EXHIBIT 2.1


                      STOCK AND ASSET PURCHASE AGREEMENT

                                by and between

                                 STANHOME INC.

                                      and

                  LABORATOIRES DE BIOLOGIE VEGETALE YVES ROCHER S.A.

                         dated as of November 24, 1997




                              TABLE OF CONTENTS

                                  ARTICLE I

                    PURCHASE AND SALE OF SHARES AND ASSETS

          Section 1.1   Group Subsidiary Sale Shares to be Sold   4
          Section 1.2   Assets to be Sold . . . . . . . . . . .   2
          Section 1.3   Consideration . . . . . . . . . . . .     4
          Section 1.4   Escrow  . . . . . . . . . . . . . . . .   4
          Section 1.5   Closing . . . . . . . . . . . . . . . .   4
          Section 1.6   Deliveries by Stanhome  . . . . . . . .   4
          Section 1.7   Deliveries by the Buyer . . . . . . . .   5
          Section 1.8   Requirements of Foreign Law . . . . . .   6
          Section 1.9   Currency Valuation  . . . . . . . . . .   6

                                  ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF STANHOME

          Section 2.1   Corporate Organization  . . . . . . . .   7
          Section 2.2   Authorization . . . . . . . . . . . . .   7
          Section 2.3   Capitalization  . . . . . . . . . . . .   8
          Section 2.4   Ownership of Group Subsidiary Sale Shares
                        and Assets  . . . . . . . . . . . . . .   9
          Section 2.5   Consents and Approvals; Non-
                        Contravention . . . . . . . . . . . . .   9
          Section 2.6   Financial Statements  . . . . . . . . .  10
          Section 2.7   Bank Accounts . . . . . . . . . . . . .  11
          Section 2.8   Inventory . . . . . . . . . . . . . . .  11
          Section 2.9   Accounts Receivable . . . . . . . . . .  11
          Section 2.10  Absence of Undisclosed Liabilities  . .  11
          Section 2.11  Interim Change  . . . . . . . . . . . .  12
          Section 2.12  Litigation  . . . . . . . . . . . . . .  14
          Section 2.13  No Violation  . . . . . . . . . . . . .  14
          Section 2.14  Owned Real Property . . . . . . . . . .  15
          Section 2.15  Leases  . . . . . . . . . . . . . . . .  16
          Section 2.16  Intellectual Property . . . . . . . . .  17
          Section 2.17  Contracts and Commitments . . . . . . .  18
          Section 2.18  Product Warranty and Returns  . . . .    21
          Section 2.19  Insurance . . . . . . . . . . . . . . .  21
          Section 2.20  Environmental Matters . . . . . . . . .  21
          Section 2.21  Taxes . . . . . . . . . . . . . . . . .  22
          Section 2.22  Labor Matters . . . . . . . . . . . . .  24
          Section 2.23  60-Day Active Dealers . . . . . . . . .  24
           
                                 ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE BUYER

          Section 3.1   Corporate Organization  . . . . . . . .  25
          Section 3.2   Authorization . . . . . . . . . . . . .  25
          Section 3.3   Consents and Approvals; Non-
                        Contravention . . . . . . . . . . . . .  25
          Section 3.4   Litigation  . . . . . . . . . . . . . .  26
          Section 3.5   Acquisition of Capital Stock of 
                        Each Group Subsidiary for Investment. .  26
          Section 3.6   Financing . . . . . . . . . . . . . . .  26
           
                                  ARTICLE IV

                                  COVENANTS

          Section 4.1   Spanish Transfer. . . . . . . . . . . .  26
          Section 4.2   Interim Distributions . . . . . . . . .  27
          Section 4.3   Italian Stock Transfer  . . . . . . . .  27
          Section 4.4   Retained Rights . . . . . . . . . . . .  27
          Section 4.5   Conduct of the Business . . . . . . . .  29
          Section 4.6   Access to Information . . . . . . . . .  33
          Section 4.7   Regulatory Compliance . . . . . . . . .  33
          Section 4.8   Consents and Approvals; Consultations .  34
          Section 4.9   Further Assurances  . . . . . . . . . .  34
          Section 4.10  Tax Refunds and Credits . . . . . . . .  35
          Section 4.11  Tax Benefit . . . . . . . . . . . . . .  35
          Section 4.12  Taxes for Short Taxable Year  . . . . .  36
          Section 4.13  Record Maintenance  . . . . . . . . . .  36
          Section 4.14  Tax Returns . . . . . . . . . . . . . .  37
          Section 4.15   Tax Contests . . . . . . . . . . . . .  37
          Section 4.16  Tax Cooperation . . . . . . . . . . . .  38
          Section 4.17  Resolution of Certain Conflicts . . . .  39
          Section 4.18  Transfer Taxes  . . . . . . . . . . . .  39
          Section 4.19  Tax Allocations . . . . . . . . . . . .  39
          Section 4.20  All Reasonable Efforts  . . . . . . . .  40
          Section 4.21  Acquisition Proposals . . . . . . . . .  40
          Section 4.22  Publicity . . . . . . . . . . . . . . .  40
          Section 4.23  Trade Payables, Royalties, Fees
                        and Intercompany Payables . . . . . . .  41
          Section 4.24  Subsidiary Cash Amount  . . . . . . . .  41
          Section 4.25  Releases  . . . . . . . . . . . . . . .  41
          Section 4.26  Terminations of Agreements  . . . . . .  41
          Section 4.27  Importance of Stanhome Dealers; Key
                        Employee Incentives . . . . . . . . . .  41
          Section 4.28  Liquidating Subsidiaries  . . . . . . .  41
          Section 4.29  Liabilities for Inadequate Reserves . .  42
          Section 4.30  Distribution Facilities . . . . . . . .  42

                                  ARTICLE V

                   CONDITIONS TO OBLIGATIONS OF THE PARTIES

          Section 5.1   Conditions to Each Party's Obligation .  42
          Section 5.2   Conditions to Obligations of Stanhome .  43
          Section 5.3   Conditions to Obligations of the Buyer.  44

                                  ARTICLE VI

                                 TERMINATION

          Section 6.1   Termination . . . . . . . . . . . . . .  45
          Section 6.2   Procedure for and Effect of Termination  46

                                 ARTICLE VII

                         SURVIVAL AND INDEMNIFICATION

          Section 7.1   Survival  . . . . . . . . . . . . . . .  47
          Section 7.2   Indemnification . . . . . . . . . . . .  47
          Section 7.3   Procedure for Indemnification . . . . .  48

                                 ARTICLE VIII

                              GENERAL PROVISIONS

          Section 8.1   Amendment and Waiver  . . . . . . . . .  50
          Section 8.2   Expenses  . . . . . . . . . . . . . . .  50
          Section 8.3   Broker's and Finder's Fees  . . . . . .  50
          Section 8.4   Notices . . . . . . . . . . . . . . . .  51
          Section 8.5   Entire Agreement; Binding Effect  . . .  52
          Section 8.6   Applicable Law  . . . . . . . . . . . .  52
          Section 8.7   Parties in Interest . . . . . . . . . .  52
          Section 8.8   Counterparts  . . . . . . . . . . . . .  52
          Section 8.9   Interpretation  . . . . . . . . . . . .  53
          Section 8.10  Severability  . . . . . . . . . . . . .  53

          Schedules

          SCHEDULE I --   GROUP SUBSIDIARIES/HOLDERS OF GROUP
                          SUBSIDIARY CAPITAL STOCK  . . . .     I-1

          SCHEDULE II --  CERTAIN ASSETS TO BE SOLD . . . .    II-1

          SCHEDULE III -- GROUP SUBSIDIARY SALE SHARES . . .  III-1

          SCHEDULE IV --  DIRECTORS . . . . . . . . . . . .    IV-1

          SCHEDULE V --   REQUIREMENTS OF FOREIGN LAW . . .     V-1

          SCHEDULE VI --  KEY GROUP SUBSIDIARY EMPLOYEES . .   VI-1

          SCHEDULE VII -- TAX ALLOCATION  . . . . . . . . .   VII-1

          Exhibits

          Exhibit A --  REPRESENTATIVE AGREEMENT  . . . . .     A-1

          Exhibit B --  ESCROW AGREEMENT  . . . . . . . . .     B-1

          Exhibit C --  SUPPLY AGREEMENT - Term Sheet . . .     C-1

          Exhibit D --  BILL OF SALE, ASSIGNMENT AND
                          ASSUMPTION  . . . . . . . . . . .     D-1

          Exhibit E --  TRANSFER AGREEMENT - France . . . .     E-1

          Exhibit F --  TRANSFER AGREEMENT - Italy  . . . .     F-1

          Exhibit G --  TRANSFER AGREEMENT - Mexico . . . .     G-1

          Exhibit H --  TRANSFER AGREEMENT - Spain  . . . .     H-1

          Exhibit I --  RESIGNATION LETTER  . . . . . . . .     I-1




                      STOCK AND ASSET PURCHASE AGREEMENT

                    This Stock and Asset Purchase Agreement (this
          "Agreement") is made and entered into as of this 24th day
          of November, 1997 by and between Stanhome Inc., a
          Massachusetts corporation ("Stanhome"), on its own behalf
          and as representative of and attorney-in-fact for the
          Qualifying Holders (as defined below), and Laboratoires
          de Biologie Vegetale Yves Rocher S.A., a corporation
          organized under the laws of France (the "Buyer").

                    WHEREAS, Stanhome and the Qualifying Holders
          (together, the "Sellers") collectively are the record
          owners of all of the Group Subsidiary Sale Shares (as
          defined below); and

                    WHEREAS, the record owners of the Group
          Subsidiary Sale Shares other than Stanhome (the
          "Qualifying Holders") are affiliates, employees or agents
          of Stanhome who or which hold their respective Group
          Subsidiary Sale Shares solely as nominal or qualifying
          shareholders pursuant to the requirements of applicable
          law; and

                    WHEREAS, the Qualifying Holders each have
          executed and delivered to Stanhome a Representative
          Agreement dated November 21, 1997, substantially in the
          form attached hereto as Exhibit A, providing for Stanhome
          to act as representative of and attorney-in-fact for the
          Qualifying Holders under and in connection with this
          Agreement; and

                    WHEREAS, the direct and indirect subsidiaries
          of Stanhome listed on Schedule I hereto (the "Group
          Subsidiaries") constitute all of the subsidiaries of
          Stanhome necessary for the conduct of the business of the
          Stanhome Worldwide Direct Selling Group, an operating
          group of Stanhome, other than Stanhome Capital Inc.,
          Stanhome Worldwide Direct Selling Group, Inc., Stanhome
          European Development Center, S.A. and Cosmhogar, S.A.
          (the "Group"), as it is currently being conducted; and

                    WHEREAS, Stanhome is the registered owner of
          the Intellectual Property (as defined below) indicated as
          owned by Stanhome on Section 2.16(f) of the Disclosure
          Schedule (as defined below) and holds the contract assets
          listed on Schedule II hereto (such Intellectual Property
          and contract assets, subject to the Retained Rights (as
          defined below), the "Assets") together with all
          liabilities associated therewith, and, except as
          described in Section 1.2 hereof, the Assets constitute
          all of the contract and property rights and other assets
          not owned, leased or licensed for use by one or more of
          the Group Subsidiaries which are necessary to the conduct
          of the business of the Group in the Territory (as defined
          below) as it is currently being conducted; and

                    WHEREAS, the Sellers desire to sell the Group
          Subsidiaries and Stanhome desires to sell the Assets, and
          assign all associated liabilities, to the Buyer, and the
          Buyer desires to purchase the Group Subsidiaries from the
          Sellers and to purchase the Assets, and assume all
          associated liabilities, from Stanhome, through the
          purchase by the Buyer of the Group Subsidiary Sale Shares
          from the Sellers and the Assets, together with all
          associated liabilities, from Stanhome, in each case upon
          the terms and subject to the conditions set forth in this
          Agreement;

                    NOW, THEREFORE, in consideration of the
          foregoing and the respective representations, warranties,
          covenants, agreements and conditions hereinafter set
          forth, and intending to be legally bound hereby, each of
          the parties hereto agrees as follows:

                                 ARTICLE I

                   PURCHASE AND SALE OF SHARES AND ASSETS
           
                    Section 1.1  Group Subsidiary Sale Shares to be
          Sold.  Upon the terms and subject to the conditions
          contained herein, at the Closing (as hereinafter
          defined), each Seller shall sell and transfer to the
          Buyer and its nominees (together, the "Transferees"), if
          any, and the Buyer shall purchase and accept from each
          Seller on behalf of itself and any other Transferees, the
          number and kind of shares of capital stock or other
          equity interests (as applicable) set forth on Schedule
          III hereto, which collectively constitute all of the
          issued and outstanding shares of capital stock or other
          equity interests (as applicable) of each of the Group
          Subsidiaries not owned of record by another Group
          Subsidiary (the "Group Subsidiary Sale Shares").
            
                    Section 1.2   Assets to be Sold.  

                         (a)     Upon the terms and subject to the
          conditions contained herein, at the Closing, Stanhome
          shall sell and transfer to the designated Transferees,
          and the Buyer shall purchase and accept from Stanhome on
          its own behalf and on behalf of any other Transferees the
          Assets, together with all associated liabilities.  The
          Assets constitute all contract and property rights and
          other assets not owned, leased or licensed for use by one
          or more Group Subsidiaries which are necessary to the
          conduct of the business of the Group as it is currently
          being conducted in the Territory (as defined below). 
          Stanhome and the Buyer expressly acknowledge that the
          Assets do not include, among other things, (i)  capital
          stock of any direct or indirect subsidiary of Stanhome
          (including without limitation the Group Subsidiary Sale
          Shares); (ii) the License Agreement dated January 16,
          1995 between Stanhome and CPAC, Inc. ("CPAC") and the
          related Agreement dated January 16, 1995 between Stanhome
          and CPAC, as amended (together, the "CPAC Agreements");
          (iii) the Trademark License Agreement dated August 6,
          1992 between Stanhome and Stanlar Produtos Para o Lar
          Ltda. ("Stanlar"), as amended, and the Manufacturing and
          Distribution Agreement dated August 6, 1992 between
          Stanhome and Stanlar (together, the "Stanlar Agreements"
          and together with the CPAC Agreements, the "Third-party
          Agreements"); and (iv) the "Stanley" and "Stanley Home
          Products" word trademarks and the "C-PLUS" trademark in
          Brazil, Canada, the United States and Puerto Rico,
          together with such other rights, matters and things
          (whether owned, leased, licensed for use or held as of
          the date hereof by Stanhome) as necessary to ensure that
          Stanhome is able to comply with its obligations under the
          Third-party Agreements after the Closing (such
          trademarks, rights, matters and things described in this
          clause (iv) being referred to herein as the "Retained
          Rights").
           
                         (b)     For purposes of this Agreement,
          "Territory" shall mean the world, except as otherwise
          provided in this Section 1.2(b).  Until the earlier of
          the termination of the CPAC Agreements or the assignment
          of the CPAC Agreements to the Buyer, the term "Territory"
          shall mean, with respect to the Retained Rights
          applicable to the CPAC Agreements (including without
          limitation the "Stanley" and "Stanley Home Products" word
          trademarks and the C-PLUS trademark in Canada, the United
          States and Puerto Rico (the "CPAC Marks")), the world
          other than Canada, the United States and Puerto Rico. 
          Until the earlier of the termination of the Stanlar
          Agreements or the assignment of the Stanlar Agreements to
          the Buyer, the term "Territory" shall mean, with respect
          to the Retained Rights applicable to the Stanlar
          Agreements (including without limitation the "Stanley"
          and "Stanley Home Products" word trademarks in Brazil
          (the "Stanlar Marks")), the world other than Brazil.

                    Section 1.3 Consideration.  Upon the terms and
          subject to the conditions contained herein and in
          consideration of, and in full payment for, the aforesaid
          sale and transfer of the Assets and the Group Subsidiary
          Sale Shares, at the Closing, the Buyer shall pay to
          Stanhome, the Escrow Agent (as defined below) and, to the
          extent required, to the Tax (as defined below)
          Authorities of Venezuela as specified in Schedule V
          hereto, at the time and in the relative amounts set forth
          in Section 1.7 hereof, in immediately available funds, an
          aggregate amount equal to the sum (such sum being
          referred to herein as the "Total Purchase Price") of:

                    (a)  330,000,000 French francs (the
          "Transaction Cash Amount"); plus

                    (b)  The Subsidiary Cash Amount (as defined
          below). 

          For the purposes of this Agreement, "Subsidiary Cash
          Amount" means the sum of:

               $13,800,000, plus

               the net after-tax gain on the Italian Stock Transfer
               (as defined below), plus 

               the net after-tax gain on the Spanish Transfer (as
               defined below), plus

               any mutually agreed cash contribution to any of the
               Group Subsidiaries between the date of this
               Agreement and the Closing Date, less

               all dividends and other distributions (including any
               Interim Distribution) paid or made by any of the
               Group Subsidiaries from October 30, 1997 to the
               Closing Date (as defined below),

          representing the minimum amount of cash and cash
          equivalents (including the Common Stock (as defined
          below) currently owned of record by Stanhome S.p.A. as of
          the Closing Date), net of bank debt, calculated using the
          Exchange Rate. 

          For purposes of this Agreement, "Exchange Rate" shall
          mean the average U.S. dollar equivalent spot rate for the
          respective currencies comprising the Subsidiary Cash
          Amount  over the two business days for which such rates
          are published in the Eastern United States edition of The
          Wall Street Journal on the day which is two business days
          prior to the Closing Date.

                    Section 1.4  Escrow.  Stanhome, the Buyer and
          The First National Bank of Chicago or such other escrow
          agent as the parties hereto mutually select, as escrow
          agent  (the "Escrow Agent"), are entering into an Escrow
          Agreement as of the Closing Date, in substantially the
          form attached hereto as Exhibit B (the "Escrow
          Agreement"), providing for (a) the delivery of an amount
          equal to FF66,000,000 (the "Escrow Amount"), by the Buyer
          to the Escrow Agent and (b) the retention, holding,
          distribution and delivery of the Escrow Amount by the
          Escrow Agent upon the terms and subject to the conditions
          set forth in the Escrow Agreement.
                     
                    Section 1.5  Closing.  The closings of the
          transactions contemplated by this Agreement will occur at
          10:00 a.m., local time, on December 18, 1997, at the
          principal office of Stanhome in respect of the Assets and
          at the principal office of each Group Subsidiary as to
          which Group Subsidiary Sale Shares are to be sold hereby,
          or on such other date or at such other time or place (or
          places) as Stanhome and the Buyer shall mutually agree in
          advance thereof, so long as the place of the closing of
          the sale of Group Subsidiary Shares for each Group
          Subsidiary is in the country of organization of that
          Group Subsidiary.  Such closings, which shall be deemed
          to occur simultaneously, are referred to herein
          collectively as the "Closing."  The time and date of the
          Closing is sometimes referred to herein as the "Closing
          Date."
                     
