process, formula, or product
included in the Acquired Intellectual Property violates any trade secret of any
third party.


(ii)           Section
3(i)(ii) of the Disclosure Schedule identifies: (a) each license,
agreement, or other permission that Seller has granted to any third party with
respect to any of the Acquired Intellectual Property (together with any
exceptions); and (b) each license, agreement, or other permission that has been
granted to Seller with respect to any of the Acquired Intellectual
Property.  All of the items identified on
Section 3(i)(ii) of the Disclosure Schedule constitute Acquired
Contracts.  With respect to each item
listed on Schedule 1(b) and 



 15
 









on Section 3(i)(ii) or Section 3(i)(iv) of the Disclosure
Schedule, as well as each other item of Acquired Intellectual Property:


(A)          Seller possesses all
right, title, and interest in and to the item, free and clear of any Lien,
license, or other restriction, and Seller is not obligated to pay any royalties
with respect thereto;


(B)           the item is not
subject to any outstanding injunction, judgment, order, decree, ruling, or
charge;


(C)           no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand is pending or, to
the Knowledge of Seller, is threatened that challenges the legality, validity,
enforceability, use, or ownership of the item;


(D)          Seller has never
agreed to indemnify any Person for or against any interference, infringement,
misappropriation, or other conflict with respect to the item;


(E)           no loss or
expiration of the item is threatened, pending, or reasonably foreseeable; and


(F)           Schedule 1B
includes all fictional names, trade marks, trade names and service marks that
have been registered with the applicable governmental authority, including the
United States Patent and Trademark Office or the equivalent national trademark
office in any foreign jurisdiction, including the European Union, all of which
are currently in compliance with all applicable laws, and are valid and
enforceable.  Section 3(i)(ii)(F)
of the Disclosure Schedule includes a list of some selected common law
trademarks consisting of unregistered fragrance names that are used in the
Business (the “Fragrance Names”). 
Notwithstanding anything to the contrary herein, Seller makes no
representations or warranties with respect to any Fragrance Names (including,
without limitation, any Fragrance Names not listed on Section 3(i)(ii)(F)
of the Disclosure Schedule), including, without limitation, with respect to the
existence or extent of common law trademark rights therein or with respect to
whether use of such names may violate any third party’s rights.  Neither the inclusion of any fragrance name
in Section 3(i)(ii)(F) of the Disclosure Schedule nor anything else in
this Agreement shall constitute an admission by Seller as to the existence of
any protectable rights in such fragrance names or be relied upon by Purchaser
to assert rights against Seller or its licensees hereafter.


(iii)          Section 3(i)(iii) of the Disclosure Schedule
identifies each material item of Acquired Intellectual Property that any third
party owns and Seller uses pursuant to license, sublicense, agreement, or
permission. Seller has delivered to Buyer correct and complete copies of all
such licenses, sublicenses, agreements, and permissions (as amended to
date).  All of the items identified on Section
3(i)(iii) of the Disclosure Schedule constitute Acquired Contracts.  With respect to each such item of used
Intellectual Property required to be identified in Section 3(i)(iii) of
the Disclosure Schedule:



 16
 









(A)          Seller
has not granted any sublicense or similar right with respect to the license,
sublicense, agreement, or permission; and


(B)           no loss or
expiration of the item is threatened, pending, or reasonably foreseeable,
except for patents expiring at the end of their statutory terms (and not as a
result of any act or omission by Seller, including without limitation, a
failure by Seller to pay any required maintenance fees).


(iv)          Section 3(i)(iv) of the Disclosure Schedule
identifies each patent or registration that has been issued to Seller which is
used in the operation of the Business and identifies each pending patent
application or application for registration that Seller has made with respect
to any of the Intellectual Property used by Seller in the Business. Seller has
delivered to Buyer correct and complete copies of all such patents, registrations
and applications (as amended to date).  Section
3(i)(iv) of the Disclosure Schedule also identifies each material trademark
and Internet domain name used in the operation of the Business.


(v)           The
Acquired Intellectual Property constitutes all of the material Intellectual
Property used by Seller in the operation of the Business.


(j)            Acquired
Tangible Assets.  The
machinery, equipment, and other tangible assets included in the Acquired Assets
are free from material defects (patent and latent), have been maintained in
accordance with normal industry practice, and are in good operating condition
and repair (subject to normal wear and tear).


(k)           Acquired
Inventory.  The Acquired
Inventory consists of manufactured and processed parts, work in process, and
finished goods, all of which is fit for the purpose for which it was procured
or manufactured, and none of which is obsolete, excess, damaged, or
defective.  Inventory now on hand that
was purchased after the Financial Statement Date and inventory purchased pursuant
to the Assumed Purchase Orders but not yet on hand was purchased in the
Ordinary Course of Business at a cost not exceeding market prices prevailing at
the time of purchase.


(l)            Acquired
Contracts  Schedule 1A
contains a list of, and Seller has delivered to Buyer a correct and complete
copy of, each written Acquired Contract (as amended to date) and a written
summary setting forth the material terms and conditions of each oral Acquired
Contract.  With respect to Seller, and,
to the best knowledge of Seller, each other party to each Acquired Contract:
(A) the agreement is legal, valid, binding and enforceable in accordance with
its terms, and in full force and effect; (B) no party is in material breach or
default, and no event has occurred that with notice or lapse of time would
constitute a material breach or default, or permit termination, modification,
or acceleration, under the agreement; and (C) no party has repudiated any
provision of the agreement.


(m)          Acquired
Receivables.


The Acquired Receivables are all of the receivables related to that
portion of the Business conducted with the Acquired Assets.  All Acquired Receivables are valid
receivables subject to no setoffs or counterclaims and are current and collectible
in accordance with their terms and at their recorded amounts, subject only to
the reserve for bad debts, charge-backs and the like set 



 17
 









forth in Exhibits CB, CB 1.0, CB 2.0, CB 3.0 and CB
4.0 to the Closing Date Net Asset Value Statement (without duplication).


(n)           Environmental,
Health, and Safety Matters.


With respect to the
operations conducted at any Leased Real Property:


(i)            Seller
has complied and is in compliance, in each case in all material respects, with
all Environmental, Health, and Safety Requirements.


(ii)           Without
limiting the generality of the foregoing, Seller has obtained, has complied,
and is in compliance with, in each case in all respects, all material permits,
licenses and other authorizations that are required pursuant to Environmental,
Health, and Safety Requirements for the occupation of the Leased Real Property
and the operation of its business as conducted thereon; and a list of all such
material permits, licenses and other authorizations is set forth in Section
3(n)(ii) of the Disclosure Schedule.


(iii)          Seller
has not received any written or oral notice, report or other information
regarding any actual or alleged material violation of Environmental, Health,
and Safety Requirements, or any material liabilities or potential material
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise),
including any material investigatory, remedial or corrective obligations,
relating to the operations conducted at the Leased Real Property arising under
Environmental, Health, and Safety Requirements.


(iv)          Seller
has not, at any Leased Real Property, treated, stored, disposed of, arranged
for or permitted the disposal of, transported, handled, manufactured,
distributed, or released any substance, including without limitation any
hazardous substance, or owned or operated any Leased Real Property or facility
thereon (and no such property or facility is contaminated by any such
substance) so as to give rise to any current or future material liabilities,
including any material liability for response costs, corrective action costs,
personal injury, property damage, natural resources damages or attorney fees,
pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal
Act, as amended or any other Environmental, Health, and Safety Requirements.


(v)           Neither
this Agreement nor the consummation of the transactions that are the subject of
this Agreement will result in any material obligations for site investigation
or cleanup, or notification to or consent of government agencies or third
parties, pursuant to any of the so-called “transaction-triggered” or “responsible
property transfer” Environmental, Health, and Safety Requirements.


(vi)          Seller
has not, at any Leased Real Property, designed, manufactured, sold, marketed,
installed, or distributed products or other items containing asbestos.


(vii)         Seller
has furnished to Buyer all environmental audits, reports and other material
environmental documents relating to the Leased Real Property that are in its
possession.



 18















(o)           Legal Compliance.  Seller
has complied in all material respects with all applicable laws (including
rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings, and charges thereunder and including the Foreign Corrupt Practices Act,
15 U.S.C. 78dd-1, et seq.) of federal, state, local, and foreign governments
(and all agencies thereof), and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against any of them alleging any failure so to comply.


(p)           Tax Matters.


(i)            Seller has filed
all material Tax Returns that it was required to file. All such Tax Returns
were correct and complete in all material respects. All material Taxes owed by
Seller (whether or not shown on any Tax Return) have been paid.  Seller is not currently the beneficiary of
any extension of time within which to file any income Tax Return.  Seller has withheld and paid all Taxes
required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor, creditor, stockholder, or other
third party, and all Forms W-2 and 1099 required with respect thereto have been
properly completed and timely filed.


(ii)           There is no
material dispute or claim concerning any Tax liability of Seller either: (A)
claimed or raised by any authority in writing; or (B) as to which Seller has
Knowledge.


(q)           Litigation. 
Section 3(q) of the Disclosure Schedule sets forth each instance
in which Seller: (i) is subject to any outstanding injunction, judgment, order,
decree, ruling, or charge; or (ii) is a party or, to the Knowledge of Seller,
is threatened to be made a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before any
arbitrator, in either case, affecting the Business or the Acquired Assets.


(r)            Product
Warranty; Product Liability.


(i)            Substantially
all of the products manufactured, sold, leased, and delivered by Seller in the
operation of the Business have conformed in all material respects with all
applicable contractual commitments and all express and implied warranties, and
Seller has no material liability (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due) for
replacement or repair thereof or other damages in connection therewith.


(ii)           Seller has
no material liability (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due) arising
out of any injury to individuals or property as a result of the ownership,
possession, or use of any product manufactured, sold, leased, or delivered by
Seller in its operation of that portion of the Business conducted with the
Acquired Assets.



 19
 









(s)           Solvency. 
Seller is not now insolvent and will not be rendered insolvent by any of
the transactions contemplated hereby.  As
used in this Section 3(s), “insolvent” means that the sum of the debts
and other probable liabilities of Seller exceed the present fair saleable value
of Seller’s assets.


(t)            Employees.  Section
3(t)(i) of the Disclosure Schedule sets forth the name, annual salary for
the fiscal year ended January 31, 2007, bonus paid in respect of fiscal year
ended January 31, 2007, hiring date and accrued vacation for each of the employees
to be offered employment by Buyer (the “New Employees”).  None of the New Employees has received any
raise or compensation in the last 6 months except in the Ordinary Course of
Business.  Seller is not nor has it been
in a material dispute with any of the New Employees, and, to the Knowledge of
Seller, Seller has no reason to believe that any New Employee will not accept
employment with Buyer.


(ii)           Section
3(t)(ii) of the Disclosure Schedules sets forth a list of all workers’
compensation claims filed against Seller or any of its Affiliates from January
1, 2000 through April 20, 2007 by any New Employee.


(u)           Accounts Payable.  The Assumed Accounts Payable are related
solely to the Business and were incurred in the Ordinary Course of Business.


(v)           Acquired Assets.  The Acquired Assets, in conjunction with the
Excluded Assets, certain Intellectual Property to be licensed by Seller to
Buyer pursuant to the Patent License Agreement and certain assets to be made
available by Seller to Buyer pursuant to the Transition Services Agreement,
constitute all of the material assets that are currently utilized by the Seller
to operate that portion of the Business conducted by Seller with the assets
being purchased by Buyer.


Section 4.               Buyer’s Representations and
Warranties.  Buyer represents
and warrants to Seller that the statements contained in this Section 4
are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date (as though made then and as though the
Closing Date were substituted for the date of this Agreement throughout this Section
4).


(a)           Organization of Buyer.  Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
its incorporation, with full corporate power and authority to conduct its
business as now being conducted by it and to own and use the properties it
purports to own and use.