                    Section 1.6  Deliveries by Stanhome.  On the
          Closing Date, Stanhome will deliver or cause to be
          delivered to the Buyer or the Buyer's nominees the
          following:

                         (a)     stock certificates evidencing the
          Group Subsidiary Sale Shares free and clear of any Liens
          (as defined below), duly endorsed in blank or accompanied
          by appropriate stock powers or other stock transfer
          forms, as applicable, duly executed in blank (if
          permitted by applicable law), in proper form for transfer
          and with all requisite stock transfer stamps, if any,
          attached or provided for;

                         (b)     the stock book, stock ledger,
          minute book and corporate seal (if any) of each of the
          Group Subsidiaries, where permitted by applicable law;

                         (c)     the Escrow Agreement, executed by
          Stanhome and the Escrow Agent;

                         (d)     a Supply Agreement between
          Cosmhogar, S.A. and the Buyer, incorporating and limited
          to the terms and provisions set forth in Exhibit C hereto
          (the "Supply Agreement"), executed by Cosmhogar, S.A.;

                         (e)     a Bill of Sale, Assignment and
          Assumption, substantially in the form attached hereto as
          Exhibit D (the "Bill of Sale"); executed by Stanhome;

                         (f)     instruments of assignment executed
          by Stanhome covering each Asset which is Intellectual
          Property, in proper form for filing with the appropriate
          Governmental Entity (as defined below), to effect the
          transfer of record ownership of each Asset which is
          Intellectual Property from Stanhome to the Buyer or its
          nominees;

                         (g)     separate share purchase
          agreements,  substantially in the forms attached hereto
          as Exhibits E through H (the "Transfer Agreements"),
          executed by Stanhome;

                         (h)     the written resignations,
          substantially in the form attached hereto as Exhibit I,
          of each of the directors of each of the Group
          Subsidiaries listed on Schedule IV hereto from their
          respective positions as directors, effective as of the
          Closing Date; and

                         (i)     such other instruments or
          documents (including without limitation those required by
          applicable law in various jurisdictions) as may be
          reasonably necessary to carry out the transactions
          contemplated by this Agreement and to comply with the
          terms hereof, including without limitation all books and
          records, accounting, regulatory and personnel files and
          all other documentation material to the conduct of the
          operations of the Group Subsidiaries and not in the
          possession of one or more of the Group Subsidiaries at
          the Closing Date.

                    Section 1.7   Deliveries by the Buyer.  On the
          Closing Date, the Buyer will deliver or cause to be
          delivered the following:

                         (a)     an amount equal to the Total
          Purchase Price minus the Escrow Amount, to Stanhome and
          to the Tax Authority of Venezuela as specified in
          Schedule V hereto;

                         (b)     the Escrow Amount, to the Escrow
          Agent;

                         (c)     the Escrow Agreement, executed by
          the Buyer, to Stanhome;

                         (d)     the Supply Agreement, executed by
          the Buyer, to Cosmhogar, S.A.; 

                         (e)     the Bill of Sale, executed by the
          Buyer, to Stanhome;

                         (f)     a certificate from each Transferee
          other than the Buyer, in accordance with the provisions
          of Section 5.2(c) hereof, to Stanhome;

                         (g)     the Transfer Agreements executed
          by the Buyer, to Stanhome; and

                         (h)     such other instruments or
          documents (including without limitation those required by
          applicable law in various jurisdictions) as may be
          reasonably necessary to carry out the transactions
          contemplated by this Agreement and to comply with the
          terms hereof to Stanhome.
                     
                    Section 1.8  Requirements of Foreign Law. 
          Certain significant procedural and substantive legal
          requirements relating to the transactions contemplated
          hereby (including without limitation separate share
          purchase agreements) in each jurisdiction in which a
          Group Subsidiary is organized are set forth in Schedule V
          hereto.
                     
                    Section 1.9  Currency Valuation.  Except as
          otherwise provided in Section 7.3(d) hereof, for purposes
          of calculating or otherwise determining thresholds, caps
          or other amounts set forth in this Agreement in U.S.
          dollars, components of any such amounts which are
          reflected or presented in any currency other than U.S.
          dollars shall be converted to U.S. dollars using the
          average U.S. dollar equivalent spot rate for such
          currencies over the two business days for which such
          rates are published in the Eastern United States edition
          of The Wall Street Journal on the day which is two days
          prior to the date hereof.

                                  ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF STANHOME

                    Stanhome hereby represents and warrants to the
          Buyer as follows:
                     
                    Section 2.1 Corporate Organization.

                         (a)  Stanhome is a corporation duly
          organized, validly existing and in good standing under
          the laws of the Commonwealth of Massachusetts and has the
          corporate power and authority to own or lease its
          properties and to carry on its business as it is
          currently being conducted.

                         (b)  Each of the Group Subsidiaries
          is a corporation or other entity duly organized, validly
          existing and in good standing (if such status is
          recognized under applicable law) under the laws of its
          respective jurisdiction of organization, as specified and
          listed in Section 2.1(b) of the Disclosure Schedule, and
          has the corporate or other power and authority to own or
          lease its properties and to carry on its business as it
          is currently being conducted.  The copies of the
          organizational documents of each Group Subsidiary (the
          "Organizational Documents"), attached to the disclosure
          schedule delivered by Stanhome to the Buyer on or prior
          to the date hereof (the "Disclosure Schedule") as Exhibit
          D to the Disclosure Schedule, are complete and correct
          copies of such instruments as currently in effect.

                    Section 2.2 Authorization.

                         (a) Stanhome has the requisite
          corporate power and authority to enter into this
          Agreement and the other agreements, documents and
          instruments to be executed and delivered pursuant hereto
          by Stanhome on its own behalf (the "Additional Stanhome
          Documents") and to carry out the transactions
          contemplated hereby and thereby.  The execution and
          delivery of this Agreement and the Additional Stanhome
          Documents and the consummation of the transactions
          contemplated hereby and thereby have been duly authorized
          by the Board of Directors of Stanhome, and no other
          proceedings on the part of Stanhome or its stockholders
          are necessary to authorize the execution and delivery of
          this Agreement and the Additional Stanhome Documents and
          the transactions contemplated hereby and thereby.  This
          Agreement and each of the Additional Stanhome Documents
          have been executed and delivered by Stanhome and,
          assuming that this Agreement and each of the Additional
          Stanhome Documents constitute valid and binding
          obligations of the Buyer and the other parties thereto,
          constitute valid and binding obligations of Stanhome,
          enforceable against Stanhome in accordance with their
          respective terms, except that enforcement hereof and
          thereof may be limited by (i) bankruptcy, insolvency,
          reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditors' rights
          generally and (ii) general principles of equity
          (regardless of whether enforceability is considered in a
          proceeding at law or in equity).

                         (b) Stanhome has the requisite
          power and authority to enter into this Agreement and the
          other agreements, documents and instruments to be
          executed and delivered pursuant hereto by Stanhome as
          representative and attorney-in-fact for the Qualifying
          Holders (the "Additional Holder Documents") and to carry
          out the transactions contemplated hereby and thereby. 
          When fully executed and delivered, assuming that this
          Agreement and each of the Additional Holder Documents
          constitute valid and binding obligations of the Buyer and
          the other parties thereto, this Agreement and each of the
          Additional Holder Documents will constitute valid and
          binding obligations of the Qualifying Holders,
          enforceable against the Qualifying Holders in accordance
          with their respective terms, except that enforcement
          hereof and thereof may be limited by (i) bankruptcy,
          insolvency, reorganization, moratorium or other similar
          laws now or hereafter in effect relating to creditors'
          rights generally and (ii) general principles of equity
          (regardless of whether enforceability is considered in a
          proceeding at law or in equity).
           
                    Section 2.3 Capitalization.  The entire
          authorized and outstanding capital stock or other equity
          interests (as applicable) of each of the Group
          Subsidiaries is as set forth in Section 2.3(a) of the
          Disclosure Schedule.  All of the outstanding shares of
          capital stock or other equity interests (as applicable)
          of each Group Subsidiary are duly authorized for
          issuance, have been validly issued and are fully paid,
          nonassessable and, except as set forth in Section 2.3(b)
          of the Disclosure Schedule, free of any mortgage, pledge,
          security interest, encumbrance, lien, claim, liability or
          charge of any kind or right of others of whatever nature,
          preemptive rights or other restrictions with respect
          thereto, whether pertaining to a Governmental Entity or
          otherwise ("Liens").  Schedule I hereto sets forth
          completely and accurately the record ownership of all
          outstanding shares of capital stock or other equity
          interests (as applicable) of each Group Subsidiary as of
          the date hereof.  There are no securities outstanding
          which are convertible into or exercisable or exchangeable
          for shares of capital stock or other equity interests (as
          applicable) of any of the Group Subsidiaries, and there
          are no outstanding options, rights, contracts, warrants,
          subscriptions, conversion rights or other agreements or
          commitments (a) pursuant to which any of the Group
          Subsidiaries may be required to purchase, redeem, issue,
          transfer subject to a Lien or sell any shares of the
          capital stock or other equity interests (as applicable)
          of itself or of any other Group Subsidiary or (b) in any
          way relating to the issuance, ownership or voting of the
          capital stock or other equity interests (as applicable)
          of any Group Subsidiary or the placement of a Lien
          thereon.

                    Section 2.4 Ownership of Group Subsidiary
          Sale Shares and Assets.  Except as set forth in Section
          2.4 of the Disclosure Schedule:  (a) the Sellers have,
          and at the Closing, upon delivery by the Buyer of the
          Total Purchase Price pursuant to Sections 1.3 and 1.7
          hereof, the Transferees will acquire, good and valid
          record and beneficial ownership of the Group Subsidiary
          Sale Shares, free and clear of any Liens; (b) the Group
          Subsidiaries that own of record outstanding shares of
          capital stock or other equity interests (as applicable)
          of another Group Subsidiary (each, an "Indirect Group
          Subsidiary") have, and at the Closing, upon delivery by
          the Buyer of the Total Purchase Price pursuant to
          Sections 1.3 and 1.7 hereof, the Transferees will acquire
          by the Buyer's purchase of the Group Subsidiaries owning
          of record such outstanding capital stock or other equity
          interests (as applicable) beneficial ownership, free and
          clear of all Liens, of all issued and outstanding shares
          of capital stock or other equity interests (as
          applicable) of the Indirect Group Subsidiaries other than
          those shares or interests that are Group Subsidiary
          Shares (the "Indirect Group Subsidiary Shares"); and (c)
          Stanhome has, and at the Closing, upon delivery by the
          Buyer of the Total Purchase Price pursuant to Sections
          1.3 and 1.7 hereof, the Transferees will acquire, good,
          valid and marketable title to the Assets, free and clear
          of any Liens.  The Assets constitute all contract and
          property rights and other assets not owned, leased or
          licensed for use by one or more Group Subsidiaries which
          are necessary to the conduct of the business of the Group
          as it is currently being conducted in the Territory.  The
          parties intend that all right, title and interest in the
          Group Subsidiary Sale Shares transfer from the Seller to
          the Buyer or other Transferees at the time and place of
          the closing for such Group Subsidiary Sale Shares.
           
                    Section 2.5 Consents and Approvals; Non-
          Contravention.  Except as set forth herein or in Section
          2.5 of the Disclosure Schedule, neither the execution or
          delivery of this Agreement, the Additional Holder
          Documents or of any of the Additional Stanhome Documents
          by Stanhome (whether on its own behalf or on behalf of
          any Seller), nor the consummation by Stanhome  (whether
          on its own behalf or on behalf of any Seller) of the
          transactions contemplated hereby or thereby, nor the
          compliance by Stanhome with any of the provisions hereof
          or thereof will (a) violate any provision of the Restated
          Articles of Organization, as amended, or By-Laws of
          Stanhome or the Organizational Documents, each as
          currently in effect, (b) except for any required filings
          under applicable U.S. or foreign antitrust or trade
          regulation laws or regulations (including without
          limitation those under the Securities Exchange Act of
          1934, as amended (the "Exchange Act")), require any
          filing with, or permit, authorization, consent or
          approval of, any court, arbitral tribunal, administrative
          agency or commission or other governmental or regulatory
          authority or agency (a "Governmental Entity"), (c)
          require any consent, approval or authorization under any
          note, bond, mortgage, indenture, lease, license,
          contract, agreement or other instrument or obligation to
          which any of the Group Subsidiaries is a party or by
          which any of the Group Subsidiaries or any of their
          respective properties or assets may be bound, (d) violate
          any order, writ, injunction, decree, statute, rule or
          regulation applicable to Stanhome or any of the Group
          Subsidiaries, or any of their respective properties or
          assets, or (e) result in a violation or breach of, or
          constitute (with or without notice or lapse of time or
          both) a default (or give rise to any right of
          termination, amendment, cancellation or acceleration or
          any loss of a material benefit) under, or result in the
          creation or imposition of (or the obligation to create or
          impose) any Lien upon the Assets or upon any of the
          properties or assets of any of the Group Subsidiaries
          under, any note, bond, mortgage, indenture, lease,
          license, contract, agreement or other instrument or
          obligation to which any of the Group Subsidiaries is a
          party or by which (i) any of the Assets or (ii) any of
          the Group Subsidiaries or any of their respective
          properties or assets may be bound, except, in the case of
          clauses (b), (c), (d) and (e), for such filings,
          consents, violations, breaches, defaults or Liens which
          would not reasonably be expected to materially impair the
          ability of Stanhome to perform its obligations hereunder
          or which, either individually or in the aggregate, would
          not reasonably be expected to have a material adverse
          effect on the business, operations, properties, assets,
          liabilities, financial condition or results of operations
          of the Group, it being agreed between the parties that
          the termination of employment (whether voluntary or
          involuntary) of any key Group Subsidiary employee (as set
          forth on Schedule VI hereto) shall not be deemed to
          constitute or, as to the direct, foreseeable consequences
          of such termination, contribute to such a material
          adverse effect (a "Material Adverse Effect").

                    Section 2.6 Financial Statements.  The
          respective (a) audited balance sheets of each of the
          Group Subsidiaries dated December 31, 1996, 1995 and
          1994, (b) unaudited balance sheets of each of the Group
          Subsidiaries dated October 30, 1997, (c) audited income
          statements of each of the Group Subsidiaries for the
          years ended December 31, 1996, 1995 and 1994, (d)
          unaudited statements of cash flow of each of the Group
          Subsidiaries for the years ended December 30, 1996, 1995
          and 1994 and (e) unaudited income statements and
          statements of cash flow of each of the Group Subsidiaries
          for the ten months ended October 30, 1997, in each case
          as set forth and described in Section 2.6 of the
          Disclosure Schedule (collectively, the "Financial
          Statements"), fairly present the financial condition of
          each of the Group Subsidiaries as of the dates and for
          the periods indicated (subject in the case of interim
          statements to normal year-end adjustments) and, except
          for the statements of cash flow, have been prepared in
          accordance with U.S. generally accepted accounting
          principles as historically and consistently applied by
          Stanhome as described in Section 2.6 of the Disclosure
          Schedule (subject to the absence of required footnote
          disclosure, if any); provided, however, that any matter
          or thing relating to inventory, accounts receivable or
          absence of undisclosed liabilities which does not
          constitute a breach of the representations and warranties
          set forth in Sections 2.8, 2.9 and 2.10 hereof shall not
          constitute a breach of this Section 2.6.
           
                    Section 2.7 Bank Accounts.  Section 2.7 of
          the Disclosure Schedule sets forth a complete and
          accurate list of each banking, brokerage or other
          financial service account of each Group Subsidiary,
          together with the authorized signatories thereto.

                    Section 2.8 Inventory.  Except as set forth
          in Section 2.8 of the Disclosure Schedule, the inventory
          reflected in the Financial Statements, taken as a whole,
          net of reserves for losses on slow-moving and obsolete
          inventory, was determined in accordance with U.S.
          generally accepted accounting principles as historically
          and consistently applied, and the inventory of the Group
          Subsidiaries, taken as a whole, is saleable in the
          ordinary course of business for the aggregate amount
          therefor reflected on the Financial Statements, net of
          reserves for losses on slow-moving and obsolete
          inventory.

                    Section 2.9 Accounts Receivable.  Except as
          set forth in Section 2.9 of the Disclosure Schedule,
          accounts receivable reflected in the Financial
          Statements, taken as a whole, were determined in
          accordance with U.S. generally accepted accounting
          principles, as historically and consistently applied, and
          all outstanding accounts receivable of the Group
          Subsidiaries, taken as a whole, net of allowance for
          doubtful accounts, represent sales, actually made in the
          ordinary course of business and are collectible in the
          ordinary course of business for the aggregate amount
          therefor reflected on the Financial Statements,  net of
          allowance for doubtful accounts.

                    Section 2.10 Absence of Undisclosed Liabilities. 
          Except as (a) set forth in the Financial Statements or
          Section 2.10 of the Disclosure Schedule or (b) incurred
          since October 30, 1997 in the Ordinary Course of Business
          (as defined below), there are no debts, liabilities or
          obligations, contingent or otherwise, which would, net of
          reserves applicable thereto, reasonably be expected to
          have a Material Adverse Effect.  Notwithstanding the
          previous sentence, no Group Subsidiary, taken
          individually, has liabilities or obligations for legal
          proceedings, Taxes or labor matters, contingent or
          otherwise, covered in Sections 2.12, 2.21 and 2.22
          hereof, including the Disclosure Schedules pertaining
          thereto, in excess of the applicable aggregate reserves
          for such liabilities or obligations, taken as a whole for
          such Group Subsidiary.
                     
                    Section 2.11 Interim Change.  Except as set forth
          in Section 2.11 of the Disclosure Schedule or as
          otherwise contemplated by this Agreement, since October
          30, 1997, the Group Subsidiaries have been operating only
          in, and have not engaged in any material transactions
          other than in, the ordinary course of business 
          consistent with past practice, after giving effect to
          changes represented by the Group's "Vision 2000"
          initiative (the "Ordinary Course of Business"), including
          without limitation, with respect to quantity and
          frequency, and there has not been (a) any damage,
          destruction or other casualty loss with respect to any
          asset or property owned, leased or otherwise used by any
          of the Group Subsidiaries which was not covered by
          insurance and which has had, or would reasonably be
          expected to have, a Material Adverse Effect or (b) any
          strike, lockout, work stoppage or slowdown by employees
          of any of the Group Subsidiaries, in each case whether
          actual or threatened, which has had, or would reasonably
          be expected to have, a Material Adverse Effect.  Without
          limiting the foregoing, since October 30, 1997, except as
          otherwise contemplated by this Agreement or set forth in
          Section 2.11 of the Disclosure Schedule, none of the
          individual Group Subsidiaries has:

                             (i)    sold, leased, transferred or
          otherwise disposed of any material tangible assets or
          property (including Indirect Group Subsidiary Shares),
          except for sales or transfers of inventory or surplus
          assets in the Ordinary Course of Business, or waived or
          released any rights of material value related to the
          business of the Group, or cancelled, compromised,
          released or assigned any material debt or material claim
          of value relating to the business of the Group, except in
          any such case in the Ordinary Course of Business;

                             (ii)    mortgaged, pledged or
          subjected to any Lien (a) any of the assets of any of the
          Group Subsidiaries outside of the Ordinary Course of
          Business or (b) any Indirect Group Subsidiary Shares;

                             (iii)    made (or committed to make)
          capital expenditures in an amount in excess of
          US$200,000;

                             (iv)    assigned, transferred or
          granted any material licenses or sublicenses or other
          material rights to use any Intellectual Property or
          entered into any material settlement regarding the breach
          or infringement of any Intellectual Property owned, used
          or licensed by any of the Group Subsidiaries, or modified
          any material existing rights with respect thereto;

                             (v)    instituted, settled or agreed
          to settle any material litigation, action or proceeding
          before any Governmental Entity outside of the Ordinary
          Course of Business;

                             (vi)    made any material purchase
          commitment or material change in the selling, pricing,
          advertising, distribution, marketing, warranty or
          personnel practices, in any such case outside of the
          Ordinary Course of Business;

                             (vii)    incurred (a) any indebtedness
          for money borrowed on behalf of the Group Subsidiaries in
          excess of US$500,000 in the aggregate or (b) any
          liability or obligation of any of the Group Subsidiaries,
          direct or indirect, whether accrued, absolute, contingent
          or otherwise, in excess of US$500,000, except for
          liabilities and obligations arising in the Ordinary
          Course of Business;

                             (viii)    assumed, guaranteed,
          endorsed or otherwise become responsible for the
          obligations of any individual, partnership, corporation,
          limited liability company, association, joint stock
          company, trust or joint venture (a "Person") other than a
          Group Subsidiary or made any loans or advances to any
          Person other than a Group Subsidiary, in each case except
          in the Ordinary Course of Business;

                             (ix)    to the knowledge of Stanhome
          (as such term is defined below), suffered any change in
          its relations with employees, agents, distributors,
          customers or suppliers which would be reasonably expected
          to have a Material Adverse Effect;

                             (x)    declared, set aside, paid or
          made any dividend or other distribution with respect to
          its capital stock, whether payable in cash, stock or
          property or redeemed any shares of capital stock or made
          any other distributions with respect to its capital stock
          or the holders thereof payable in stock or property;

                             (xi)    entered into or terminated any
          contracts other than purchase orders entered into or
          terminated in the Ordinary Course of Business with
          respect to which the aggregate amount reasonably expected
          to be received or paid thereunder in the future by such
          Group Subsidiary exceeds US$500,000 (or is in excess of
          US$250,000 per annum);

                             (xii)    granted any material increase
          in compensation or fringe benefits (other than
          compensation increases made in the Ordinary Course of
          Business and related changes in fringe benefits) of any
          employees, agents, distributors or consultants, or paid
          or agreed to pay any material pension or retirement
          allowance, life insurance premiums or other material
          benefit payments not required by any existing employment
          agreement or plan to any such employees and not in the
          Ordinary Course of Business, or committed itself to make
          material variations in or material waivers with respect
          to, or amended in any material respect, any employment
          agreement or plan with or for the benefit of any employee
          or other person, or instituted or adopted any
          compensation or benefit program, plan or arrangement for
          employees or collective bargaining agreement, in any such
          case outside the Ordinary Course of Business;

                             (xiii)    entered into any supply,
          franchise, distribution or preferred supplier agreement,
          with respect to which the aggregate amount reasonably
          expected to be received or paid thereunder in the future
          exceeds US$200,000 (or is in excess of US$100,000 per
          annum); or

                             (xiv)    entered into any written
          agreement or made any written commitment to take any of
          the types of action described in paragraphs (i) through
          (xiii) above, except as set forth or referenced elsewhere
          herein.

          For purposes of this Agreement, "knowledge of Stanhome"
          shall mean the actual knowledge, based upon reasonable
          investigation, of Stanhome and/or Stanhome Worldwide
          Direct Selling Group, Inc.

                    Section 2.12 Litigation. Except as set forth in 
          Section 2.12 of the Disclosure Schedule, there is no claim, 
          action, suit, inquiry, proceeding or investigation by or 
          before any Governmental Entity or arbitrator pending or, 
          to the knowledge of Stanhome, threatened against or involving 
          Stanhome or any of the Group Subsidiaries or affecting the Assets 
          or any of the respective properties or assets of any of the
          Group Subsidiaries, including without limitation, any
          product liability or product warranty claim or
          proceeding, which, individually or in the aggregate, has
          had or would reasonably be expected to have a Material
          Adverse Effect or which in any manner seeks to prevent,
          enjoin, alter or delay any transaction contemplated
          hereby.
                     
                    Section 2.13 No Violation.  Except as set forth in 
          Section 2.13 of the Disclosure Schedule, neither Stanhome, nor 
          any of the Group Subsidiaries is in breach or violation of, 
          or in default under (and no event has occurred which with
          notice or lapse of time or both would constitute such a
          breach, violation or default), any term, condition or
          provision of (a) its respective Organizational Documents,
          (b) any order, writ, injunction, decree, statute, rule or
          regulation applicable to it or any of its properties or
          assets, including without limitation, applicable consumer
          protection and product safety laws and regulations or (c)
          any note, bond, mortgage, indenture, lease, license,
          contract, agreement or other instrument or obligation,
          including any Benefit Plan (as defined below), to which
          it is a party or by which it or any of its properties or
          assets are bound, which breach, violation or default
          would reasonably be expected to have a Material Adverse
          Effect or otherwise have a material adverse effect on the
          consummation of the transactions contemplated hereby. 
          Each of Stanhome and the Group Subsidiaries has, and is
          in compliance with, all licenses, permits, variances,
          exemptions, orders, approvals and other authorizations of
          all Governmental Entities as are necessary in order to
          enable it to own and conduct its business as currently
          conducted, the lack of which, under applicable law, rule
          or regulation, (x) would have a material adverse effect
          on the consummation of the transactions contemplated by
          this Agreement or (y) individually or in the aggregate,
          would reasonably be expected to have a Material Adverse
          Effect.
                     
                    Section 2.14 Owned Real Property.

                         (a)  Section 2.14 of the Disclosure
          Schedule contains a complete and correct list of all
          material real property and appurtenant easements owned by
          each Group Subsidiary (the "Owned Real Property").

                         (b)  Except as set forth in Section 2.14
          of the Disclosure Schedule, each Group Subsidiary has
          good and marketable title to each parcel of Owned Real
          Property identified as being owned by it on Section 2.14
          of the Disclosure Schedule, free and clear of any Liens,
          other than Liens for Taxes (as defined below) not yet
          due.

                         (c)  There are no outstanding options or
          rights of first refusal to purchase the Owned Real
          Property, or any portion thereof or interest therein.

                         (d)  The Owned Real Property, the Leased
          Real Property (as defined below) and appurtenant
          easements listed in Section 2.14 of the Disclosure
          Schedule include all of the land, buildings, offices and
          structures necessary to the conduct of the business of
          the Group as it is currently being conducted in the
          Territory.

                         (e)  There are no proceedings in eminent
          domain or other similar proceedings pending or, to the
          knowledge of Stanhome, threatened, affecting any portion
          of the Owned Real Property that would reasonably be
          expected to have a Material Adverse Effect.

                         (f)  To the knowledge of Stanhome, the
          current use and operation of the Owned Real Property does
          not violate any applicable building, zoning, subdivision
          and other land use or similar laws, codes, ordinances,
          rules, regulations and orders of Governmental Entities
          (collectively, the "Real Property Law"), except as would
          not reasonably be expected to have a Material Adverse
          Effect, and neither Stanhome nor any of the Group
          Subsidiaries has received any notice of violation or
          claimed violation of any Real Property Law.  To the
          knowledge of Stanhome, there is no pending or anticipated
          change in any Real Property Law that would reasonably be
          expected to have a Material Adverse Effect.
                     
                    Section 2.15 Leases.

                         (a) Section 2.15 of the Disclosure
          Schedule contains a complete and correct list of all real
          property and personal property leases to which any of the
          Group Subsidiaries is a party or is bound with respect to
          which the aggregate amount reasonably expected to be
          received or paid thereunder is in excess of US$100,000
          per annum (the "Leases").  Stanhome has made available to
          Buyer correct and complete copies of the Leases.  Each of
          the Leases is in full force and effect, except as
          disclosed in Section 2.15 of the Disclosure Schedule and
          except where failure to be in full force and effect would
          not reasonably be expected to have a Material Adverse
          Effect.  Except as disclosed in Section 2.15 of the
          Disclosure Schedule, none of the Group Subsidiaries, and
          to the knowledge of Stanhome, no other party is, in
          default under any Lease, and to the knowledge of
          Stanhome, no event has occurred and is continuing that
          constitutes or, with notice or the passage of time or
          both, would constitute such a default under any Lease,
          except for such defaults as would not reasonably be
          expected to have a Material Adverse Effect.  For purposes
          of this Agreement, the term "Leased Real Property" means
          all real property, subject to a Lease, that is used in
          connection with or necessary to carry on the business of
          the Group Subsidiaries.

                         (b) As to the Leases:

                             (i)    neither Stanhome nor any of
          the Group Subsidiaries has received notice of a
          proceeding in eminent domain, for eviction or other
          proceeding affecting or relating to the Leased Real
          Property; and

                             (ii)    neither Stanhome nor any of
          the Group Subsidiaries has received notice that the
          current use and operation of the Leased Real Property
          violates, in any material respect, any instrument of
          record, lease or other agreement affecting the Leased
          Real Property or any Real Property Laws.
                     
                    Section 2.16 Intellectual Property.

                         (a) Except as set forth in Section
          2.16(a) of the Disclosure Schedule, Stanhome or one of
          the Group Subsidiaries owns, licenses or otherwise has
          the right to use, sell, license or dispose of all
          industrial and intellectual property rights, including
          without limitation all patents, patent applications,
          patent rights, trademarks, trademark applications, trade
          names, service marks, service mark applications,
          copyrights, copyright registrations, computer programs,
          technology, know-how, trade secrets, proprietary
          processes and formulae necessary to the conduct of the
          business of the Group within the Territory as it is
          currently being conducted (collectively, "Intellectual
          Property").

                         (b) Except as set forth in Section
          2.16(b) of the Disclosure Schedule hereto, (i) to the
          knowledge of Stanhome, the conduct of the business of the
          Group Subsidiaries does not infringe upon any
          intellectual property rights of any third party except as
          would not reasonably be expected to have a Material
          Adverse Effect, and (ii) there are not now any suits, to
          the knowledge of Stanhome, pending or threatened, against
          or by Stanhome or any of the Group Subsidiaries claiming
          a conflict by Stanhome or any of the Group Subsidiaries
          with any intellectual property rights of any third party
          or, to the knowledge of Stanhome, a conflict by any third
          party with any of Stanhome's or any of the Group
          Subsidiaries' rights in the Intellectual Property.

                         (c) Except as set forth in Section
          2.16(c) of the Disclosure Schedule, neither Stanhome nor
          any of the Group Subsidiaries has received any notice
          from any thirty party challenging the right of Stanhome
          or any of the Group Subsidiaries to use the Intellectual
          Property or any claims requesting payment (other than
          pursuant to valid license agreements) from Stanhome or
          any of the Group Subsidiaries for the use of the
          Intellectual Property.

                         (d) Except as set forth in Section
          2.16(d) of the Disclosure Schedule, neither Stanhome nor
          any of the Group Subsidiaries has licensed any
          Intellectual Property to any third party pursuant to
          terms or conditions that restrict or prevent in any
          material respect Stanhome or any of the Group
          Subsidiaries from using, licensing or assigning any such
          Intellectual Property, except in connection with the
          Assets listed on Schedule II hereto.

                         (e) To the knowledge of Stanhome, any
          Intellectual Property not owned by Stanhome and the Group
          Subsidiaries necessary to conduct the business of the
          Group Subsidiaries as currently conducted, is (i)
          licensed pursuant to licensing agreements that are in
          full force and effect or (ii) otherwise made available
          for use to Stanhome or one of the Group Subsidiaries,
          except where failure to be so licensed or made available
          would not reasonably be expected to have a Material
          Adverse Effect.

                         (f) Section 2.16(f) of the Disclosure
          Schedule sets forth a list of all registrations of and
          applications for Intellectual Property owned by (i)
          Stanhome and being transferred to the Buyer pursuant to
          this Agreement or (ii) any Group Subsidiary.
                     
                    Section 2.17 Contracts and Commitments.

                         (a) Section 2.17(a) of the Disclosure
          Schedule sets forth a complete and accurate list of all
          of the contracts to which Stanhome is a party which are
          material to the conduct of the business of the Group and
          a complete and accurate list of all of the following
          contracts and agreements of each Group Subsidiary
          (together, the "Material Contracts"):

                             (i)    supply contracts or other
          agreements or commitments with any supplier or customer
          (A) upon which the business or operations of the Group is
          substantially dependent, (B) calling for future payments
          in excess of US$500,000 (or in excess of US$250,000 per
          annum), (C) not terminable within 12 months, (D)
          containing any provision permitting any party other than
          the Group Subsidiary party thereto to renegotiate the
          price or other terms or (E) containing any pay-back or
          other similar provision;

                             (ii)    credit agreements, mortgages,
          notes, indentures, security agreements, pledges,
          guarantees of or agreements to acquire any such debt
          obligation of others or similar documents relating to
          indebtedness for borrowed money (including without
          limitation interest rate or currency swaps, hedges or
          straddles or similar transactions) to which a Group
          Subsidiary is a party or by which any of the assets
          material to the conduct of the business of such Group
          Subsidiary are bound, restricted, subject to a Lien or
          otherwise encumbered;

                             (iii)    each employment, consulting,
          advisory, management, personal services, severance,
          change of control, or termination agreements providing
          for the payment by a Group Subsidiary of an amount in
          excess of US$200,000 per annum;

                             (iv)    all contracts, agreements or
          arrangements material to the conduct of business of the
          Group (including without limitation contracts, agreements
          or arrangements to provide for the sale, lease or other
          disposition of any material assets used in, or necessary
          to carry on, the business of the Group and to purchase,
          lease or otherwise acquire any material assets used in
          connection with, or necessary to carry on, the business
          of the Group), and not made in the Ordinary Course of
          Business;

                             (v)    all joint venture, joint
          research or development, joint financing, franchise,
          partnership or other contracts, agreements or
          arrangements pursuant to which one or more of the Group
          Subsidiaries is required to share profits or expenses
          which would reasonably be expected to be in excess of
          US$200,000; and

                             (vi)    all material (A)
          distributorship agreements and (B) license agreements
          relating to the Intellectual Property, whether Stanhome
          or any Group Subsidiary is the licensor or licensee
          thereunder.

                         (b) Except as set forth in Section
          2.17(b) of the Disclosure Schedule:

                             (i)    no purchase contract of any
          Group Subsidiary (or group of related contracts with the
          same party) (A) continues for a period of more than 24
          months (including renewals or extensions at the option of
          another party) or (B) requires payment of more than
          US$200,000 in any 12-month period;

                             (ii)    no Group Subsidiary has a
          pension, profit-sharing, bonus, severance pay,
          retirement, hospitalization, insurance, stock purchase,
          stock option or other benefit plan, arrangement,
          understanding, obligation or agreement with or for the
          benefit of any individual (a "Benefit Plan");

                             (iii)    no Group Subsidiary is
          restricted by any agreement from competing with any
          Person in any line of business or geographic area within
          the Territory (other than by geographic or use
          restrictions relating to, or contained in licenses
          relating to, Intellectual Property in connection with the
          Assets listed on Schedule II hereto);

                             (iv)    no Group Subsidiary has any
          outstanding loan to any individual or entity, other than
          advances to employees (A) for travel and entertainment
          expenses in the Ordinary Course of Business and (B) in
          amounts not in excess of US$200,000 per employee against
          termination indemnities; 

                             (v)    no Group Subsidiary has any
          employee to whom it is paying base salary at an annual
          rate of more than US$200,000 for services rendered;

                             (vi)    other than the obligations of
          the Group Subsidiaries and their respective officers or
          directors set forth in Section 2.17(b) of the Disclosure
          Schedule, no Group Subsidiary has any obligation or
          liability as surety, co-signer, endorser, co-maker,
          indemnitor or otherwise in respect of an obligation of
          any individual or entity;

                             (vii)    no Group Subsidiary has
          executed a power of attorney in favor of or has otherwise
          authorized any party other than directors and officers of
          Stanhome or one or more of the Group Subsidiaries to
          execute documents on behalf of any such Group Subsidiary;

                             (viii)    there is in effect no
          voting trust, shareholders' agreement, pledge agreement
          or buy-sell agreement relating to any securities of any
          Group Subsidiary; and

                             (ix)    no Group Subsidiary has any
          agreement or obligation (contingent or otherwise) to
          issue or sell or to repurchase or otherwise acquire or
          retire any shares of its capital stock or any of its
          other equity securities.

                         (c) Except as disclosed in Section
          2.17(c) of the Disclosure Schedule: (i) each Material
          Contract is in full force and effect as of the date
          hereof; (ii) upon consummation of the transactions
          contemplated by this Agreement and assuming compliance by
          the other parties to each such Material Contract with the
          terms thereof, each Material Contract shall continue in
          full force and effect without penalty or other adverse
          consequence; and (iii) no Group Subsidiary is in breach
          of, or default under, any Material Contract or, as of the
          date of this Agreement, has received any notice of
          termination thereof or default thereunder.
                     
                    Section 2.18 Product Warranty and Returns. The
          product warranty and returns policies of each of the Group
          Subsidiaries are as described in Section 2.18 of the
          Disclosure Schedule.
                     
                    Section 2.19 Insurance. Section 2.19 of the
          Disclosure Schedule sets forth a complete and correct list
          of all material policies or binders of insurance held by
          or on behalf of each Group Subsidiary (specifying the
          insurer, amount of the coverage, type of insurance,
          expiration date of each policy, risks insured and any
          pending claims thereunder). The Group Subsidiaries have
          complied in all material respects with the terms and
          conditions of such policies, there are no outstanding past
          due premiums or claims, and there are no provisions for
          retroactive or retrospective premium adjustments under any
          such policy or binder. Each such policy is in full force
          and effect, and no notice of cancellation or nonrenewal
          with respect to, or disallowance of any claim under, any
          such policy or binder has been received by any of the
          Group Subsidiaries.
                     