(b)           Ownership
of Buyer.  As of the date hereof, all
issued and outstanding shares of capital stock of the Buyer are held by the
persons and in the amounts set forth in Section 4(b) of the Disclosure
Schedule.


(c)           Authorization of
Transaction.  Buyer has full
corporate power and authority to execute and deliver the Transaction Documents
and to perform its obligations thereunder. 
This Agreement constitutes, and the other Transaction Documents when
executed will constitute, the valid and legally binding obligation of Buyer,
enforceable against it in accordance with its 



 20
 









terms and conditions.  The
execution, delivery and performance of the Transaction Documents have been duly
authorized by Buyer.


(d)           Non-contravention.  Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated hereby
(including the assignments and assumptions referred to in Section 2
above), will (i) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of
any government, governmental agency, or court to which Buyer is subject or any provision
of its charter or bylaws or (ii) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument, or other arrangement
to which Buyer is a party or by which it is bound or to which any of its assets
are subject, except where the violation, conflict, breach, default,
acceleration, termination, modification, cancellation, failure to give notice,
or Lien would not have a Material Adverse Effect.  Buyer does not need to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the Parties to consummate the
transactions contemplated by this Agreement (including the assignments and
assumptions referred to in Section 2 above), except where the failure to
give notice, to file, or to obtain any authorization, consent, or approval
would not have a Material Adverse Effect.


(e)           Brokers’ Fees.  Buyer has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which Seller could become
liable or obligated.


Section 5.               [RESERVED]


Section 6.               Post-Closing
Covenants.  The Parties agree
as follows with respect to the period following the Closing:


(a)           General.  Each Party shall, at the request of
any other Party from time to time and at any time, whether on or after the
Closing Date, and without further consideration, execute and deliver such
deeds, assignments, transfers, assumptions, conveyances, powers of attorney,
receipts, acknowledgments, acceptances and assurances as may be reasonably
necessary to procure for the Party so requesting, and its successors and
assigns, or for aiding and assisting in collecting and reducing to possession,
any and all of the Acquired Assets, or for the assumption of the Assumed
Liabilities, or to otherwise satisfy and perform the obligations of the Parties
hereunder.  Without limiting the
generality of the foregoing, Seller shall, upon the request of Buyer, in a
timely manner on and after the Closing Date execute and deliver to Buyer such
other documents, releases, assignments and other instruments as may be
reasonably required to effectuate completely the transfer and assignment to
Buyer of, and to vest fully in Buyer, Seller’s rights to, the Acquired
Assets.  In furtherance of the foregoing,
Seller shall accumulate weekly the proceeds of any Acquired Receivables
received by it and such proceeds shall be remitted to Buyer no later than the
third business day following the last day of the week in which received and
shall be held in trust for the benefit of Buyer until so remitted.



 21
 









(b)           Transition.  Seller will not take any action that
is designed to or could reasonably be anticipated to discourage any lessor,
licensor, customer, supplier, or other business associate of Seller from
maintaining the same business relationships with Buyer after the Closing as it
maintained with Seller prior to the Closing. 
Seller will promptly forward to Buyer any amounts received in respect of
any Acquired Receivable.


(c)           Non-Competition.


(i)            In
consideration of the Purchase Price and the assumption by Buyer of the Assumed
Liabilities, for a period of five (5) years from the Closing Date (the “Restricted
Period”), Seller and its Affiliates shall not, except as provided in Section
6(c)(v), below, sell in the United States or its territories, Mexico or
Canada (the “Restricted Territories”) Restricted Products to the
Restricted Customers.


(ii)           During
the Restricted Period, Seller and its Affiliates shall not, directly or
indirectly through another entity, (x) induce or attempt to induce any customer
to cease doing Restricted Business with Buyer or any of its Affiliates, (y)
induce or attempt to induce any supplier, licensee, licensor, franchisee or
other business relation of Buyer or any of its Affiliates to terminate its
Restricted Business related relationship with Buyer or such Affiliate or (z)
interfere with the Restricted Business related relationship between Buyer
and/or such Affiliate and any such customer, supplier, licensor, licensee or
franchisee (including by making any negative statements or communications to
such customer, supplier, licensor, licensee or franchisee about the Restricted
Business of Buyer or such Affiliates) with the goal of disrupting such
Restricted Business related relationship;


(iii)          During
the Restricted Period, Seller and its Affiliates shall not, directly or
indirectly through another entity, solicit, induce or conspire with or attempt
to solicit, induce or conspire with any employee or officer of Buyer or any of
its Affiliates to leave the employ of Buyer or any of its Affiliates, or to
compete in the Restricted Business against the Buyer or any of its Affiliates
or interfere with the employment relationship between Buyer or any of its
Affiliates and any employee or officer of Buyer or such Affiliate(s) in any way
that is adverse to such employment relationship;


(iv)          During
the Restricted Period, Seller and its Affiliates shall not divert or attempt to
divert any or all of the Restricted Business of Buyer’s or any of Buyer’s
Affiliate’s customers or suppliers from Buyer or its Affiliates in violation of
this Agreement or applicable law (including any applicable trade secrets law).


(v)           Notwithstanding
anything to the contrary contained in this Agreement, Seller and its Affiliates
shall be entitled to sell, and shall not be restricted in any way from selling,
to any Person and whether in the Restricted Territories or otherwise:


(A)          Non-fragranced
candles and non-candle products under the brand names Sterno®, Ambria® or Handy Fuel®;


(B)           candles and candle-related products to
customers other than Wal-Mart where such candles and candle-related products do
not constitute more than 



 22
 









10% of the aggregate sales
by Seller and/or its Affiliates to customers other than Wal-Mart; and


(C)           candles and candle
products sold to customers other than Wal-Mart under the brand name Colonial
CandleTM or
any related brand name.


(vi)          The
covenants in this Section 6(c) are severable and separate, and the
unenforceability of any specific covenant in this Section 6(c) is not
intended by any Party to, and shall not, affect the provisions of any other
covenant in this Section 6(c).  If
any court of competent jurisdiction shall determine that the scope, time, or
territorial restrictions set forth in this Section 6(c) are unreasonable
as applied to Seller, the Parties acknowledge their mutual intention and
agreement that those restrictions be enforced to the fullest extent the court
deems reasonable, and that they thereby shall be reformed to that extent as
applied to Seller.


(vii)         All
of the covenants in this Section 6(c) are intended by each Party hereto
to be, and shall be construed as, an agreement independent of any other
provision in this Agreement and the existence of any claim or cause of action
of Seller against Buyer, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Buyer of any covenant in
this Section 6(c).  It is
specifically agreed that the time periods specified in Section 6(c)(i)
shall be computed by excluding from that computation any time during which
Seller has been found by a court of competent jurisdiction to have been in
violation of any provision of Section 6(c)(i).


(viii)        Buyer
and Seller hereby agree that this Section 6(c) is a material and
substantial part of this Agreement, and absent Seller agreeing to be bound by
this Section 6(c), Buyer would not have consummated the Acquisition.


(ix)           The
parties hereto agree that money damages would not necessarily be an adequate
remedy for any breach of this Section 6(c).  Because of the difficulty in measuring the
economic losses that may be incurred by Buyer as a result of any breach by
Seller of the covenants in this Section 6(c) and because of the
immediate and irreparable damage that could be caused to Buyer for which it
would have no other adequate remedy, Seller agrees that Buyer may enforce the
provisions of this Section 6(c) by any equitable or legal means,
including seeking an appropriate injunction or restraining order against Seller
if a breach of any of those provisions occurs. 
Therefore, in the event of a breach or threatened breach of this Section
6(c), Buyer or its successors or assigns may, in addition to other rights
and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief
(temporary and/or permanent), in order to enforce, or prevent any violations
of, the provisions hereof.


(x)            Notwithstanding
anything to the contrary contained in this Agreement:


(A)          nothing in this
Agreement shall or shall be deemed to prohibit the running by Seller or any of
Seller’s Affiliates of general advertisements, not specifically addressed to
Buyer or its Affiliates, offering employment or the hiring of any person who
responds to any such general advertisement; and



 23
 









(B)           neither Seller nor
any of its Affiliates shall be restricted from owning, and each shall be
entitled to be the owner of, not more than five percent (5%) of the outstanding
securities of any class of an entity, whether engaged in the Restricted Business
or not, which is publicly traded, so long as Seller has no active participation
in the business of such entity.


(d)           Preservation
of Records.  Seller shall preserve
and keep copies of all data (to the extent not physically transferred to the
Buyer at or after the Closing, with the Memphis Facility or otherwise) related
to that portion of the Business conducted with the Acquired Assets, including
customer lists, referral sources, research and development reports, production
reports, any performance testing results on products, service and warranty
records, financial and accounting records, creative materials, advertising
materials, promotional materials, correspondence and other similar documents
for a period of five (5) years from the Closing Date and shall make such
documents available to Buyer as may be reasonably required by Buyer in
connection with, among other things, the conduct by the Buyer of the Business
conducted with the Acquired Assets and shall permit Buyer to make and keep
copies of such records, at Seller’s sole cost and expense.  In addition, Seller shall, and shall cause
its Affiliates to, preserve and keep the financial records held by it relating
to the Business for a period of three (3) years from the Closing Date and shall
make such records available to Buyer as may be reasonably required by Buyer in
connection with, among other things, the conduct by the Buyer of the Business
conducted with the Acquired Assets, any insurance claims, governmental
investigations, or securities offerings and shall permit Buyer to make and keep
copies of such records, at Buyer’s sole cost and expense.


(e)           Release
of Guaranty.  Buyer will use
commercially reasonable efforts to cooperate with Seller in obtaining a release
(the “Release of Guaranty”) of the guaranty of Blyth of the obligations
of Seller under the Lease with respect to the Memphis  Facility
(the “Guaranty”).  Without
limiting the foregoing, as soon as practicable and, in any event, no later than
thirty (30) days from the Closing Date, Buyer shall obtain or provide to the
landlord under the Lease with respect to the Memphis Facility a letter of
credit or other credit enhancement acceptable to such landlord and Buyer as
security for Buyer’s performance under the lease and in substitution for the
Guaranty.


(f)            Wal-Mart Relationship.  Seller shall cooperate with the Buyer, and
the Buyer shall cooperate with the Seller, in endeavoring to ensure that the
customer relationship, with respect to the Business only, of Seller with
Wal-Mart shall transfer to Buyer from and after the Closing.  Without limiting the generality of the
foregoing, (i) Buyer shall take reasonable steps to assure Wal-Mart that Buyer
shall be, and shall continue to be, able to service the customer relationship
with Wal-Mart including, without limitation, through the continued maintenance
and operation of the Memphis Facility and the Bentonville Facility, supporting
radio frequency identification (RFID) programs and maintenance of existing
service levels and receivables terms; and (ii) Buyer and Seller shall cooperate
in making such presentations to Wal-Mart as are necessary or advisable to
facilitate the transfer of the aforedescribed customer relationship with
Wal-Mart from Seller to Buyer, including, without limitation, by making appropriate
personnel available and providing available data to the extent not subject to
conflicting confidentiality agreements or requirements.