                    Section 2.20 Environmental Matters. Except as
          set forth in Section 2.20 of the Disclosure Schedule, to
          the knowledge of Stanhome:

                         (a) none of the Group Subsidiaries has
          violated any applicable law, rule or legal requirement
          relating to the environment or human health and safety or
          the use of hazardous substances (an "Environmental Law"),
          except where such violation would not reasonably be
          expected to have a material adverse effect on the
          business, operations, properties, assets, liabilities,
          financial conditions or results of operations of that
          Group Subsidiary;

                         (b) none of the Owned or Leased Real
          Properties, nor any other property currently or formerly
          utilized by the Group, has been or is polluted or
          contaminated with any substance regulated pursuant to any
          applicable Environmental Law, except where such pollution
          or contamination would not reasonably be expected to have
          a material adverse effect on the business, operations,
          properties, assets, liabilities, financial condition or
          results of operations of any individual Group Subsidiary;

                         (c) none of the Group Subsidiaries is
          liable for any off-site disposal or contamination, except
          where such liability would not reasonably be expected to
          have a material adverse effect on the business,
          operations, properties, assets, liabilities, financial
          condition or results of operations of that Group
          Subsidiary;

                         (d) none of the Group Subsidiaries has
          received any notice of any claims or threatened claims
          relating to any applicable Environmental Law;

                         (e) there are no circumstances,
          conditions or events that would reasonably be expected to
          result in claims, liability or investigation costs for
          any individual Group Subsidiary, any restrictions on the
          ownership, use or transfer of any Owned or Leased Real
          Property under any applicable Environmental Law or
          require any costs or capital expenditures as a matter of
          sound environmental management practice, except, in each
          such case, where such circumstances, conditions and
          events which, individually or in the aggregate, would not
          reasonably be expected to have a material adverse effect
          on the business, operations, properties, assets,
          liabilities, financial condition or results of operations
          of that Group Subsidiary; and

                         (f) Stanhome and the Group Subsidiaries
          have delivered to Buyer copies of all environmental
          reports, studies, assessments, sampling data and other
          environmental information in their possession relating to
          Stanhome, the Group Subsidiaries and their current and
          former properties and operations except, in each such
          case, where such violation, contamination, liability,
          claims or threatened claims, circumstances, conditions,
          events and failures to deliver which, individually or in
          the aggregate, would not be reasonably likely to have a
          material adverse effect on the business, operations,
          properties, assets, liabilities, financial condition or
          results of operations of any individual Group Subsidiary.
           
                    Section 2.21 Taxes.

                         (a) Except as disclosed in Section 2.21
          of the Disclosure Schedule or as reflected in the
          Financial Statements:

                             (i)    All returns, declarations,
          reports, estimates, information returns and statements
          with respect to Taxes (collectively, "Tax Returns")
          required to be filed on or before the date hereof by or
          with respect to any Group Subsidiary for all periods
          ending on or before the Closing Date have been (or will
          be) timely filed (other than failures to file such Tax
          Returns which would not have a Material Adverse Effect),
          and all such Tax Returns are true, correct and complete
          in all material respects.

                             (ii)    No Group Subsidiary has any
          liability with respect to income, franchise or similar
          Tax Returns for the year ended December 31, 1996 or other
          Tax Returns that were required to be filed on or before
          October 30, 1997 in excess of the amounts accrued in
          respect thereof that are reflected in the Financial
          Statements.

                             (iii)    The Tax Returns have been
          examined by the appropriate Tax Authority (as defined
          below) or the period for assessment of the Taxes in
          respect of which such Tax Returns were required to be
          filed has expired.

                             (iv)    All deficiencies asserted or
          assessments made as a result of such examination have
          been paid in full.

                             (v)    No material issues which have
          been raised in writing by a relevant Tax Authority in
          connection with the examination of any of the Tax Returns
          are currently pending.

                             (vi)    There are no liens for Taxes
          upon the assets of any Group Subsidiary except liens for
          Taxes not yet due and payable.

                             (vii)    There are no outstanding
          waivers or comparable consents regarding the application
          of the statute of limitations with respect to any Taxes
          or Tax Returns that have been given by or on behalf of
          any of the Group Subsidiaries.

                             (viii)    To the knowledge of
          Stanhome, no audit or other administrative or judicial
          proceeding by any foreign, federal, state or local court
          or governmental, regulatory or administrative authority
          is currently pending or threatened in writing with
          respect to any Taxes or Tax Return of any of the Group
          Subsidiaries.

                             (ix)    Neither Stanhome nor any of
          the Group Subsidiaries has (i) agreed to any extension of
          the period for assessment or collection or (ii) executed
          or filed any power of attorney with respect to any Taxes,
          which agreement or power of attorney is currently in
          force.

                             (x)    No tax is required to be
          withheld pursuant to Section 1445 of the Internal Revenue
          Code of 1986, as amended (the "Code") as a result of the
          transfers contemplated by this Agreement.

                         (b) For purposes of this Agreement,
          "Taxes" (including, with correlative meaning, the term
          "Tax") shall mean all taxes, charges, fees, levies or
          other assessments, including without limitation all net
          income, gross income, gross receipts, sales, use, ad
          valorem, transfer, franchise, profits, license,
          withholding, payroll, employment, social security,
          excise, estimated, severance, stamp, occupation, property
          or other taxes, customs duties, fees, assessments or
          charges of any kind whatsoever, together with any
          interest, penalties or additions to tax, in each such
          case, imposed with respect thereto by any taxing
          authority, whether foreign or domestic (each, a "Tax
          Authority").
           
                    Section 2.22 Labor Matters. Except as set forth
          in Section 2.22 of the Disclosure Schedule, to the
          knowledge of Stanhome: (a) the business of the Group and
          each Group Subsidiary is operating and has been operated
          in compliance with (i) collective bargaining arrangements,
          (ii) applicable laws and regulations respecting employment
          and employment practices, terms and conditions of
          employment and wages and hours, including any such
          applicable laws respecting employment discrimination,
          equal opportunity, affirmative action, employee privacy,
          wrongful or unlawful termination, workers' compensation,
          occupational safety and health requirements,
          labor-management relations and unemployment insurance and
          (iii) the laws and regulations applicable to each Group
          Subsidiary's obligations with respect to its independent
          contractors, except, individually or in the aggregate, in
          any such case as would not reasonably be expected to have
          a Material Adverse Effect; (b) there is no labor strike,
          dispute, or stoppage pending or threatened and none of the
          Group Subsidiaries has experienced any work stoppage or
          other labor difficulty which would reasonably be expected
          to have a Material Adverse Effect; (c) none of the Group
          Subsidiaries is materially delinquent in material payments
          to any employees for any wages, salaries, commissions,
          bonuses or other compensation for any services performed
          by them or amounts required to be reimbursed to such
          employees or payments required to Benefit Plans; and (d)
          except for the contracts, agreements and other
          arrangements listed in Section 2.22 of the Disclosure
          Schedule, none of the Group Subsidiaries is a party to or
          otherwise bound by any contract or other agreement with
          any labor union or association representing any employee.
          Except as set forth in Section 2.22 of the Disclosure
          Schedule, no Governmental Entity has given any of the
          Group Subsidiaries notice in writing regarding any pending
          investigation or review by or before any Governmental
          Entity concerning, or requested in writing any of the
          Group Subsidiaries to explain, any possible conflicts with
          or violations of any such applicable laws by Stanhome or
          any of the Group Subsidiaries or in connection with the
          operation of the business of the Group and the Group
          Subsidiaries, nor, to the knowledge of Stanhome, is any
          such investigation threatened or pending;

                    Section 2.23 60-Day Active Dealers. Section 2.23
          of the Disclosure Schedule sets forth a listing of the
          number of 60-Day Active Dealers of each Group Subsidiary
          as of October 30, 1997, by country, within a positive or
          negative variance of 10%. The number of 60-Day Active
          Dealers, by country, set forth in Section 2.23 of the
          Disclosure Schedule has been prepared on a basis
          consistent with past practice.
                                       
                             ARTICLE III

                   REPRESENTATIONS AND WARRANTIES
                            OF THE BUYER

                    The Buyer hereby represents and warrants to
          each Seller as follows:
                     
                    Section 3.1 Corporate Organization. The Buyer is
          a corporation duly organized, validly existing and in good
          standing under the laws of France.

                    Section 3.2 Authorization. The Buyer has the
          requisite corporate power and authority to enter into this
          Agreement and the other agreements, documents and
          instruments to be executed and delivered by the Buyer
          pursuant hereto (the "Additional Buyer's Documents") and
          to carry out the transactions contemplated hereby and
          thereby. The execution and delivery of this Agreement and
          the Additional Buyer's Documents and the consummation of
          the transactions contemplated hereby and thereby have been
          duly authorized by the Board of Directors of the Buyer,
          and no other corporate proceedings on the part of the
          Buyer or its stockholders are necessary to authorize the
          execution and delivery of this Agreement and the
          Additional Buyer's Documents and the transactions
          contemplated hereby and thereby. This Agreement and each
          of the Additional Buyer's Documents have been duly
          executed and delivered by the Buyer and, assuming that
          this Agreement and the Additional Buyer's Documents
          constitute valid and binding obligations of Stanhome,
          constitute the valid and binding agreements of the Buyer,
          enforceable against the Buyer in accordance with their
          respective terms, except that enforcement hereof and
          thereof may be limited by (i) bankruptcy, insolvency,
          reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditors' rights
          generally and (ii) general principles of equity
          (regardless of whether enforceability is considered in a
          proceeding at law or in equity).

                    Section 3.3 Consents and Approvals;
          Non-Contravention. Neither the execution or delivery of
          this Agreement or any of the Additional Buyer's Documents
          by the Buyer, nor the consummation by the Buyer of the
          transactions contemplated hereby or thereby, nor
          compliance by the Buyer with any of the provisions hereof
          or thereof will (a) violate any provision of the statuts
          of the Buyer, (b) except for any required filings under
          applicable U.S. or foreign antitrust or trade regulation
          laws or regulations, require any filing with, or permit,
          authorization, consent or approval of, any Governmental
          Entity, (c) require any consent, approval or authorization
          under any material contract, lease or other agreement or
          instrument or (d) violate any order, writ, injunction,
          decree, statute, rule or regulation applicable to the
          Buyer or any of its properties or assets, except, in the
          case of clauses (b), (c) and (d), for such filings,
          consents or violations which would not reasonably be
          expected to have a material adverse effect on the Buyer's
          ability to perform its obligations hereunder or to
          consummate the transactions contemplated hereby.

                    Section 3.4 Litigation. There is no claim,
          action, suit, inquiry, proceeding or investigation by or
          before any Governmental Entity pending or, to the Buyer's
          best knowledge, threatened against or involving the Buyer
          which has had or would reasonably be expected to have a
          material adverse effect on the Buyer's ability to perform
          its obligations hereunder or to consummate the
          transactions contemplated hereby.
           
                    Section 3.5 Acquisition of Capital Stock of Each
          Group Subsidiary for Investment. The Buyer is acquiring
          the capital stock of each Group Subsidiary being acquired
          by it for investment and not with a view toward, or for
          sale in connection with, any distribution thereof, nor
          with any present intention of distributing or selling such
          capital stock. The Buyer hereby acknowledges that no
          capital stock of any Group Subsidiary has been registered
          pursuant to the Securities Act of 1933, as amended, and
          that no such capital stock may be transferred in the
          absence of such registration or an applicable exemption
          therefrom.

                    Section 3.6 Financing. The Buyer has sufficient
          funds available or has received from responsible financial
          institutions written commitments (copies of which have
          been delivered to Stanhome), which have not been withdrawn
          and remain in full force and effect, to provide sufficient
          funds on the Closing Date to pay the Purchase Price.
                                       
                             ARTICLE IV

                              COVENANTS
                     
                    Section 4.1 Spanish Transfer. Stanhome and the
          Buyer acknowledge and agree that the warehouse and
          distribution center owned by Stanhome, S.A., together with
          certain related equipment and other personalty, will be
          transferred, subject to certain rights to be granted to
          the Buyer pursuant to the Supply Agreement, by Stanhome,
          S.A. to Cosmhogar, S.A. for cash consideration equal to
          the fair market value of the transferred assets at the
          date of transfer (the "Spanish Transfer"). The net gain
          realized on the Spanish Transfer, net of any applicable
          Taxes, will comprise a portion of the Subsidiary Cash
          Amount. If the Spanish Transfer is not completed prior to
          the Closing Date, upon later completion of the Spanish
          Transfer, the Buyer shall pay to Stanhome as soon as
          practicable thereafter an amount equal to the net
          after-tax gain realized by the Buyer on the Spanish
          Transfer, which amount shall be accounted for as an
          adjustment to the Total Purchase Price.

                    Section 4.2 Interim Distributions. Stanhome and
          the Buyer acknowledge and agree that from and after the
          date hereof and prior to the Closing, Stanhome and the
          Group Subsidiaries may make distributions of cash or cash
          equivalents which decrease the total U.S. dollar
          equivalent of cash and cash equivalents, net of bank debt,
          held by the Group Subsidiaries ("Interim Distributions") .

                    Section 4.3 Italian Stock Transfer. Stanhome and
          the Buyer acknowledge and agree that the shares of common
          stock, par value $.125 per share, of Stanhome (the "Common
          Stock") owned of record by Stanhome S.p.A. will be
          repurchased by Stanhome at a per share price equal to the
          closing sale price of the Common Stock on the trading day
          immediately preceding the date on which such shares of
          Common Stock are so repurchased by Stanhome (the "Italian
          Stock Transfer"). The net after-tax gain realized by the
          Buyer on the Italian Stock Transfer, net of any applicable
          Taxes, will comprise a portion of the Subsidiary Cash
          Amount. If the Italian Transfer is not completed prior to
          the Closing Date, upon later completion of the Italian
          Transfer, the Buyer shall pay to Stanhome as soon as
          practicable thereafter an amount equal to the net
          after-tax gain realized by the Buyer on the Italian
          Transfer, which amount shall be accounted for as an
          adjustment to the Total Purchase Price.

                    Section 4.4 Retained Rights.

                         (a) Following the Closing, Stanhome shall
          retain the Retained Rights on an exclusive, royalty-free
          (as to the Buyer) basis (i) as to the Retained Rights
          applicable to the CPAC Agreements through the end of the
          original term (without any extension thereof) or earlier
          assignment to the Buyer of the CPAC Agreements and (ii)
          as to the Retained Rights applicable to the Stanlar
          Agreements, through the end of the original term (without
          any extension thereof) or earlier assignment to the Buyer
          of the Stanlar Agreements.  Upon the expiration of such
          time in either such case, the Buyer shall own the
          Retained Rights, Stanhome shall have no further rights
          thereto and Stanhome shall take all action necessary to
          transfer those Retained Rights to the Buyer without any
          additional consideration therefor.  During the time that
          Stanhome has ownership of the Retained Rights, Stanhome
          shall bear the cost and other burdens of compliance with
          the terms and provisions of the CPAC Agreements and the
          Stanlar Agreements and shall be entitled to the royalties
          and other benefits of the CPAC Agreements and the Stanlar
          Agreements.  Stanhome agrees (A) not to renew or
          otherwise extend the term of either the CPAC Agreements
          or the Stanlar Agreements without the Buyer's prior
          written consent, (B) at the request of the Buyer, to
          assign the Stanlar Agreements to the Buyer 30 days prior
          to the time that notice is required to be given to renew
          or extend the original term of either of the Stanlar
          Agreements, (C) use all reasonable efforts, including
          making any necessary filings with Governmental Entities,
          to prevent the denigration, dilution or infringement of
          the intellectual property licensed for use under and
          subject to the CPAC Agreements and the Stanlar Agreements
          and not owned by CPAC or Stanlar, respectively (the
          "Retained Intellectual Property"), and (D) use all
          reasonable efforts to consult with the Buyer with respect
          to the enforcement of Stanhome's termination, quality
          control and other rights under the CPAC Agreements and
          the Stanlar Agreements.

                         (b) In connection with the Retained
          Rights, the Buyer agrees as follows:

                             (i)    The Buyer acknowledges and
          agrees that, pursuant to the Third-party Agreements, CPAC
          and Stanlar have been granted, solely within the United
          States, Puerto Rico, Canada and Brazil (the "Third-party
          Territory"), as applicable, certain rights in and to,
          among other assets:  (A) certain trademarks registered in
          the Third-party Territory which are substantially similar
          or identical to certain of the trademarks included within
          the Intellectual Property and (B) certain of the product
          formulas included within the Intellectual Property
          (collectively, the "Third-party Rights").

                             (ii)  The Buyer further acknowledges
          and agrees that (i) the provisions contained within the
          Third-party Agreements relating to the Third-party Rights
          have been disclosed to the Buyer and (ii) the exercise of
          the Third-party Rights by CPAC or Stanlar, respectively,
          solely within the Third-party Territory and in a manner
          otherwise consistent with the Third-party Agreements
          shall not infringe upon or in any way violate any of the
          Intellectual Property sold to the Buyer hereunder.

                         (c) In light of the foregoing
          acknowledgments of the Buyer and the other terms and
          conditions hereof, the Buyer hereby agrees as follows:

                             (i)  The Buyer shall not, and shall
          not knowingly permit any third party to, in any way
          utilize or otherwise exercise any rights under or in
          connection with any Intellectual Property, including
          without limitation any trademarks or formulas contained
          therein, in the Third Party Territory during the terms of
          the applicable Third-party Agreements.  In the event that
          the Buyer makes any disclosure, within the Territory as
          permitted hereunder, to any third party (a "Permitted
          Third Party") in connection with the utilization or other
          exercise of any rights under or in connection with any
          Intellectual Property, the Buyer shall (1) inform such
          Permitted Third Party of the restrictions set forth in
          this Section 4.4 and (2) obtain the written agreement of
          such Permitted Third Party to comply with such
          restrictions;

                             (ii)  Buyer shall not export for
          resale in the Third-party Territory any products
          utilizing any formulas or marketed under any trademarks
          contained within the Intellectual Property, nor shall
          Buyer knowingly sell to others who would reasonably be
          expected to export any such products for resale in the
          Third-party Territory;

                             (iii)  the Buyer shall not knowingly
          interfere with any Third-party Rights and agrees not to
          sell under the "Stanhome" marks in the Third-party
          Territory any products currently manufactured and sold by
          the Group during the terms of the applicable Third-party
          Agreements; and

                             (iv)  the Buyer shall not prosecute,
          otherwise initiate, be a party to or a participant in or
          voluntarily cooperate in any legal action or otherwise
          assert any claim alleging that the proper exercise of the
          Third-party Rights by CPAC or Stanlar, respectively,
          within the Third-party Territory infringes upon or in any
          way violates any of the Intellectual Property sold to
          Buyer hereunder.

                         (d) Stanhome agrees that it has provided
          the Buyer with complete and accurate copies of the CPAC
          Agreements and the Stanlar Agreements.  Stanhome agrees
          that it shall not exercise the Retained Rights in a
          manner which infringes upon or in any way violates any of
          the Intellectual Property sold to the Buyer hereunder. 
          Stanhome acknowledges that the Buyer currently operates
          in the Third-party Territory using its own marks and
          other intellectual property and agrees that nothing
          herein is intended to restrict those activities. 
          Stanhome further acknowledges that this Agreement is not
          intended to give CPAC or Stanlar any rights with respect
          to any products, formulas or other intellectual property
          owned now or in the future by the Buyer, except that some
          or all of the Retained Rights may be assigned to CPAC or
          Stanlar as contemplated herein.