 24
 









(g)           Employee
Matters.  No later than five (5)
business days after the Closing, Buyer shall (A) offer employment on an at-will
basis, to those persons listed in Section 6(g)(A) of the Disclosure
Schedule, such offer of employment to be on terms that are comparable to those
upon which such persons were, immediately prior to the Closing, employed by
Seller including, without limitation, as to compensation and benefits (it being
understood and agreed that the provisions of this Section 6(g) are not
for the benefit of any of the persons listed in Section 6(g)(A) of the
Disclosure Schedule and shall not, and shall not be construed to, give or vest
in any of such persons any right or entitlement to employment or continued
employment or to a particular level of compensation or benefits with or from
either Seller or Buyer) and (B) make appropriate arrangements to transition
those persons set forth on Section 6(g)(A) and Section 6(g)(B) of
the Disclosure Schedule who have been offered and accepted employment with the
Buyer to the payroll accounting and other human resources systems of Buyer and
to Buyer’s benefit plans. Seller agrees that, after Closing, Buyer may, but
shall not be required to, offer employment, on an at-will basis, to those
persons listed in Section 6(g)(B) of the Disclosure Schedule.  Buyer acknowledges and agrees that, in the
event that Buyer does not, for any reason, offer employment to any of the
persons listed in Section 6(g)(A) or Section 6(g)(B) of the
Disclosure Schedule, Seller may, but shall not be required to, retain any of
such persons as employees of Seller and utilize any of such persons to provide
services to Buyer pursuant to the Transition Services Agreement, including,
without limitation, services set forth on Exhibit A thereto, in which event
Buyer shall pay to Seller the consideration provided for in, and in the manner
provided in, Section 4.1 of the Transition Services Agreement, which
consideration shall be in addition to the consideration specified in Exhibit A
to the Transition Services Agreement and shall be calculated taking into
account stay bonuses or other incentives, if any, paid or provided by Seller to
any or all of such persons so retained. 
Seller agrees that any such stay bonuses or other incentives, if any,
will be calculated and determined in a manner consistent with the manner in
which stay bonuses currently set forth on Exhibit A to the Transition Services
Agreement were determined.


Section 7.               Conditions
to Obligation to Close.


(a)           Conditions to Buyer’s Obligation.  The obligation of Buyer to consummate
the transactions to be performed by it in connection with the Closing is
subject to satisfaction of the following conditions:


(i)            the representations
and warranties set forth in Section 3 above shall be true and correct in
all material respects (except for those representations and warranties
qualified by “material,” which shall be true and correct in all respects) at
and as of the Closing Date;


(ii)           Seller shall have
performed and complied with all of its covenants hereunder in all material
respects (other than those covenants contained in Section 2(e) which
shall have been complied with in all respects) through the Closing;


(iii)          no action, suit, or
proceeding shall be pending before (or that could come before) any court or
quasi-judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before (or that could come before) any arbitrator
wherein an unfavorable injunction, judgment, order, decree, ruling, or charge
would (A) prevent consummation of any of 



 25
 









the
transactions contemplated by this Agreement, (B) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation or (C)
adversely affect the right of Buyer to own the Acquired Assets (and no such
injunction, judgment, order, decree, ruling, or charge shall be in effect);


(iv)          Seller shall have
delivered to Buyer a certificate, executed by an authorized officer of Seller,
to the effect that each of the conditions specified above in Section
7(a)(i)-(iii) is satisfied in all respects;


(v)           the Buyer and the
Seller shall have entered into each of the Transition Services Agreement,
Patent License Agreement, the Overstock Inventory Agreement and the Trademark
License Agreement and all of the same shall be in full force and effect;


(vi)          Buyer shall have
received from counsel to Seller an opinion in form and substance as set forth
in Exhibit E attached hereto, addressed to Buyer and on which Buyer’s
lenders shall be entitled to rely, and dated as of the Closing Date;


(vii)         all actions to be
taken by Seller in connection with consummation of the transactions
contemplated hereby and all certificates, opinions, instruments, and other
documents required to effect the transactions contemplated hereby will be
reasonably satisfactory in form and substance to Buyer;


(viii)        Seller shall have
obtained and delivered to Buyer a written consent for the assignment of the
Lease for the Memphis Facility (the “Lease Consent”), in form and
substance reasonably satisfactory to Buyer;


(ix)           no damage or
destruction or other change shall have occurred with respect to any of the
Leased Real Property or any portion thereof that, individually or in the
aggregate, would materially impair the use or occupancy of the Leased Real
Property;


(x)            Buyer shall have
obtained financing in form and substance reasonably satisfactory to it and its
counsel, necessary to consummate the transactions contemplated hereby and the
conditions precedent to such financing shall have been satisfied; and


(xi)           Buyer shall have
had substantive diligence discussions with Wal-Mart regarding Wal-Mart’s
relationship with Seller and its continued relationship with Buyer, and
Wal-Mart shall not have advised Buyer that it intends to adversely change the
relationship between Wal-Mart, on the one hand, and Buyer and Buyer’s Wal-Mart
relationship management team, on the other, from that currently in existence
between Wal-Mart, on the one hand, and Seller and Seller’s Wal-Mart
relationship management team, on the other.


Buyer may waive any condition specified in this Section 7(a) if
it executes a writing so stating at or prior to the Closing.


(b)           Conditions to Seller’s Obligation.  The obligation of Seller to consummate
the transactions to be performed by it in connection with the Closing is
subject to satisfaction of the following conditions:



 26
 









(i)            the representations and warranties
set forth in Section 4 above shall be true and correct in all material
respects (except for those representations and warranties qualified by “material,”
which shall be true and correct in all respects) at and as of the Closing Date;


(ii)           Buyer shall have
performed and complied with all of its covenants hereunder in all material
respects (other than those covenants contained in Section 2(e) which
shall have been complied with in all respects) through the Closing;


(iii)          no action, suit, or
proceeding shall be pending before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or
before any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling, or charge would (A) prevent consummation of any of the
transactions contemplated by this Agreement or (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation (and no such injunction, judgment, order, decree, ruling, or
charge shall be in effect);


(iv)          Buyer shall have
delivered to Seller a certificate, executed by an authorized officer of Buyer,
to the effect that each of the conditions specified above in Section
7(b)(i)-(iii) is satisfied in all respects;


(v)           Seller and Buyer
shall have received all material authorizations, consents, and approvals of
governments and governmental agencies referred to in Section 3(c) and Section
4(c) above;


(vi)          the Buyer and the
Seller shall have entered into each of the Transition Services Agreement,
Patent License Agreement, the Overstock Inventory Agreement and the Trademark
License Agreement and all of the same shall be in full force and effect;


(vii)         Seller shall have
received from counsel and local counsel to Buyer opinions in form and substance
as set forth in Exhibit F attached hereto, addressed to Seller and dated
as of the Closing Date;


(viii)        all actions to be
taken by Buyer in connection with consummation of the transactions contemplated
hereby and all certificates, opinions, instruments, and other documents
required to effect the transactions contemplated hereby will be reasonably
satisfactory in form and substance to Seller;


(ix)           the execution,
delivery and performance of this Agreement, and all other related matters,
shall have been approved by the Boards of Directors of Seller and of Blyth; and


(x)            Buyer shall have
paid the Purchase Price to Seller.


Seller may waive any condition specified in this Section 7(b) if
it executes a writing so stating at or prior to the Closing.


Section 8.               Remedies
for Breaches of This Agreement.



 27
 









(a)           Survival of
Representations and Warranties.  All
of the representations and warranties of Buyer and Seller contained in this
Agreement shall survive the Closing and continue in full force and effect for a
period of fifteen months thereafter; provided, however, that the
representations and warranties contained in: (i) Sections 3(b), 3(d)
and 3(e) and Sections 4(b) and (d) shall survive the
Closing and continue in full force and effect indefinitely; and (ii) Sections
3(n) and (p) shall survive the Closing and continue in full force
and effect until the 90th day following the applicable statute of
limitations.


(b)           Indemnification
Provisions for Buyer’s Benefit.  


(i)            In the event Seller
breaches any of its representations, warranties, and covenants contained in
this Agreement, and, provided that Buyer makes a written claim for
indemnification against Seller pursuant to Sections 8(d) and 10(g)
below within the survival period (if there is an applicable survival period
pursuant to Section 8(a) above), then Seller agrees to indemnify Buyer
from and against the entirety of any Adverse Consequences Buyer may suffer
(including any Adverse Consequences Buyer may suffer after the end of any
applicable survival period) resulting from, arising out of, relating to, in the
nature of, or caused by the breach; provided, however, that (A)
Seller shall not have any obligation to indemnify Buyer from and against any
Adverse Consequences resulting from, arising out of, relating to, in the nature
of, or caused by the breach of any representation or warranty of Seller
contained in Section 3(c) or Sections 3(f)-(u) above unless and
until Buyer has suffered Adverse Consequences by reason of all such breaches in
excess of a $300,000 aggregate deductible (after which point Seller will be
obligated only to indemnify Buyer from and against further such Adverse
Consequences) and (B) (other than with respect to Seller’s representations and
warranties contained in Sections 3(a), (b), (d), (e),
(n) and (p) as to which the aggregate ceiling will be an amount
equal to the Purchase Price), there will be a $6,000,000 aggregate ceiling on
the obligation of Seller to indemnify Buyer from and against Adverse
Consequences resulting from, arising out of, relating to, in the nature of, or
caused by breaches of the representations and warranties of Seller.


(ii)           Seller agrees to
indemnify Buyer from and against the entirety of any Adverse Consequences Buyer
may suffer resulting from, arising out of, relating to, in the nature of, or
caused by any liability of Seller that is not an Assumed Liability,
indefinitely.


(c)           Indemnification
Provisions for Seller’s Benefit.


(i)            In the event Buyer
breaches any of its representations, warranties, and covenants contained in
this Agreement, and, provided that Seller makes a written claim for
indemnification against Buyer pursuant to Sections 8(d) and 10(g) below
within the survival period (if there is an applicable survival period pursuant
to Section 8(a) above), then Buyer agrees to indemnify Seller from and
against the entirety of any Adverse Consequences suffered (including any
Adverse Consequences suffered after the end of any applicable survival period)
resulting from, arising out of, relating to, in the nature of, or caused by the
breach.


(ii)           Buyer agrees to
indemnify Seller from and against the entirety of any Adverse Consequences
suffered resulting from, arising out of, relating to, in the nature of, or
caused by any Assumed Liability.


 



 28















(d)           Limitations.  Notwithstanding the foregoing, no
indemnification for any Adverse Consequences shall be made pursuant to this Section
8 if and to the extent that such Adverse Consequences were taken into
account in determining whether or not any adjustment would be made to the
Purchase Price pursuant to Section 2(g) (whether or not any such
adjustment was, in fact, made) or the amount of any such adjustment.


(e)           Matters Involving
Third Parties.


(i)            If any third party
notifies any Party (the “Indemnified Party”) with respect to any matter
(a “Third-Party Claim”) that may give rise to a claim for
indemnification against the other Party (the “Indemnifying Party”) under
this Section 8, then the Indemnified Party shall promptly notify the
Indemnifying Party thereof in writing; provided, however, that no
delay on the part of the Indemnified Party in notifying the Indemnifying Party
shall relieve the Indemnifying Party from any obligation hereunder unless (and
then solely to the extent) the Indemnifying Party is thereby actually and
materially prejudiced.


(ii)           The Indemnifying
Party will have the right to assume the defense of the Third-Party Claim with
counsel of its choice reasonably satisfactory to the Indemnified Party at any
time within 15 business days after the Indemnified Party has given notice of
the Third-Party Claim; provided, however, that the Indemnifying
Party must conduct the defense of the Third-Party Claim actively and diligently
thereafter in order to preserve its rights in this regard; and provided further
that the Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third-Party Claim.


(iii)          So long as the
Indemnifying Party has assumed and is conducting the defense of the Third-Party
Claim in accordance with Section 8(e)(ii) above, (A) the Indemnifying
Party will not consent to the entry of any judgment on or enter into any
settlement with respect to the Third-Party Claim without the prior written
consent of the Indemnified Party (not to be unreasonably withheld) unless the
judgment or proposed settlement involves only the payment of money damages by
the Indemnifying Party and does not impose an injunction or other equitable
relief upon the Indemnified Party and (B) the Indemnified Party will not
consent to the entry of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent of the Indemnifying
Party (not to be unreasonably withheld).