                         (e) The Buyer and Stanhome agree that,
          until the first anniversary of the Closing Date, Stanhome
          may discuss, negotiate and consummate a transaction or
          series of transactions with CPAC after the date hereof
          with respect to the CPAC Agreements and the CPAC Marks,
          which transactions may include the sale of the CPAC Marks
          to CPAC, the cancellation of the CPAC Agreements and the
          transfer of the remaining Retained Intellectual Property
          to the Buyer, the prepayment of royalties under the CPAC
          Agreements, the cancellation of the related Agreement
          dated January 16, 1995 between Stanhome and CPAC, as
          amended, or the continuation in full force and effect of
          the License Agreement dated January 16, 1995 between
          Stanhome and CPAC and the transfer of the remaining
          Retained Intellectual Property to the Buyer at the
          expiration of the license term.  Stanhome agrees to
          consult with the Buyer prior to entering into any
          agreement with respect to such transaction or
          transactions with CPAC.  The Buyer and Stanhome also
          agree that, until the first anniversary of the Closing
          Date, Stanhome may discuss, negotiate and consummate a
          transaction or series of transactions with Stanlar after
          the date hereof with respect to the Stanlar Agreements
          and the Stanlar Marks, which transactions may include the
          sale of the Stanlar Marks to Stanlar, the cancellation of
          the Stanlar Agreements and the transfer of the remaining
          Retained Intellectual Property to the Buyer, the
          prepayment of royalties under the Stanlar Agreements, the
          cancellation of the Manufacturing and Distribution
          Agreement dated August 6, 1992 between Stanhome and
          Stanlar or the continuation in full force and effect of
          the Trademark License Agreement dated August 6, 1992
          between Stanhome and Stanlar and the transfer of the
          remaining Retained Intellectual Property to the Buyer at
          the expiration of the license term.  Stanhome agrees to
          consult with the Buyer prior to entering into any
          agreement with respect to such transaction or
          transactions with Stanlar.  The Buyer and Stanhome agree
          that in the event that any of the transactions with CPAC
          or Stanlar described in the preceding sentences of this
          Section 4.4 are consummated prior to the Closing, this
          Agreement will be amended to permit Stanhome to transfer
          additional assets to the Buyer at Closing and make
          related changes to this Agreement.

                         (f) Stanhome and the Buyer acknowledge and
          agree that Stanhome's Trademark License Agreement with
          McFarlan Smith Limited (the "Trademark License Agreement")
          does not permit Stanhome to transfer, assign or sublicense
          the Trademark License Agreement or the rights thereunder
          which constitute a portion of the Assets without the
          consent of McFarlan Smith Limited. Stanhome agrees to use
          all reasonable efforts to secure consent to the transfer,
          assignment or sublicense of those rights prior to the
          Closing. If the consent to the transfer, assignment or
          sublicense of those rights is not obtained prior to the
          Closing, then Stanhome shall transfer those rights to the
          Buyer as soon as practicable after the Closing and shall
          use all reasonable efforts, including making any necessary
          filings with Governmental Entities, to prevent the
          denigration, dilution or infringement of the intellectual
          property licensed for use under and subject to the
          Trademark License Agreement until the transfer is
          consummated.

                    Section 4.5 Conduct of the Business. Stanhome
          agrees that, between the date of this Agreement and the
          Closing, except as (i) otherwise contemplated by this
          Agreement, (ii) set forth in Section 4.5 of the Disclosure
          Schedule or (iii) consented to by the Buyer in writing:

                    (a) Stanhome shall use all reasonable efforts to
          cause the business operations of the Group to be conducted
          in the Ordinary Course of Business and to preserve intact
          the Group's organization in all material respects, subject
          to certain rights to be granted to the Buyer pursuant to
          the Supply Agreement;

                    (b) Other than as part of or in connection with
          the Spanish Transfer, an Interim Distribution, the Italian
          Stock Transfer, the CPAC Transaction, the Stanlar
          Transaction, the provision of key employee incentives as
          described in Section 4.27 hereof or the dissolution or
          liquidation of the Liquidating Subsidiaries (as defined
          below), Stanhome shall not, and shall cause the Group
          Subsidiaries not to:

                                  (i)    sell, lease, transfer or
               otherwise dispose of any material tangible assets or
               property of any of the Group Subsidiaries, except in the
               Ordinary Course of Business, or waive or release any
               rights of material value related to the business of the
               Group, or cancel, compromise, release or assign any
               material debt or material claim of value relating to the
               business of the Group or indebtedness owed to any of the
               Group Subsidiaries or any claims held by any of the Group
               Subsidiaries, except in any such case in the Ordinary
               Course of Business;

                                  (ii)    mortgage, pledge or subject
               to any Lien any of the assets, property or income of any
               of the Group Subsidiaries outside of the Ordinary Course
               of Business;

                                  (iii)    make (or commit to make)
               capital expenditures on behalf of any of the Group
               Subsidiaries in an amount in excess of US$200,000, except
               in the Ordinary Course of Business;

                                  (iv)    assign, transfer or grant any
               licenses or sublicenses or other rights to use any of the
               Intellectual Property other than in the Ordinary Course
               of Business or enter into any material settlement
               regarding the breach or infringement of any Intellectual
               Property owned, used or licensed by any of the Group
               Subsidiaries, or modify any material existing rights with
               respect thereto outside of the Ordinary Course of
               Business;

                                  (v)    institute, settle or agree to
               settle any litigation, action or proceeding before any
               court or Governmental Entity involving any Group
               Subsidiary outside of the Ordinary Course of Business;

                                  (vi)    make any material purchase
               commitment for the business of the Group in excess of the
               normal requirements of the Group Subsidiaries or at any
               price materially in excess of the then current market
               price of the assets being purchased, or make any change
               in the selling, pricing, advertising, distribution,
               marketing, warranty or personnel practices of the Group,
               in each case outside of the Ordinary Course of Business;

                                  (vii)    incur (A) any indebtedness
               for money borrowed on behalf of the Group Subsidiaries in
               excess of US$500,000 in the aggregate or (B) any
               liability or obligation of any of the Group Subsidiaries,
               direct or indirect, whether accrued, absolute, contingent
               or otherwise, in excess of US$500,000 in the aggregate,
               except for indebtedness, liabilities and obligations
               arising in the Ordinary Course of Business;

                                  (viii)    assume, guarantee, endorse
               or otherwise become, on behalf of any of the Group
               Subsidiaries, responsible for the obligations of any
               other Person other than a Group Subsidiary in excess of
               US$20,000 or make any loans or advances to any Person
               other than a Group Subsidiary in excess of US$200,000 in
               each case except in the Ordinary Course of Business;

                                  (ix)    amend any of the
               Organizational Documents of any of the Group
               Subsidiaries;

                                  (x)    issue, pledge or otherwise
               encumber or sell any shares of capital stock of any of
               the Group Subsidiaries, or issue, sell or create any
               securities convertible into or exchangeable for, or
               options or other rights with respect to, or warrants to
               purchase or rights to subscribe to, any shares of capital
               stock of any of the Group Subsidiaries or enter into any
               agreement obligating it to do any of the foregoing;

                                  (xi)    declare, set aside, pay or
               make any dividend or other distribution with respect to
               capital stock of any of the Group Subsidiaries, whether
               payable in cash, stock or property or redeem any shares
               of capital stock of any of the Group Subsidiaries or make
               any other distributions with respect to  capital stock of
               any of the Group Subsidiaries or the holders thereof
               payable in stock or property;

                                  (xii)    split, combine or reclassify
               any outstanding securities of any of the Group
               Subsidiaries;

                                  (xiii)    directly or indirectly,
               redeem, purchase or otherwise acquire any shares of
               capital stock of any of the Group Subsidiaries;

                                  (xiv)    enter into any collective
               bargaining agreements on behalf of any of the Group
               Subsidiaries;

                                  (xv)    enter into or terminate any
               other contracts to which any of the Group Subsidiaries is
               a party, other than contracts between Stanhome and any of
               the Group Subsidiaries, with respect to which the
               aggregate amount reasonably expected to be received or
               paid thereunder in the future exceeds US$200,000 (or is
               in excess of US$100,000 per annum);

                                  (xvi)    fail to use reasonable
               efforts to prevent any insurance policy naming a Group
               Subsidiary as a beneficiary or a loss payable payee to be
               canceled or terminated or any of the coverage thereunder
               to lapse, unless simultaneously with such termination or
               cancellation replacement policies providing substantially
               the same coverage are in full force and effect;

                                  (xvii)    increase in any manner the
               compensation or fringe benefits (other than compensation
               increases made in the Ordinary Course of Business and
               related changes in fringe benefits) of any employees of a
               Group Subsidiary, or pay or agree to pay any pension or
               retirement allowance, life insurance premiums or other
               benefit payments not required by any existing written
               employment agreement or plan to any such employees of a
               Group Subsidiary, commit itself to or amend in any
               material respect, make material variations in or material
               waivers with respect to, any employment agreement or plan
               with or for the benefit of any employee of a Group
               Subsidiary institute or adopt any compensation or benefit
               program, plan or arrangement for employees of a Group
               Subsidiary, in any such case, other than as required in
               order to comply with any applicable law;

                                  (xviii)    enter into any supply,
               franchise, distribution, maintenance or preferred
               supplier agreement on behalf of any of the Group
               Subsidiaries with respect to which the aggregate amount
               reasonably expected to be received or paid thereunder in
               the future exceeds US$200,000 (or US$100,000 per annum);

                                  (xix)    establish new operations of
               any Group Subsidiary, including without limitation,
               establishing branch offices and representation offices
               and hiring employees at such offices;

                                  (xx)    agree to either any real or
               personal property Tax valuation in excess of 20% above
               the real or personal property Tax valuation, as last
               assessed, or any assessment in excess of US$100,000 with
               respect to real or personal property of any Group
               Subsidiary wherever located;

                                  (xxi)    institute any material
               change in accounting policies or procedures of any Group
               Subsidiary, except as required by law; or

                                  (xxii)    enter into an agreement or
               make any written commitment to take any of the types of
               actions described in paragraphs (i) through (xxi) above.

                    Section 4.6 Access to Information.

                    (a) Between the date of this Agreement and the
          Closing, Stanhome shall (i) give to the Buyer and its
          respective authorized representatives reasonable access to
          all books, records, offices and other facilities and
          properties of the Group, (ii) permit the Buyer to make
          such inspections thereof as the Buyer may reasonably
          request, including without limitation environmental
          assessments, and (iii) cause the officers of the Group to
          furnish the Buyer with such financial and operating data
          and other information with respect to the business and
          properties of the Group as the Buyer may from time to time
          reasonably request. Any and all communications (whether
          oral or written) between the Buyer and any Group
          Subsidiary employee prior to the Closing (including
          without limitation for the purposes set forth in the first
          sentence of this Section 4.6 (a)) shall only occur after
          having been mutually agreed between John Dur for Stanhome
          and Jean-Yves Usunier for the Buyer. If any Group
          Subsidiary employee voluntarily terminates his or her
          employment with that Group Subsidiary as a result of a
          breach by the Buyer of the covenant contained in the
          immediately preceding sentence, then the termination of
          employment (whether voluntary or involuntary) of any Group
          Subsidiary employee shall not be deemed to constitute or
          contribute to a Material Adverse Effect.

                    (b) During the term described in Section 7.1
          hereof, each of the Buyer and Stanhome agrees to grant to
          the other such reasonable access and inspection rights as
          are necessary, in the good faith judgment of the party
          requesting access, to ensure that it receives the full
          benefit of the transactions contemplated by this
          Agreement.

                    (c) All information concerning Stanhome or the
          Group furnished or provided by Stanhome or any of the
          Group Subsidiaries or their affiliates to the Buyer or its
          representatives (whether furnished before or after the
          date of this Agreement) shall be held subject to the
          Confidentiality Agreement dated June 12, 1997 by and
          between Stanhome and the Buyer (the "Confidentiality
          Agreement"). Notwithstanding anything to the contrary
          contained in this Agreement, neither Stanhome nor any of
          its affiliates shall have any obligation to make available
          or provide to the Buyer or its representatives a copy of
          any consolidated, combined or unitary Tax Return filed by
          Stanhome or any of its affiliates or any related
          materials, except to the extent that it relates solely to
          one or more of the Group Subsidiaries.
                          
                    Section 4.7 Regulatory Compliance.

                    (a) The parties hereto shall make all necessary
          filings as promptly as practicable in order to facilitate
          prompt consummation of the transactions contemplated
          hereby, including without limitation any required filings
          under applicable U.S. or foreign antitrust or trade
          regulation laws and regulations and the Exchange Act and
          the rules and regulations thereunder. In addition, the
          Buyer and Stanhome each will use all reasonable efforts,
          and will cooperate fully with each other, to (i) comply as
          promptly as practicable with all governmental requirements
          applicable to the transactions contemplated by this
          Agreement and (ii) obtain promptly all approvals, permits,
          orders or other consents of any applicable governmental
          authorities necessary for the consummation of the
          transactions contemplated by this Agreement. Each of the
          parties hereto will furnish to the other party such
          necessary information and reasonable assistance as such
          other party may reasonably request in connection with the
          foregoing.

                    (b) Subject to the Confidentiality Agreement,
          Stanhome and the Buyer will coordinate and cooperate with
          each other in exchanging such information and providing
          such assistance as the other may reasonably request in
          connection with the foregoing and in seeking regulatory
          approvals and consents. Stanhome and the Buyer each agree
          to respond promptly to, and comply fully with, any request
          for additional information or documents under applicable
          U.S. or foreign antitrust or trade regulation laws or
          regulations and prior to Closing, Stanhome will cause the
          Group Subsidiaries to so respond and comply. Subject to
          the Confidentiality Agreement, Stanhome will provide the
          Buyer, and the Buyer will provide Stanhome, with copies of
          all correspondence, filings or communications (or
          memoranda setting forth the substance thereof) between
          such party or any of its representatives, on the one hand,
          and any Governmental Entity or members of the staff of any
          Governmental Entity, on the other hand, with respect to
          this Agreement and the transactions contemplated hereby.

                    Section 4.8 Consents and Approvals;
          Consultations.

                    (a) The Buyer and Stanhome shall, and Stanhome
          shall cause each of the Group Subsidiaries and each of the
          other Sellers to, take reasonable actions necessary to
          comply promptly with all legal requirements which may be
          imposed on the Group Subsidiaries with respect to the
          transactions contemplated hereby (which actions shall
          include without limitation furnishing all information
          required in connection with approvals of or filings with
          any other Governmental Entity), if any, and will promptly
          cooperate with and furnish information to each other in
          connection with any such requirements imposed on any of
          them in connection with the transactions contemplated
          hereby. The Buyer and Stanhome shall, and Stanhome shall
          cause each of the Group Subsidiaries and each of the other
          Sellers to, take reasonable actions necessary to obtain
          (and shall cooperate with each other in obtaining) any
          consent, authorization, order or approval of, or any
          exemption by, any Governmental Entity or other public or
          private third party, required to be obtained or made by
          the Buyer, any Seller or any Group Subsidiary in
          connection with the transactions contemplated hereby, if
          any.

                    (b) Stanhome shall continue to receive, review
          and respond to the comments and suggestions of the French
          Comite d'Enterprise (Enterprise Committee) until the
          Closing.
                
                    Section 4.9 Further Assurances. Except as
          otherwise contemplated herein, prior to the Closing,
          Stanhome will use all reasonable efforts to transfer
          benefits to the Buyer or its assignee under any leases,
          licenses and other contracts, commitments and agreements
          which relate to the Group to which Stanhome or any
          affiliate of Stanhome (other than a Group Subsidiary) is a
          party, in all such cases on terms which are at least as
          favorable as those in effect on the date hereof. The Buyer
          agrees to facilitate the Spanish Transfer, the Italian
          Stock Transfer, the Transactions, if any, contemplated by
          Section 4.4(e) hereof and the dissolution or liquidation
          of the Liquidating Subsidiaries, whether the same occur
          before or after the Closing Date.

                    Section 4.10 Tax Refunds and Credits. The Buyer
          shall, within 10 days of receipt of any Tax refund or
          credit which is unrelated to the Tax position or Tax
          status of the Buyer or any other Transferees or their
          affiliates, relates to any Tax period beginning prior to
          the Closing Date and is received by or on behalf of the
          Buyer or any affiliate or successor thereto with respect
          to any of the Group Subsidiaries (a) for or attributable
          to any Tax period of any of the Group Subsidiaries ending
          on or prior to the Closing Date or (b) for or attributable
          to any period up to and including the Closing Date which
          is part of a Tax period of any of the Group Subsidiaries
          beginning prior to and ending after the Closing Date, pay
          the amount of such Tax refund or credit to Stanhome, net
          of Taxes and costs expended by the Buyer (including any
          interest thereon, net of taxes, or other addition
          thereto); provided, however, that the amount shall not be
          required to be paid by the Buyer to Stanhome under and in
          accordance with this first sentence of Section 4.10 unless
          and until the aggregate of such amounts total at least
          $20,000. If the amount of any such Tax refund or credit is
          applied against any other Tax liability of any of the
          Group Subsidiaries, the Buyer or any affiliate or
          successor thereto for Taxes for any Tax period, the Buyer
          shall, within 10 days of the date of such application, pay
          to Stanhome an amount equal to the amount of the Tax
          refund or credit (including any interest thereon or other
          addition thereto). The Buyer shall deliver with the
          payment to Stanhome a written explanation of the facts
          surrounding the Tax refund or credit and a copy of any
          related notice or statement received from the relevant Tax
          Authority. In the event that any refund or credit of Taxes
          for which a payment has been made is subsequently reduced
          or disallowed by final decision of a court of competent
          jurisdiction, Stanhome shall indemnify and hold harmless
          the Buyer for any Tax liability, including interest and
          penalties, assessed against Buyer by reason of the
          reduction or disallowance. The payment of any amount to
          Stanhome pursuant to this Section 4.10 shall be considered
          to be a Total Purchase Price adjustment.

                    Section 4.11 Tax Benefit. To the extent that any
          income, gain, loss, deduction, credit, refund or other Tax
          item of the Sellers or the Group Subsidiaries or any
          affiliate thereof which is unrelated to the Tax position
          or Tax status of the Buyer or any other Transferees or
          their affiliates is adjusted with respect to (a) any Tax
          period of Stanhome or the Group Subsidiaries ending on or
          prior to the Closing Date or (b) that portion of any Tax
          period up through the Closing Date which is part of a Tax
          period of Stanhome or the Group Subsidiaries beginning
          before and ending after the Closing Date, which results in
          a Tax Benefit (as defined below) to the Buyer or any
          successor of the Buyer or affiliate of the Buyer or any
          such successor (the "Benefit Party"), the Buyer or its
          successor will, within 10 days of the realization of such
          benefit by the Benefit Party, pay the amount of the Tax
          Benefit, net of Taxes and costs expended by the Buyer, to
          Stanhome. To the extent that the Buyer pays the amount of
          any Tax Benefit to the Sellers and such Tax Benefit is
          subsequently reduced or disallowed by the final decision
          of a court of competent jurisdiction, Stanhome shall pay
          the amount of the reduced or disallowed Tax Benefit plus
          interest and penalties, if any, to the Buyer to the extent
          previously paid to Stanhome. "Tax Benefit" means the
          amount determined in good faith by the Buyer and Stanhome
          to reasonably estimate the actual aggregate net Tax
          benefit realized by the Benefit Party, assuming the
          highest marginal income Tax rate imposed on corporations
          at the time such determination is made.