(iv)          In the event the
Indemnifying Party does not assume and conduct the defense of the Third-Party
Claim in accordance with Section 8(e)(ii) above, however, (A) the
Indemnified Party may defend against, and consent to the entry of any judgment
on or enter into any settlement with respect to, the Third-Party Claim in any
manner it reasonably may deem appropriate (and the Indemnified Party need not
consult with, or obtain any consent from, the Indemnifying Party in connection
therewith) and (B) the Indemnifying Party will remain responsible for any Adverse
Consequences the Indemnified Party may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third-Party Claim to the
fullest extent provided in this Section 8.


(f)            Determination of Adverse Consequences.  Indemnification
payments under this Section 8 shall be paid by the Indemnifying Party
without reduction for any Tax Benefits available to the Indemnified Party. However,
to the extent that the Indemnified Party 



 29
 









recognizes Tax Benefits as a result of any Adverse Consequences, the
Indemnified Party shall pay the amount of such Tax Benefits (but not in excess
of the indemnification payment or payments actually received from the
Indemnifying Party with respect to such Adverse Consequences) to the
Indemnifying Party as such Tax Benefits are actually recognized by the
Indemnified Party.  For this purpose, the
Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”)
with respect to a taxable year if, and to the extent that, the Indemnified
Party’s cumulative liability for Taxes through the end of such taxable year,
calculated by excluding any Tax items attributable to the Adverse Consequences
from all taxable years, exceeds the Indemnified Party’s actual cumulative
liability for Taxes through the end of such taxable year, calculated by taking
into account any Tax items attributable to the Adverse Consequences and the
receipt of indemnification payment under this Section 8 for all taxable
years (to the extent permitted by relevant Tax law and treating such Tax items
as the last items taken into account for any taxable year).  All indemnification payments under this Section
8 shall be deemed adjustments to the Purchase Price.


(g)           Exclusive Remedy.  Other
than with respect to the Net Asset Value Adjustment set forth in Section
2(g), Buyer and Seller acknowledge and agree that the foregoing
indemnification provisions in this Section 8 shall be the exclusive
remedy of Buyer and Seller with respect to the transactions contemplated by
this Agreement; provided that, in the case of fraud or willful
misrepresentation or breach, the foregoing indemnification provisions shall not
be exclusive, but shall be in addition to any other rights or remedies to which
Buyer and Seller or their respective assigns, as the case may be, may be
entitled at law or in equity.  Without
limiting the generality of the immediately preceding sentence, but subject to
the proviso contained therein, Buyer and Seller hereby waive any statutory,
equitable, or common law rights or remedies relating to any environmental
matters, including without limitation any such matters arising under any
Environmental, Health, and Safety Requirements and including without limitation
any arising under CERCLA. Blyth Guaranty. Blyth, as the direct and
beneficial owner of all of the equity interests of Seller, hereby agrees to
unconditionally, irrevocably and absolutely guaranty to Buyer and its permitted
assigns the prompt and complete payment of all amounts owing to such Person by
Seller pursuant to this Section 8. In the event Seller fails or refuses
to timely pay any amounts owing Buyer (or its permitted assigns) under this Section
8, Buyer (or its permitted assigns) shall make a written demand upon Blyth
at the address set forth on the signature page hereto to pay such unpaid
amounts.


Section 9.               [RESERVED]


Section 10.             Miscellaneous.


(a)           Press Releases and Public Announcements.  No
Party shall issue any press release or public announcement relating to the
subject matter of this Agreement without the prior written approval of the
other Party; provided, however, that any Party may make any
public disclosure it believes in good faith is required by applicable law or
any listing or trading agreement concerning its publicly traded securities (in
which case the disclosing Party will advise the other Party prior to making the
disclosure).



 30
 









(b)           No Third-Party Beneficiaries.  This
Agreement shall not confer any rights or remedies upon any Person other than
the Parties and their respective successors and permitted assigns.


(c)           Entire Agreement.  This Agreement (including the
documents (including, without limitation, the Confidentiality Agreement)
referred to herein) constitutes the entire agreement between the Parties and
supersedes any prior understandings, agreements, or representations by or
between the Parties, written or oral, to the extent they relate in any way to
the subject matter hereof.


(d)           Succession and Assignment.  This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Party; provided, however, that
Buyer may (i) assign any or all of its rights and interests hereunder to one or
more of its Affiliates and (ii) designate one or more of its Affiliates to
perform its obligations hereunder (in any or all of which cases Buyer
nonetheless shall remain responsible for the performance of all of its
obligations hereunder) and (iii) collaterally assign any or all of its rights
and interests hereunder to one or more lenders to the Buyer, including, without
limitation, Wachovia Bank, National Association, in its capacity as agent (the “Agent”)
for the lenders (the “Lenders”) from time to time party to that certain Loan
and Security Agreement by and among the Buyer, the Agent, and the Lenders as
the same may be amended, modified, supplemented, extended, renewed, restated or
replaced from time to time.


(e)           Payments
to Buyer.


Seller acknowledges that Buyer has collaterally assigned to the Agent
its rights and interests (but not obligations) under this Agreement.  If Seller is required to make a payment to
Buyer, Buyer hereby directs the Seller to pay such amount to Buyer by wire
transfer in cash pursuant to the following wire transfer instructions: to
Wachovia Bank, National Association, Atlanta, Georgia, ABA No. 053-207-766, for
credit to Wachovia Bank, National Association, Account No. 2000028274625 re: MVP
Group International, Inc. (the “Blocked Account”), unless another
account is designated by the Buyer, in writing, after the date hereof.  The Parties agree that amounts payable to
Buyer by Seller pursuant to any right of Buyer to indemnification under this
Agreement, or pursuant to Section 2(g) of this Agreement, may be offset
by Seller against amounts payable by Buyer under the Transition Services
Agreement or the Overstock Inventory Agreement. 
The Seller agrees (i) that it shall not offset amounts payable by Buyer
to it against the proceeds of Acquired Receivables that may be received by it
after the date hereof, such proceeds of Accounts Receivable to be forwarded as
provided in Section 6(a), above and (ii) to provide reasonable notice of
any proposed set off under this Section 10(e).


(f)            Counterparts.  This
Agreement may be executed in one or more counterparts (including by means of
electronic transmission), each of which shall be deemed an original but all of
which together will constitute one and the same instrument.



 31
 









(g)           Headings.  The section headings
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.


(h)           Notices.  All notices, requests,
demands, claims, and other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given on receipt as shown by
written or electronic records and either (i) delivered personally to the
recipient, (ii) sent to the recipient by reputable overnight courier service
(charges prepaid), (iii) sent to the recipient by facsimile transmission or
electronic mail, or (iv) mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, and addressed to the
intended recipient as set forth below:


	
  If to Seller:

  	
   

  	
  Blyth, Inc.

  
	
   

  	
   

  	
  One East Weaver Street

  
	
   

  	
   

  	
  Greenwich, CT 06831

  
	
   

  	
   

  	
  Attention: Michael S. Novins, Esq.

  
	
   

  	
   

  	
  Fax: (203) 552-9168

  
	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
  Finn Dixon & Herling LLP

  
	
   

  	
   

  	
  177 Broad Street, 15th Floor

  
	
   

  	
   

  	
  Stamford, CT 06901-2048

  
	
   

  	
   

  	
  Attention: Harold B. Finn III, Esq.

  
	
   

  	
   

  	
  Fax: (203) 325-5001

  
	
   

  	
   

  	
   

  
	
  If to Buyer:

  	
   

  	
  MVP Group International, Inc.

  
	
   

  	
   

  	
  1031 Le Grand Blvd.

  
	
   

  	
   

  	
  Charleston, SC 29492

  
	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
  Fax: (843) 216-8386

  
	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
  Nelson Mullins Riley & Scarborough LLP

  
	
   

  	
   

  	
  999 Peachtree Street, NE, 14th Floor

  
	
   

  	
   

  	
  Atlanta, GA 30309

  
	
   

  	
   

  	
  Attention: Rusty Pickering, Esq.

  
	
   

  	
   

  	
  Fax: (404) 817-6035

  
	
   

  	
   

  	
   

  
	
  Copy to:

  	
   

  	
  Wachovia Bank, National Association, as Agent

  
	
   

  	
   

  	
  171 17th Street NW

  
	
   

  	
   

  	
  Atlanta, GA 30363

  
	
   

  	
   

  	
  Attention: Portfolio Manager - MVP

  
	
   

  	
   

  	
  Fax: (404) 214-7299

  



 


Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Party notice in the manner herein set forth.  The copies referred to above in this Section
10(h) shall not be required to effectively deliver notice pursuant hereto to
the Parties and the failure of any Party to provide 



 32
 









such a copy or to provide a copy as provided for in
the notice provision(s) of any document, instrument or agreement executed in
connection herewith, shall not constitute a breach of this Agreement or of any
such document, instrument or agreement.


(i)            Governing Law.  This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict
of law provision or rule (whether of the New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of New York.


(j)            Amendments and Waivers.  No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by Buyer and Seller.  No waiver by any Party of any provision of
the Agreement or any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be valid unless the same
shall be in writing and signed by the Party making such waiver nor shall such
waiver be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence.


(k)           Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other
jurisdiction.


(l)            Expenses.  Each of Buyer and
Seller shall bear its own costs and expenses (including legal fees and
expenses) incurred in connection with this Agreement and the transactions
contemplated hereby.


(m)          Construction.  The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean including
without limitation.


(n)           Incorporation of Exhibits and Schedules.  The
Exhibits and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.


(o)           Confidentiality Agreement.  The
Parties acknowledge and agree that (a) each of the Parties shall be bound by
each and all of the terms, provisions and conditions set forth in the
Confidentiality Agreement as if it were an original party thereto, and by doing
so, it shall have all of the rights and obligations of a party thereto, with
Buyer having the same rights and obligations as MVP (as defined in the
Confidentiality Agreement) and Seller having the same rights and obligations as
Blyth (as defined in the Confidentiality Agreement) and (b) the Confidentiality
Agreement shall remain in full force and effect notwithstanding the execution
and delivery of this Agreement and the consummation of the transactions that
are contemplated hereby; provided, however, that in the event
that the transactions contemplated hereby are 



 33
 









consummated, Buyer shall be entitled to use, in connection with the
conduct of the business conducted by Buyer with the Acquired Assets, the
Confidential Information provided to it by Seller to conduct such
business.  Without limiting the
foregoing, Buyer and Seller acknowledge that each has heretofore provided, and
will hereafter provide, sensitive Confidential Information to the other and
that each has heretofore granted, and will hereafter grant, access to the other’s
personnel who are critical to the conduct of their respective businesses.
Accordingly, each of the Parties further promises and agrees that, in the event
that this Agreement is terminated for any reason, it will not thereafter (a)
use any Confidential Information provided to it by the other Party in
connection with the conduct of a business that is competitive with that of such
other Party, or (b) for a period of three years from the date of such
termination, hire, engage as a consultant or otherwise engage the services of
any of the other Party’s employees (the “Additional Assurances”). The
foregoing Additional Assurances are intended to supplement the Confidentiality
Agreement and shall be governed by the provisions of Sections 7, 9, 10 and 12
of the Confidentiality Agreement, which are incorporated herein and made a part
hereof. If the final judgment of a court of competent jurisdiction declares
that any term or provision of this Section 10(o) is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or
phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Section 10(o) shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.


* *
* * *



 34














IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.


	
  

  	
  MVP GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Troy Propes

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CANDLE CORPORATION OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Novins

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOLELY FOR PURPOSES OF SECTION 8(H):

  
	
   

  	
   

  
	
   

  	
  BLYTH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Michael Novins

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
  Address: 

  	
  One East Weaver Street

  	
   

  
	
   

  	
   

  	
   

  	
  Greenwich, CT 06831

  	
   

  



 


Signature
Page to Asset Purchase Agreement