                    Section 4.12 Taxes for Short Taxable Year. For
          purposes of Sections 4.10 and 4.11 hereof, whenever it is
          necessary to determine the liability for Taxes of Stanhome
          or the Group Subsidiaries for a portion of a taxable year
          or period that begins before and ends after the Closing
          Date, the determination of the Taxes of Stanhome and the
          Group Subsidiaries for the portion of the year or period
          ending on, and the portion of the year or period beginning
          after, the Closing Date shall be determined by assuming
          that Stanhome and the Group Subsidiaries had a taxable
          year which ended at the close of the Closing Date and that
          the published tax rate in each relevant jurisdiction on
          the Closing Date is the effective tax rate for each
          portion of the year or period, except that exemptions,
          allowances or deduction that are calculated on an annual
          basis, such as the deduction for depreciation, shall be
          apportioned on a time basis.

                    Section 4.13 Record Maintenance. The Buyer shall
          not dispose of any records relating to Taxes paid or
          payable by any of the Group Subsidiaries with respect to
          Tax periods beginning prior to the Closing Date
          (including, but not limited to Tax Returns, reports,
          books, records, financial data, receipts, notices,
          assessments, reassessments, earnings and profits data and
          workpapers) prior to the later of (a) the expiration of
          the applicable statute of limitations or (b) the final
          resolution of all litigation initiated prior to the
          expiration of the applicable statute of limitations
          relating to Taxes paid or payable by or with respect to
          any of the Group Subsidiaries for any Tax period ending on
          or prior to the Closing Date.

                    Section 4.14 Tax Returns. Stanhome shall be
          solely responsible for, and shall have the exclusive right
          in respect of, the preparation and filing, on a timely
          basis, of all necessary Tax Returns for Tax periods of
          each of the Group Subsidiaries ending on or prior to the
          Closing Date. Such Tax Returns shall be filed on a basis
          consistent with each such Group Subsidiary's past practice
          in filing its Tax Returns. The Buyer shall cooperate with
          Stanhome in the preparation and filing of any such Tax
          Returns as provided for in Section 4.16 hereof, and
          Stanhome shall provide the Buyer with a copy of any Tax
          Return so filed by Stanhome. Stanhome shall be solely
          responsible for, and shall have the exclusive right in
          respect of the preparation and filing of any amended Tax
          Return and/or refund claim relating to any Tax period of
          any of the Group Subsidiaries ending on or prior to the
          Closing Date. Unless Stanhome's written consent is first
          obtained, the Buyer agrees to refrain from any action
          which would in any way alter the balance of Taxes owing or
          Tax refunds or credits obtainable with respect to (a) any
          Tax period of any of the Group Subsidiaries ending on or
          prior to the Closing Date or (b) in the case of Tax
          refunds or credits, any period up to and including the
          Closing Date which is part of a Tax period of any of the
          Group Subsidiaries beginning prior to and ending after the
          Closing Date. Notwithstanding the foregoing, Stanhome (i)
          shall consult with the Buyer with respect to the
          resolution of any Tax issue that would adversely affect
          the Buyer with respect to Tax periods subject to such
          proceeding or any other taxable periods ending on or after
          the Closing Date (including, but not limited to, any such
          resolution that would result in the imposition of income
          Tax deficiencies, the reduction of asset basis or cost
          adjustments, the lengthening of any amortization or
          depreciation periods, the denial of amortization or
          depreciation deductions or the reductions of loss or
          credit carryforwards to the Buyer or any of the Group
          Subsidiaries) and (ii) shall not settle any such issue or
          file any amended Tax Return relating to such issue without
          the consent of the Buyer, which consent shall not be
          unreasonably withheld.

                    Section 4.15 Tax Contests. Stanhome shall have
          the exclusive right to control, conduct and/or represent
          the interests of all affected parties hereto in any audit,
          to initiate any claim for a Tax refund, to contest,
          resolve and defend against any determination, assessment,
          reassessment, notice of deficiency or other adjustment or
          proposed adjustment of Taxes (including the right to agree
          to any determination, assessment, reassessment, deficiency
          or settlement of any of the foregoing items) relating to
          any Tax Return filed with respect to any of the Group
          Subsidiaries for any Tax period ending on or prior to the
          Closing Date; provided, however, that Stanhome shall use
          its reasonable efforts to exercise its rights under this
          Section 4.15 in a manner which proscribes or limits any
          foreseen potential damage or detriment to the Buyer and
          will use reasonable efforts to consult with the Buyer to
          avoid such damage or detriment. The Buyer covenants and
          agrees to execute and deliver (or to cause each of the
          Group Subsidiaries to execute and deliver) to Stanhome,
          promptly upon request, such powers of attorney as may be
          reasonably necessary to authorize Stanhome to extend
          statutes of limitations, receive Tax refunds, defend
          assessments, reassessments or notices of deficiency and
          take such other actions that Stanhome may reasonably
          consider to be appropriate or helpful to contest any audit
          or claim any Tax refund and shall not take any action
          inconsistent with the authority granted to Stanhome
          hereunder. Further, the Buyer shall promptly forward to
          Stanhome any notice of any pending or threatened audit or
          other proceeding that may affect Stanhome's liability for
          Taxes.

                    Section 4.16 Tax Cooperation. The Buyer shall
          cooperate, and cause each of the Group Subsidiaries to
          cooperate, with Stanhome in the filing of any Tax Return
          (including without limitation the provision of all
          information and data, and execution of all powers of
          attorney and Tax forms and documents requested by Stanhome
          in connection with Tax Returns contemplated by Section
          4.14 hereof), amendment thereto or consent contemplated by
          this Agreement, the Disclosure Schedule or any schedule or
          exhibit hereto with respect to Tax periods beginning prior
          to the Closing Date and shall take such other action as
          Stanhome may reasonably request, including without
          limitation:

                    (a) providing data for the preparation of any
          original or amended Tax Returns;

                    (b) cooperating in any audit and providing
          reasonable access to the Buyer's Tax personnel;

                    (c) filing protests or otherwise contesting any
          audit, including the filing of petitions for
          redetermination or prosecuting actions for refund in any
          court and pursuing the appeal of any such actions;

                    (d) providing information and data required by
          Stanhome and its affiliates to compute their foreign Tax
          credits (including without limitation U.S. federal income
          Tax foreign Tax credits), including without limitation the
          delivery by the Buyer to Stanhome of certified copies of
          all receipts in the Buyer's or its affiliates' possession
          (or obtainable by the Buyer or its affiliates) for any
          Taxes with respect to which Stanhome or any of its
          affiliates could claim a foreign Tax credit, and any other
          documentation in the Buyer's or its affiliates' possession
          (or obtainable by the Buyer or its affiliates) that is
          required by Stanhome in connection with Stanhome or its
          affiliates claiming or supporting a claim for such foreign
          Tax credits, promptly following a request by Stanhome for
          such receipts or documentation or payment of any such
          Taxes by the Buyer or any affiliate of the Buyer; and

                    (e) providing books, records, documentation or
          other information relating to any Tax Return until the
          expiration of the applicable statute of limitations
          (giving effect to any extension, waiver or mitigation
          thereof), providing additional information and explanation
          of material provided hereunder and using the Buyer's
          commercially reasonable efforts to obtain any
          documentation from a governmental authority or third party
          that may be necessary or helpful in connection with the
          foregoing.

                    Section 4.17 Resolution of Certain Conflicts. In
          the event that the Buyer and Stanhome cannot agree on the
          calculation of the amount of any liability for Taxes
          (including liability for indemnification concerning Taxes)
          or entitlement to Tax credits or refunds hereunder, the
          Buyer and Stanhome shall engage an internationally
          recognized independent public accounting firm, reasonably
          acceptable to each party, to make such calculation, and
          the decision of such firm will be conclusive and binding
          on both parties. The cost of such engagement will be borne
          solely by the party that does not prevail in substantial
          part (in the determination of the public accounting firm
          so engaged); provided, however, that if the public
          accounting firm determines that neither party prevailed in
          substantial part, the cost of such engagement shall be
          shared equally by the Buyer and Stanhome.
                          
                    Section 4.18 Transfer Taxes. The Buyer and
          Stanhome each shall be responsible for 50% all sales, use,
          transfer, transfer gains, recording, ad valorem, stamp,
          notarial and any similar Tax arising out of, in connection
          with or attributable to the transactions consummated
          pursuant to this Agreement.

                    Section 4.19 Tax Allocations. No Group
          Subsidiary is a party to any Tax sharing or Tax allocation
          agreement, except as provided herein. Stanhome and Buyer
          shall allocate the portion of the Total Purchase Price for
          the Group Subsidiary Sale Shares as set forth in Schedule
          VII hereto. Stanhome and the Buyer each further agree to
          report the transactions contemplated by this Agreement in
          a manner consistent with the foregoing for all Tax
          purposes, and the Buyer shall file all Tax forms requested
          by Stanhome in connection therewith.

                    Section 4.20 All Reasonable Efforts. The parties
          hereto agree to use all reasonable efforts to effect the
          Closing and otherwise consummate the transactions
          contemplated hereby.

                    Section 4.21 Acquisition Proposals. Stanhome
          agrees that Stanhome, the Group Subsidiaries, their
          respective officers and directors and any Qualifying
          Holders shall not, and Stanhome and the Group Subsidiaries
          shall direct and shall use their reasonable efforts to
          cause their respective employees, agents and
          representatives (including without limitation, any
          investment banker, attorney or accountant retained by
          Stanhome and the Group Subsidiaries) not to, initiate or
          solicit, directly or indirectly, any inquiries or the
          making of any proposal or offer with respect to a merger,
          consolidation, management buy-out or similar transaction
          involving, or any sale or purchase of all or any
          significant portion of the assets or equity securities of,
          any of the Group Subsidiaries (any such proposal or offer
          being hereinafter referred to as an "Acquisition
          Proposal") or engage in any negotiations concerning, or
          provide any confidential information or data to, or have
          any discussions with, any Person in furtherance of an
          Acquisition Proposal, or otherwise facilitate any effort
          or attempt to make or consummate an Acquisition Proposal.
          Stanhome will and will cause the Group Subsidiaries to
          immediately cease and cause to be terminated any exiting
          activities, discussions or negotiations with any parties
          conducted heretofore with respect to any of the foregoing;
          provided, however, that notwithstanding anything contained
          in this Agreement shall prevent Stanhome and the Group
          Subsidiaries or their respective Boards of Directors,
          directly or through representatives or agents on behalf of
          such Boards of Directors, from approving an unsolicited
          Acquisition Proposal, if and only to the extent that such
          Acquisition Proposal would, if consummated, result in a
          transaction that would, in the good faith judgment of any
          of such Boards of Directors, result in a transaction more
          favorable to the stockholders of Stanhome or such Group
          Subsidiary from a financial point of view than the
          transactions contemplated by this Agreement. Stanhome will
          notify the Buyer promptly, but in any event within 48
          hours, if any Person makes an Acquisition Proposal.

                    Section 4.22 Publicity. Except as required by
          applicable law or by the regulations of a recognized stock
          exchange, for so long as this Agreement is in effect, no
          announcement or notice in respect of this Agreement or the
          transactions contemplated hereby shall be made by either
          party hereto without the prior consent of the other. To
          the extent practicable, Stanhome and the Buyer shall
          consult with each other prior to issuing any press
          releases or other public statements with respect to the
          transactions contemplated hereby and prior to making any
          filings with any Governmental Entity or with any
          securities exchange with respect thereto.

                    Section 4.23 Trade Payables, Royalties, Fees and
          Intercompany Payables. The Buyer agrees to pay when due to
          Stanhome and its affiliates in the Ordinary Course of
          Business any trade payable, royalty, technical services
          fee and intercompany payable owed by any Group Subsidiary
          to Stanhome or its affiliates (including without
          limitation any trade payables owed to Cosmhogar S.A. and
          Stanhome European Development Center, S.A.) which trade
          payable, royalty, technical services fee or intercompany
          payable was incurred prior to the Closing Date. Stanhome
          and the Buyer acknowledge that such trade payables,
          royalties, technical services fees and intercompany
          payables are not reflected in the Total Purchase Price and
          are not subject to any set-off.

                    Section 4.24 Subsidiary Cash Amount. At the
          Closing Date, Stanhome will cause the Group Subsidiaries
          to hold an amount of cash and cash equivalents (including
          the Common Stock currently owned of record by any Group
          Subsidiary as of the Closing Date), net of bank debt equal
          to or in excess of the Subsidiary Cash Amount plus the
          amount of unpaid taxes relating to any Interim
          Distribution to Stanhome, the Spanish Transfer and the
          Italian Stock Transfer.

                    Section 4.25 Releases. Stanhome agrees to use
          its reasonable efforts to obtain, prior to the Closing,
          releases, in form and substance satisfactory to Stanhome,
          of all guarantees issued by Stanhome of any liability or
          other obligation of any Group Subsidiary.
                          
                    Section 4.26 Terminations of Agreements.
          Stanhome agrees to use its reasonable efforts to
          terminate, prior to the Closing, (i) all contracts between
          it and any of the Group Subsidiaries and (ii) the
          indemnity agreement dated June 22, 1995 between Stanhome
          and Ian Talbot.

                    Section 4.27 Importance of Stanhome Dealers; Key
          Employee Incentives. Stanhome and the Buyer each (a)
          acknowledge the importance and value of the Group's sales
          force in the countries in which the Group Subsidiaries
          conduct operations and (b) agree to work diligently to
          preserve the Group's sales force intact between the date
          hereof and the Closing. In this connection, the Buyer
          agrees that Stanhome may provide to certain key employees
          of the Group Subsidiaries additional incentives in the
          form of "stay bonuses" and enhanced severance, in forms
          and amounts to be determined by Stanhome, in consultation
          with the Buyer, prior to the Closing. The Buyer shall be
          notified of the nature, existence and extent of these
          additional incentives on or prior to the date which is two
          days prior to the Closing.

                    Section 4.28 Covenant not to Compete. For a
          period of two years from and after the Closing Date,
          Stanhome will not engage directly or indirectly in any
          direct selling business that sells products currently sold
          by the Group (excluding giftware and collectibles) in any
          country in which the Group conducts business as of the
          date hereof (the "Restricted Activities"). Stanhome shall
          not be deemed to be engaging in a Restricted Activity
          solely by reason of its ownership of less than 5% of the
          outstanding stock of any publicly traded corporation. For
          a period of two years from and after the Closing Date,
          Stanhome will not directly or indirectly hire, solicit or
          attempt to hire or solicit any Group Subsidiary employee
          or sales force member. If the final judgment of a court of
          competent jurisdiction declares that any term or provision
          of this letter 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
          Agreement shall be enforceable as so modified after the
          expiration of the time within which the judgment may be
          appealed.

                    Section 4.29 Liquidating Subsidiaries. Stanhome
          and the Buyer acknowledge that Nuova Lunaria S.r.l.,
          Stanhome Trading Company d.o.o. Ljubljana and Stanhome
          Financial ATC Limited, each of which is a Group Subsidiary
          (the "Liquidating Subsidiaries"), are currently in
          liquidation. Stanhome agrees to continue, at Stanhome's
          cost, to control, conduct and direct the liquidation
          process with respect to each Liquidating Subsidiary
          (including without limitation the termination of any and
          all contracts and the conclusion of any necessary or
          desirable legal proceeding) from and after the Closing
          until that process is complete. Stanhome also agrees to
          hold the Buyer harmless against and in respect of any
          loss, liability, damage, deficiency, cost and expense
          which may be incurred or sustained by the Buyer as a
          result of any and all actions taken by Stanhome in
          accordance with this Section 4.29.

                    Section 4.30 Liabilities for Inadequate
          Reserves. In connection with Stanhome's representation set
          forth in the last sentence of Section 2.10 hereof, the
          Buyer agrees to (a) give to Stanhome and its respective
          authorized representatives reasonable access to all books,
          records, offices and other facilities and properties of
          the Group for the purpose of, among other things,
          assessing the inadequacy of the aggregate reserves, (b)
          continue to retain the same counsel or accountant used by
          Stanhome on each proceeding or matter covered unless and
          until the proceeding or matter has been completed or
          resolved or Stanhome has consented to the replacement of
          such counsel or accountant and (c) not to consent to entry
          of any judgment or enter into any settlement without the
          written consent of Stanhome, which will not be
          unreasonably withheld.

                    Section 4.31 Distribution Facilities. Stanhome
          agrees to make available to the Buyer, free of rent, the
          use of such an amount of space in the distribution
          facility currently used by the Group in Barcelona, Spain
          as is necessary to permit the Buyer to use the facility as
          it is currently being used by the Group. Stanhome agrees
          to continue to make such space available until the earlier
          to occur of the expiration of the Supply Agreement and
          cessation of the Buyer's activity use of such facility as
          its product distribution center.

                              ARTICLE V

              CONDITIONS TO OBLIGATIONS OF THE PARTIES

                    Section 5.1 Conditions to Each Party's
          Obligation. The respective obligations of each party to
          consummate the transactions contemplated hereby are
          subject to the satisfaction at or prior to the Closing of
          the following conditions:

                    (a) any waiting periods applicable to the
          transactions contemplated by this Agreement under
          applicable U.S. and foreign antitrust or trade regulation
          laws and regulations shall have expired or been
          terminated, and all governmental authorizations or
          approvals required in connection with the transactions
          contemplated by this Agreement shall have been obtained or
          given, other than authorizations and approvals which, if
          not obtained or given, would not: (i) in the aggregate,
          reasonably be expected to have a Material Adverse Effect;
          (ii) result in the imposition of a fine or charge against
          Stanhome or the Buyer in excess of $200,000 or criminal
          charges against Stanhome or the Buyer or their respective
          directors or officers; or (iii) prohibit consummation of
          the transactions contemplated hereby;

                    (b) no statute, rule or regulation is in force
          or shall have been enacted, entered, promulgated or
          enforced by any court or Governmental Entity which
          prohibits or restricts the consummation of the
          transactions contemplated hereby or which would have a
          Material Adverse Effect;

                    (c) there shall not be in effect any judgment,
          order, injunction or decree of any court of competent
          jurisdiction enjoining or otherwise prohibiting the
          consummation of the transactions contemplated hereby;

                    (d) all procedural and substantive legal
          requirements necessary for the consummation of the
          transactions contemplated hereby under the laws of each
          jurisdiction in which Stanhome, to the extent of the
          Group's operations, or any Group Subsidiary is organized
          as the same are set forth in Schedule IV hereto have been
          satisfied in full; and

                    (e) the Escrow Agreement shall have been
          executed and delivered by the parties thereto.

                    Section 5.2 Conditions to Obligations of
          Stanhome. The obligations of Stanhome to consummate the
          transactions contemplated hereby are further subject to
          the satisfaction (or waiver) at or prior to the Closing of
          the following conditions:

                    (a) the representations and warranties of the
          Buyer contained in this Agreement shall be true and
          correct at the date hereof and as of the Closing Date as
          if made at and as of such time, except for (i) changes
          permitted or contemplated hereby, (ii) representations
          which are as of a specific date and (iii) failures to be
          true and correct which (in the aggregate), without giving
          effect to any qualifications and exceptions contained
          therein relating to materiality or material adverse
          effect, would not reasonably be expected to have a
          material adverse effect on Buyer's ability to consummate
          the transactions contemplated hereby;

                    (b) the Buyer shall have performed in all
          material respects each of its agreements under this
          Agreement required to be performed by it at or prior to
          the Closing pursuant to the terms hereof, and Stanhome
          shall have received a certificate from the Buyer signed by
          an authorized officer of the Buyer, dated the Closing
          Date, certifying that the conditions contained in both
          this paragraph (b) and paragraph (a) of this Section 5.2
          have been satisfied;

                    (c) Stanhome shall have received a certificate
          from each Transferee other than the Buyer to the effect
          that (i) such Transferee has the power and authority to
          carry out the transactions contemplated to be carried out
          by it hereby, (ii) there is no claim, action, suit,
          inquiry, proceeding or investigation by or before any
          Governmental Entity pending or, to the best knowledge of
          such Transferee, threatened against or involving such
          Transferee which in any manner seeks injunctive or other
          non-monetary relief or seeks to prevent, enjoin, alter or
          delay any transaction contemplated hereby, nor is there
          any basis for any such claim, action, suit, inquiry,
          proceeding or investigation, (iii) such Transferee is not
          subject to any order, writ, injunction or decree which,
          individually or in the aggregate, has or would reasonably
          be expected to have a material adverse effect on the
          ability of the Transferee to consummate the transactions
          contemplated hereby and (iv) such Transferee makes
          representations substantially identical to those made by
          the Buyer in Section 3.5 hereof; and

                    (d) the Supply Agreement shall have been
          executed and delivered by the parties thereto.

                    Section 5.3 Conditions to Obligations of the
          Buyer. The obligations of the Buyer to consummate the
          transactions contemplated hereby are further subject to
          the satisfaction (or waiver) at or prior to the Closing of
          the following conditions:

                    (a) the representations and warranties of
          Stanhome contained in this Agreement shall be true and
          correct at the date hereof and as of the Closing Date as
          if made at and as of such time, except for (i) changes
          permitted or contemplated hereby, (ii) representations
          which are as of a specific date and (iii) failures to be
          true and correct which (in the aggregate), without giving
          effect to any qualifications and exceptions contained
          therein relating to materiality or Material Adverse Effect
          would not reasonably be expected to have a Material
          Adverse Effect;

                    (b) Stanhome shall have performed in all
          material respects each of its agreements under this
          Agreement required to be performed by it at or prior to
          the Closing pursuant to the terms hereof, and Buyer shall
          have received a certificate from Stanhome, dated the
          Closing Date, signed by an authorized officer of Stanhome
          certifying that the conditions contained in both this
          paragraph (b) and paragraph (a) of this Section 5.3 have
          been satisfied; and

                    (c) Stanhome shall have obtained signed
          resignation letters from all of the directors whose names
          are set forth on Schedule IV.

                             ARTICLE VI

                             TERMINATION

                    Section 6.1 Termination. This Agreement may be
          terminated prior to the Closing and the transactions
          contemplated hereby thereupon may be abandoned:

                    (a) at any time, by mutual written consent of
          Stanhome and the Buyer; or

                    (b) by the Buyer, if (i) there has been a
          violation or breach by Stanhome of any one or more of the
          agreements, representations, warranties or covenants
          contained in this Agreement, the Buyer has previously
          given Stanhome reasonable written notice thereof and such
          violation or breach (or the aggregate of all such
          violations or breaches), without giving effect to any
          qualifications and exceptions contained therein relating
          to materiality or Material Adverse Effect, would
          reasonably be expected to have a Material Adverse Effect,
          unless Stanhome has informed the Buyer that any such
          violation or breach is cured to the reasonable
          satisfaction of the Buyer on or before the Closing Date
          with the effect that the aggregate of such violations or
          breaches would no longer be reasonably expected to have a
          Material Adverse Effect or (ii) any condition to the
          obligations of the Buyer set forth in Section 5.1(a), (b),
          (c) or (d) or Section 5.3(c) hereof has (in the good faith
          judgment of the Board of Directors of the Buyer or on
          advice of Stanhome) become impossible to fulfill; or

                    (c) by Stanhome, if (i) there has been a
          violation or breach by the Buyer of any one or more of the
          agreements, representations, warranties or covenants
          contained in this Agreement, Stanhome has previously given
          the Buyer reasonable written notice thereof and such
          violation or breach (or the aggregate of all such
          violations or breaches), without giving effect to any
          qualifications and exceptions contained therein relating
          to materiality or material adverse effect, would
          reasonably be expected to have a material adverse effect
          on the Buyer's ability to consummate the transactions
          contemplated hereby, unless the Buyer has informed
          Stanhome that any such violation or breach is cured to the
          reasonable satisfaction of Stanhome on or before the
          Closing Date with the effect that the aggregate of such
          violations or breaches would no longer be reasonably
          expected to have a material adverse effect on the Buyer's
          ability to consummate the transactions contemplated hereby
          or (ii) any condition to the obligations of Stanhome set
          forth in Section 5.1(a), (b), (c) or (d) or Section 5.2(c)
          has (in the good faith judgment of the Board of Directors
          of Stanhome or on advice of the Buyer) become impossible
          to fulfill; or

                    (d) by either the Buyer or Stanhome, if through
          no fault of the party seeking termination the Closing
          shall not have occurred on or prior to February 1, 1998.

                    Section 6.2 Procedure for and Effect of
          Termination. In the event of the termination of this
          Agreement and the abandonment of the transactions
          contemplated hereby pursuant to Section 6.1 hereof,
          written notice thereof shall forthwith be given by the
          party so terminating to the other party, and this
          Agreement shall terminate and the transactions
          contemplated hereby shall be abandoned, without further
          action. If this Agreement is terminated pursuant to
          Section 6.1 hereof:

                    (a) each party shall redeliver all documents,
          work papers and other materials of the other parties
          relating to the transactions contemplated hereby, whether
          so obtained before or after the execution hereof, to the
          party furnishing the same, and all confidential
          information received by any party hereto with respect to
          the other party shall be treated in accordance with
          Section 4.6(c) hereof;

                    (b) all filings, applications and other
          submissions made pursuant hereto shall, at the option of
          Stanhome and to the extent practicable, be withdrawn from
          the agency or other entity to which they were made; and

                    (c) there shall be no liability or obligation
          hereunder on the part of Stanhome or the Buyer or any of
          their respective directors, officers, employees,
          affiliates, controlling persons, agents or
          representatives, except that Stanhome or the Buyer, as the
          case may be, may have liability to the other party if the
          basis of termination is a willful or reckless material
          breach by Stanhome or the Buyer, as the case may be, of
          one or more of the provisions of this Agreement, and
          except that the obligations provided for in this Section
          6.2 and Sections 4.22, 8.2, 8.3, 8.6 and 8.7 hereof, and
          the obligation to treat information in a confidential
          manner as set forth in Section 4.6(c) hereof, shall
          survive any such termination.
                                            
                             ARTICLE VII

                    SURVIVAL AND INDEMNIFICATION

                    Section 7.1 Survival. The representations and
          warranties contained in Section 2.21 of this Agreement
          shall survive the Closing until the expiration of the
          applicable statute of limitations. All other
          representations and warranties contained in this Agreement
          shall survive the Closing only until the close of business
          (Boston time) on the date which is three years after the
          date of the Closing. This Section 7.1 shall not limit any
          covenant or agreement of the parties which by its terms
          impliedly or expressly contemplates performance after the
          Closing.

                    Section 7.2 Indemnification.

                    (a) Stanhome agrees to indemnify and hold
          harmless the Buyer and its subsidiaries and affiliates and
          their respective officers, directors, employees and agents
          against and in respect of any loss, liability, damage,
          deficiency, cost and expense (collectively, "Losses")
          incurred or sustained by any of them as a result of (i)
          any breach by Stanhome of this Agreement discovered after
          the Closing, including the representations, warranties and
          covenants contained herein or in any of the Additional
          Stanhome Documents or (ii) any purported termination of
          this Agreement by Stanhome not provided for in Section 6.1
          hereof; provided, however, that no indemnification shall
          be available under Section 7.2(a)(i) for any actions taken
          by the Buyer or the Group Subsidiaries after the Closing,
          including without limitation any change by the Buyer or
          the Group Subsidiaries in any use of any Intellectual
          Property from the use of such Intellectual Property made
          by Stanhome or the Group Subsidiaries prior to the
          Closing. No investigation made by the Buyer or any other
          Person shall affect any representation or warranty of
          Stanhome contained in this Agreement or the
          indemnification obligation of Stanhome set forth in this
          Article VII.

                    (b) The Buyer agrees to indemnify and hold
          harmless Stanhome and its subsidiaries and affiliates and
          their respective officers, directors, employees and agents
          against and in respect of any Losses incurred or sustained
          by any of them as a result of (i) any breach by the Buyer
          of this Agreement discovered after the Closing, including
          the representations, warranties and covenants contained
          herein or in any of the Additional Buyer's Documents, (ii)
          any purported termination of this Agreement by the Buyer
          not provided for in Section 6.1 hereof or (iii) any
          statutory indemnities or severance payments arising from
          employee terminations occurring at or after the Closing
          Date, other than statutory indemnities or severance
          payments that would give rise to Losses payable by
          Stanhome under Section 7.2(a) hereof. No investigation
          made by Stanhome or any other Person shall affect any
          representation or warranty of the Buyer contained in this
          Agreement or the indemnification obligations of the Buyer
          set forth in this Article VII.

                    (c) No party shall be entitled to make any claim
          for indemnification under this Article VII on account of
          any representation, warranty or covenant contained herein
          after the date on which the same ceases to survive
          pursuant to Section 7.1 hereof; provided, however, that if
          prior to such date, the Indemnitor (as hereinafter
          defined) shall have received written notice of a claim or
          event in accordance with Section 7.3 hereof, such claim or
          event, if diligently pursued, shall continue as a basis
          for indemnity until it is finally resolved.

                    (d) Stanhome shall not be required to indemnify
          the Buyer (and the other Indemnitees (as defined below)
          set forth in Section 7.2(a) hereof) under Section 7.2(a)
          hereof (i) for aggregate Losses in excess of FF125,000,000
          and (ii) unless and until the aggregate Losses for which
          indemnification would otherwise be due under Section
          7.2(a) hereof exceeds FF2,500,000, in which case Stanhome
          shall be responsible for the total amount of such Losses.

                    (e) Recovery under this Article VII for Losses
          shall be limited to the amount of actual Losses sustained
          by the Indemnitee, net of (i) any insurance proceeds
          recovered by the Indemnitee under its insurance policies,
          (ii) any reserves expressly provided therefor on the date
          hereof and (iii) any Tax benefits realized by the
          Indemnitee in connection therewith. The Indemnitee shall
          use reasonable efforts to recover insurance proceeds under
          any applicable policy, and to realize any applicable Tax
          benefits, for any Losses sustained by the Indemnitee.

                    Section 7.3 Procedure for Indemnification.

                    (a) Any Person or entity entitled to assert a
          claim for indemnification under this Agreement (the
          "Indemnitee") shall give prompt written notice to the
          indemnifying party (the "Indemnitor") of any claim or
          event known to it which does or may give rise to a claim
          for indemnification hereunder by the Indemnitee against
          the Indemnitor; provided that the failure of any
          Indemnitee to give notice as provided in this Section 7.3
          shall not relieve the Indemnitor of its obligations under
          this Article VII, except to the extent that such failure
          has materially and adversely affected the rights of the
          Indemnitor. In the case of any claim for indemnification
          hereunder arising out of a claim, action, suit or
          proceeding brought by any Person who is not a party to
          this Agreement (a "Third- party Claim"), the Indemnitee
          shall also give the Indemnitor copies of any written
          claims, process or legal pleadings with respect to such
          Third-party Claim promptly after such documents are
          received by the Indemnitee.

                    (b) An Indemnitor may elect to compromise or
          defend, at such Indemnitor's own expense and by such
          Indemnitor's own counsel, any Third- party Claim. If an
          Indemnitor elects to compromise or defend a Third-party
          Claim, it shall, within 30 days of its receipt of the
          notice provided pursuant to Section 7.3(a) hereof (or
          sooner, if the nature of such Third- party Claim so
          requires), notify the related Indemnitee of its intent to
          do so, and such Indemnitee shall reasonably cooperate in
          the compromise of, or defense against, such Third-party
          Claim. After notice from an Indemnitor to an Indemnitee of
          its election to assume the defense of a Third-party Claim,
          such Indemnitor shall not be liable to such Indemnitee
          under this Article VII for any legal expenses subsequently
          incurred by such Indemnitee in connection with the defense
          thereof; provided that such Indemnitee shall have the
          right to employ one counsel of its choice in each
          applicable jurisdiction (if more than one jurisdiction is
          involved) to represent such Indemnitee if, in the opinion
          of counsel to the Indemnitee, delivered to the Indemnitor
          in writing, a conflict of interest between such Indemnitee
          and such Indemnitor exists in respect of such claim, and
          in that event, the fees and expenses of such separate
          counsel shall be paid by such Indemnitor. If an Indemnitor
          elects not to compromise or defend against a Third-party
          Claim, or fails to notify an Indemnitee of its election as
          provided in this Section 7.3, such Indemnitee may pay,
          compromise or defend such Third-party Claim on behalf of
          and for the account and risk of the Indemnitor. No
          Indemnitor shall consent to entry of any judgment or enter
          into any settlement without the written consent of each
          related Indemnitee (which consent shall not be
          unreasonably withheld), unless such judgment or settlement
          provides solely for money damages or other money payments
          for which such Indemnitee is entitled to indemnification
          hereunder and includes as an unconditional term thereof
          the giving by the claimant or plaintiff to such Indemnitee
          of a release from all liability in respect of such
          Third-party Claim.

                    (c) If the amount of any Losses shall, at any
          time subsequent to payment by any Indemnitor to any
          Indemnitee pursuant to this Article VII, be reduced by
          recovery, settlement or otherwise, the amount of such
          reduction, less any expenses incurred in connection
          therewith, shall promptly be repaid by the Indemnitee to
          the Indemnitor.

                    (d) For purposes of calculating or otherwise
          determining amounts payable under this Article VII which
          are not payable under the Escrow Agreement and are stated
          in currencies other than U.S. dollars, components of any
          such amounts shall be converted to U.S. dollars using the
          average U.S. dollar equivalent spot rate for such
          currencies over the two business days for which such rates
          are published in the Eastern United States edition of The
          Wall Street Journal on the day which is two days prior to
          the relevant payment date.

                            ARTICLE VIII

                         GENERAL PROVISIONS

                    Section 8.1 Amendment and Waiver. No amendment
          of any provision of this Agreement shall in any event be
          effective, unless the same shall be in writing and signed
          by the parties hereto. Any failure of any party to comply
          with any obligation, agreement or condition hereunder may
          only be waived in writing by the other party, but such
          waiver shall not operate as a waiver of, or estoppel with
          respect to, any subsequent or other failure. No failure by
          any party to take any action against any breach of this
          Agreement or default by the other party shall constitute a
          waiver of such party's right to enforce any provision
          hereof or to take any such action.
                          
                    Section 8.2 Expenses. Except as set forth
          herein, whether or not the transactions contemplated by
          this Agreement shall be consummated, each of the parties
          hereto agrees to pay all costs and expenses incurred by it
          in connection with this Agreement and the transactions
          contemplated hereby, including without limitation the fees
          of its counsel, accountants and consultants.
                          
                    Section 8.3 Broker's and Finder's Fees. Stanhome
          hereby represents and warrants to the Buyer with respect
          to Stanhome and each Group Subsidiary, and the Buyer
          hereby represents and warrants to Stanhome with respect to
          the Buyer, that no Person or entity is entitled to receive
          from Stanhome or any Group Subsidiary, on the one hand, or
          from the Buyer, on the other hand, any investment banking,
          brokerage or finder's fee or fees for financial consulting
          or advisory services in connection with this Agreement or
          the transactions contemplated hereby, except for an
          investment banking fee payable by Stanhome to Stanhome's
          investment banker in connection with this Agreement and
          the transactions contemplated hereby, as previously
          disclosed by Stanhome to the Buyer in writing and except
          for an investment banking fee payable by the Buyer to the
          Buyer's investment banker in connection with this
          Agreement and the transactions contemplated hereby, as
          previously disclosed by the Buyer to Stanhome in writing.
                          
                    Section 8.4 Notices. All notices, requests and
          other communications hereunder shall be in writing and
          shall be deemed given if delivered personally, sent by
          facsimile (if confirmed) or mailed by registered or
          certified mail (postage prepaid, return receipt requested)
          to the parties at the following addresses (or at such
          other address for a party as shall be specified by like
          notice, as specified below):

                    (a) If to Stanhome:

                        Stanhome Inc.
                        333 Western Avenue
                        Westfield, Massachusetts  01085
                        United States of America
                        Attention:  Bruce H. Wyatt, Esq.
                        Facsimile No.:  (413) 572-0055

                        With a copy to:

                        Skadden, Arps, Slate, Meagher & Flom  LLP
                        One Beacon Street
                        Boston, Massachusetts  02108
                        United States of America
                        Attention:  Louis A. Goodman, Esq.
                        Facsimile No.:  (617) 573-4822

                    (b) If to the Buyer:

                        Laboratoires de Biologie Vegetale Yves Rocher S.A.
                        No. 3, allee de Grenelle
                        92444 Issy-les-Moulineaux
                        France
                        Attention:  FranCois Bompard
                        Facsimile No.:  331-41-08-5878

                        With a copy to:

                        Sullivan & Cromwell
                        No. 8, Place Vendome
                        75001, Paris
                        France
                        Attention:  Pierre Servan-Schreiber
                        Facsimile No.:  331-44-50-6060

          The address of a party for the purposes of this Section
          8.4 may be changed by giving written notice to the other
          party of such change in the manner provided herein for
          giving notice. Unless and until such written notice is
          received, the addresses as provided herein shall be deemed
          to continue in effect for all purposes hereunder.

                    Section 8.5 Entire Agreement; Binding Effect.
          This Agreement and the agreements, documents and other
          instruments referred to herein (a) constitute the entire
          agreement, and supersede all other agreements and
          understandings, both written and oral, between the parties
          with respect to the subject matter hereof (provided that
          the Confidentiality Agreement shall survive the execution
          of this Agreement) and (b) shall not be assigned by either
          party (by operation of law or otherwise) without the prior
          written consent of the other party; provided, however,
          that the Buyer may assign its right to receive and own of
          record Group Subsidiary Sale Shares, but not its other
          rights and obligations hereunder, to other Transferees as
          necessary to comply with applicable law.

                    Section 8.6 Applicable Law. This Agreement shall
          be governed by and be construed in accordance with the
          laws of the State of New York, without giving effect to
          the principles thereof relating to conflicts of law.

                    Section 8.7 Parties in Interest. This Agreement
          shall be binding upon and inure solely to the benefit of
          each party hereto and their respective successors and
          permitted assigns, and nothing in this Agreement, express
          or implied, is intended to confer upon any other Person
          any rights or remedies of any nature whatsoever under or
          by reason of this Agreement, except as set forth in this
          Section 8.7. Stanhome and the Buyer hereby acknowledge and
          agree that the Qualifying Holders and the Transferees make
          no representations or warranties, and provide no
          indemnification, to Stanhome or the Buyer herein or
          otherwise in connection with the transactions contemplated
          hereby.

                    Section 8.8 Counterparts. This Agreement may be
          executed in any number of counterparts and by the
          different parties hereto on separate counterparts, each of
          which, when so executed and delivered, shall be deemed an
          original, but all of which together shall constitute one
          and the same instrument.

                    Section 8.9 Interpretation. The section and
          other headings contained in this Agreement are for
          reference purposes only and shall not affect in any way
          the meaning or interpretation of this Agreement. Whenever
          the words "include," "includes" or "including" are used in
          this Agreement, they shall be deemed to be followed by the
          words "without limitation." Unless otherwise indicated
          herein or the context otherwise requires, the masculine
          pronoun shall include the feminine and neuter, and the
          singular shall include the plural. The word "or" shall not
          be deemed exclusive.

                    Section 8.10 Severability. In case any term,
          provision, covenant or restriction of this Agreement is
          held to be invalid, illegal or unenforceable by a
          competent court in any jurisdiction, the validity,
          legality and enforceability of the remaining terms,
          provisions, covenants or restrictions, or of such term,
          provision, covenant or restriction in any other
          jurisdiction, shall not in any way be affected or impaired
          thereby.


                    IN WITNESS WHEREOF, the parties hereto have
          signed this Agreement under seal as of the date first
          written above.

                                  STANHOME INC.,
                                  on its own behalf and as
                                  representative and
                                  attorney-in-fact for
                                  the Qualifying Holders

                                  By:  /s/Allan G. Keirstead            
                                       _____________________________
                                       Name:  Allan G. Keirstead
                                       Title: Executive Vice President
                                              and Chief Administrative
                                              and Financial Officer

                                  LABORATOIRES DE BIOLOGIE
                                  VEGETALE YVES ROCHER S.A.

                                  By:  /s/Jean-Christian Fandeux         
                                       _________________________________
                                       Name:  Jean-Christian Fandeux
                                       Title: President du Directoire

    Executed in London, England this 24th day of November, 1997.


                                 SCHEDULE I

        GROUP SUBSIDIARIES/HOLDERS OF GROUP SUBSIDIARY CAPITAL STOCK

 Name of Group Subsidiary   Name of Holder        Number and Kind of
                                                  Shares of Capital Stock Held

 Nuova Lunaria S.r.l.       Stanhome S.p.A.       99,000 quotas, par value
   (Italy)                                        200,000 Lire per quota

                            John J. Dur           1 quota, par value
                                                  200,000 Lire per quota

 Stanhome S.A. (France)     Stanhome Inc.         19,988 shares, par value
                                                  100 Francs per share

                            John J. Dur           2 shares

                            Elisabeth Boujenah    2 shares

                            Allan G. Keirstead    2 shares

                            Mark A. Peterson      2 shares
                            John W. Rogers        2 shares

                            Michael S. Young      2 shares

 Stanhome de Colombia       Stanhome Capital,     458,356 quotas, par
 Ltda. (Colombia)           Inc.                  value Col. Peso 1,000
                                                  per quota 

                            Stanhome Worldwide    1 quota
                            Direct Selling 
                            Group, Inc.

 Stanhome de Mexico, S.A.   Stanhome Inc.         124,997 registered
 de C.V. (Mexico)                                 shares, par value 100
                                                  Pesos per registered
                                                  share

                            Allan G. Keirstead    1 registered share
                            Bruce H. Wyatt        1 registered share

                            John J. Dur           1 registered share

 Stanhome Panamericana,     Stanhome Inc.         164,350 shares, par
 C.A. (Venezuela)                                 value Bs. 100 per share 

 Stanhome S.p.A. (Italy)    Stanhome Inc.         28,650 shares, par value
                                                  100,000 Lire per share

                            Stanhome Capital,     1,350 shares
                            Inc.

 Stanhome Trading Company   Stanhome S.p.A.       25,616,797.76 shares,
 d.o.o., Ljubljana                                par value SIT 1 per
 (Slovenia)                                       share

                            Stanhome Capital,     202.24 shares
                            Inc.

 Stanhome, S.A. (Spain)     Stanhome Inc.         209,998 bearer shares,
                                                  par value 1,000 Ptas.
                                                  per bearer share

                            Stanhome Capital,     1 bearer share
                            Inc.

                            Stanhome West         1 bearer share
                            Germany Limited

 Stanhome Financial ATC     Stanhome, S.p.A.      16,372,500 "A" Ordinary
 Limited (Ireland)                                Shares, par value ITL 1
                                                  per share 1 Ordinary Share, 
                                                  par value 1RPOUND 1 per 
                                                  share

                            Stanhome Capital Inc. 1 Ordinary Share

 Stanhome, C.A.             Stanhome Inc.         100 shares, par value
 (Venezuela)                                      Bs. 100 per share

                            Stanhome Pan-         20,000 per share
                            americana, C.A.



                                SCHEDULE II

                         CERTAIN ASSETS TO BE SOLD

          Trademark License Agreement dated December 12, 1989 between
          MacFarlan Smith Limited and Stanhome Inc., and amendments of May
          15, 1992 and November 16, 1993(1).

          Manufacturing and Distribution Agreement dated December 1, 1990
          between Stanhome Inc. and Associated Manufacturers Limited
          (Jamaica)

          Standard Distribution Agreement dated as of June 5, 1990 between
          Stanhome Inc. and CP Young and Active Traders Ltd. (Cyprus)

          Distribution Agreement dated January 1, 1994 between Stanhome
          Inc. and STANLAR - Sociedade Tecnica de Artigos Novos para o Lar,
          Lda (Portugal)

          Agreement dated December 29, 1979 between Stanley Home Products,
          Inc. and Tonina, Ltd. (Trinidad)

          Agreement dated as of August 11, 1982 between Stanhome Inc. and
          Chauyjuljit Co., Ltd. (Thailand)

          Standard Distribution Agreement dated as of May 1, 1997 between
          Stanhome Inc. and Net Global d.o.o. (Slovenia)


          _________________                         
          1  To be separated by geographical region, which
             requires a contract amendment.


                                SCHEDULE III

                        GROUP SUBSIDIARY SALE SHARES

 Name of Group              Name of Seller        Number and Kind of   Name of
 Subsidiary                                       Shares of Capital    Trans-
                                                  Stock Held           feree

 Nuova Lunaria S.r.l.       John J. Dur           1 quota, par value
 (Italy)                                          200,000 Lire per
                                                  quota

 Stanhome S.A.              Stanhome Inc.         19,988 shares, 
 (France)                                         par value 100 
                                                  Francs per share

                            John J. Dur           2 shares

                            Elisabeth Boujenah    2 shares

                            Allan G.  Keirstead   2 shares

                            Mark A. Peterson      2 shares

                            John W. Rogers        2 shares

                            Michael S. Young      2 shares

 Stanhome de Colombia       Stanhome Capital,     458,356 quotas, 
 Ltda. (Colombia)           Inc.                  par Value Col. 
                                                  Peso 1,000 
                                                  per quota

                            Stanhome Worldwide    1 quota
                            Direct Selling 
                            Group, Inc.

 Stanhome de Mexico,        Stanhome Inc.         124,997 
 S.A. de C.V.                                     registered shares,
 (Mexico)                                         par value 100 
                                                  Pesos per
                                                  registered share

                            Allan G. Keirstead    1 registered share

                            Bruce H. Wyatt        1 registered share

                            John J. Dur           1 registered share

 Stanhome Panamericana,     Stanhome Inc.         164,350 shares, par
 C.A. (Venezuela)                                 value Bs. 100 per
                                                  share 

 Stanhome S.p.A.            Stanhome Inc.         28,650 shares, par
 (Italy)                                          value 100,000 Lire
                                                  per share

                            Stanhome Capital,     1,350 shares
                            Inc.

 Stanhome Trading           Stanhome Capital,     202.24 shares, par
 Company d.o.o.             Inc.                  value SIT 1 per
 Ljubljana (Slovenia)                             share
 
 Stanhome, S.A.             Stanhome Inc.         209,998 bearer
 (Spain)                                          shares, par value
                                                  1,000 Ptas. per
                                                  bearer share

                            Stanhome Capital,     1 bearer share
                            Inc.

                            Stanhome West         1 bearer share
                            Germany Limited

 Stanhome Financial         Stanhome Capital,     1 Ordinary Share,
 ATC Limited                Inc.                  par value IRPOUND 
 (Ireland)                                        1 per share

 Stanhome, C.A.             Stanhome Inc.         100 shares, par
                                                  value Bs. 100



                                SCHEDULE IV

                                 DIRECTORS

    Stanhome S.A. -                       Allan G. Keirstead
                                          John J. Dur
                                          Mark A. Peterson
                                          John W. Rogers

    Stanhome de Colombia Ltda. -          Alvaro de Brigard
                                          Maria Margarita Zuleta
                                          Sergio Michelson Jaramillo
                                          Maria Lucia del Castillo

    Stanhome de Mexico, S.A. de C.V. -    Allan G. Keirstead
                                          Bruce H. Wyatt
                                          John J. Dur
                                          Antonio Obregan Barrena (Alternate)
                                          Alvaro Quintana Crespo (Alternate)
                                          Leonardo Pontones Quesada (Alternate)
                                          Alfonso Villalua Cabera (Alternate)

    Stanhome Panamericana, C.A. -         John J. Dur
                                          Allan G. Keirstead
                                          Bruce H. Wyatt
                                          Farid Antakly K. (Alternate)
                                          Lubin Chacon Garcia (Alternate)
                                          Alberto Parra-Febres (Alternate)
                                          Maria Isabel Ponce (Alternate)

    Stanhome S.p.A. -                     Allan G. Keirstead
                                          John J. Dur
                                          John W. Rogers

    Stanhome, S.A. -                      John J. Dur
                                          Mark A. Peterson
                                          John W. Rogers



                                 SCHEDULE V

                        REQUIREMENTS OF FOREIGN LAW

               Mexico

                    Under Mexican law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of Stanhome de Mexico,
               S.A. de C.V. and to appoint new directors thereof.

               Colombia

                    Under Colombian law, a meeting of the partners is
               required in order to remove the General Manager of
               Stanhome de Colombia Ltda. and to appoint a new General
               Manager thereof.

                    Under Colombian law, the transfer of shares must be
               accomplished by an Amendment of the by-laws of Stanhome
               de Colombia Ltda. which must be registered before the
               Chamber of Commerce of Bogata.  At the time of
               registration a registry tax of 0.7% of the value of the
               transferred shares will be assessed.

               Ireland

                    Under Irish law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of Stanhome Financial
               ATC Limited and to appoint new directors thereof.

               France

                    Under French law, the share transfer is subject to a
               FF20,000 tax.

                    Under French law, Stanhome must have consulted its
               Enterprise Committee prior to the execution of the
               Agreement.

                    Under French law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of Stanhome S.A. and to
               appoint new directors thereof.

                    Under French law, the Enterprise Committee must be
               given 3 days notice of, and an opportunity to attend, any
               meeting of Stanhome S.A.'s board of directors at which
               such board calls a shareholders meeting for the purpose
               of replacing the members of the board of directors.

               Italy

                    Under Italian law, all anti-trust filings must be
               completed prior to Closing.

                    Under Italian law, the quotas, par value 200,000
               Lire per quota, of Nuova Lunaria S.r.l. are non-
               negotiable and  may be transferred only pursuant to a
               notarial deed of sale.

                    Under Italian law, the certificates representing the
               shares of Stanhome S.p.A. cannot be endorsed in blank and
               any endorsement thereof must take place before a notary.

                    Under Italian law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of each of Nuova
               Lunaria S.r.l. and Stanhome S.p.A. and to appoint new
               directors thereof.

                    Under Italian law, shareholders meeting may be
               convened provided that all existing shareholders,
               Directors, and statutory Auditors are in attendance and
               there is no objection to lack of notice.

               Venezuela

                    Under Venezuelan tax law, the Buyer must withhold 5%
               based on sales proceeds prior to Closing and the Buyer
               must pay such withholding tax to the Venezuelan Tax
               Administration Service and must certify to the Venezuelan
               Mercantile Registry Office that such payment has been
               made.

                    Under Venezuelan law, the shares of Stanhome
               Panamericana, C.A. cannot be endorsed in blank.  In order
               to obtain valid legal title to such shares, the Buyer
               must have its name registered in the stock ledger of
               Stanhome Panamericana, C.A.

                    Under Venezuelan law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of Stanhome
               Panamericana, C.A. and to appoint new directors thereof.

               Slovenia

                    Under Slovenian law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of Stanhome Trading
               Company d.o.o., Ljubljana and to appoint new directors
               thereof.

               Spain

                    Under Spanish law, the Buyer must apply for
               clearance from the Spanish monetary authorities at least
               15 days prior to the Closing.

                    Under Spanish law, the stock ledgers, books and
               other organizational/record documents of Stanhome, S.A.
               must remain in Spain.

                    Under Spanish law, a meeting of shareholders is
               required in order to approve the resignations of the
               members of the board of directors of each of Stanhome,
               S.A., and to appoint new directors thereof.

                    Under Spanish law, shareholder resolutions approving
               the resignations of the directors of each of Stanhome,
               S.A. and appointing new directors thereof must be raised
               to public deed and recorded in the Spanish Mercantile
               Registry.

                    Under Spanish law, in order for the Buyer to
               register as a foreign investor the Transfer Agreement
               associated with Stanhome, S.A. (Spain) must be
               "validated" in Spain.  "Validation" involves the
               following:

                    1)   the grant of powers of attorney, before a
                         Notary Public and bearing the Apostille of the
                         Hague Convention, by the shareholders Stanhome
                         Inc., Stanhome Capital Inc., and Stanhome West
                         Germany Limited; 

                    2)   the grant of powers of attorney by the Buyer;

                    3)   stock certificates;

                    4)   originals of the documents filed by Stanhome
                         Inc., Stanhome Capital Inc. and Stanhome West
                         Germany Limited with the Spanish monetary
                         authorities declaring the investments made;

                    5)   documents declaring the divestment made by
                         Stanhome Inc., Stanhome Capital Inc. and
                         Stanhome West Germany Limited as a consequence
                         of the sale; and

                    6)   documents declaring the foreign investment to
                         be made by the Buyer.

                    Under Spanish law, Form 210 must be filed with the
               Spanish Tax Administration to settle capital gains tax
               within thirty days of the date of the sale of shares in
               Spain.



                                SCHEDULE VI

                       GROUP SUBSIDIARY KEY EMPLOYEES


      Stanhome S.p.A

      Cesj Castiglion              Commercial Director

      Sergio Stellin               Managing Director

      Giuseppe Castagna            Chief Administrative  Officer


      Stanhome S.A. (France)

      Elisabeth Boujenah           Commercial Director

      Pascale Caillaux             National Sales Manager

      Marie-Claire Emery           Assistant National Sales Manager


      Stanhome S.A. (Spain)

      Paolo Giuliani               Acting General Manager

      Jose Maria Pardos            Chief Administrative Officer

      Maria Pilar Vives de Costa   National Sales Manager


      Stanhome de Mexico

      Gerry Aguinaga               General Manager

      Rebecca Pacheco              Marketing Director

      Javier Rubio                 Chief Administrative Officer

      M.E. Zavala                  Sales Director


      Venezuela

      Julio Ubieda                 General Manager

      Claret Perez                 Marketing Manager



                                SCHEDULE VII

                               TAX ALLOCATION

               COUNTRY OF                      ALLOCATED PORTION OF
               GROUP OPERATIONS                TOTAL PURCHASE PRICE

               ITALY                             FF  140,000,000

               FRANCE                            FF   50,000,000

               MEXICO                            FF   36,000,000

               SPAIN                             FF   30,000,000

               VENEZUELA                         FF   12,000,000

               COLUMBIA                          FF    2,000,000

               _______________                   _______________

               Total                             FF 270,000,000




                                                                 EXHIBIT A


                        REPRESENTATIVE AGREEMENT

                  This Representative Agreement (this
        "Agreement") is entered into as of November 21, 1997 by
        and among Stanhome Inc., a Massachusetts corporation
        ("Stanhome" or the "Representative"), and the sellers
        listed on the signature pages hereto (the "Sellers").

                  WHEREAS, as of the date hereof, Laboratoires
        De Biologie Vegetale Yves Rocher S.A., a corporation
        organized under the laws of France (the "Buyer"), and
        Stanhome are entering into a Stock and Asset Purchase
        Agreement (the "Purchase Agreement"); and

                  WHEREAS, pursuant to the terms of the Purchase
        Agreement, the Buyer is purchasing certain shares (or
        other equity ownership interests) from the Sellers, as
        set forth on Schedule I hereto (the "Shares"); and

                  WHEREAS, the Shares were acquired by the
        Seller from the Representative or its nominee, or
        directly from the issuer of such Shares and are held of
        record by the Sellers solely as nominal or qualifying
        shares pursuant to the requirements of applicable law,
        and accordingly, the Sellers have no financial interest
        of any kind in the Shares; and 

                  WHEREAS, the Purchase Agreement contemplates
        the execution and delivery by each of the Sellers of an
        agreement pursuant to which Stanhome acts as
        representative of and attorney-in-fact for each of the
        Sellers under and in connection with the Purchase
        Agreement;

                  NOW, THEREFORE, in consideration of the
        foregoing and the respective representations, warranties
        and agreements hereinafter set forth and intending to be
        legally bound hereby, the parties hereto agree as
        follows:

                  1.   Custody Arrangements.

                       (a) Each of the Sellers is delivering to
        the Representative herewith certificates, if any,
        representing the Shares set forth opposite such Seller's
        name on Schedule I hereto, such certificates to be held,
        administered and delivered by the Representative in
        accordance with the terms and provisions of this
        Agreement.

                       (b) Each of the Sellers is delivering to
        the Representative herewith stock powers or other stock
        transfer forms, as applicable, executed by such Seller
        in blank (if permitted by applicable law), in proper
        form for transfer and with all requisite stock transfer
        stamps, if any, attached or provided for, for use in
        connection with the anticipated delivery of the
        certificates representing the Shares being delivered to
        the Representative by such Seller herewith.

                       (c) Each of the Sellers hereby authorizes
        and directs the Representative to hold the certificates
        representing the Shares being delivered herewith by such
        Seller to the Representative until (i) such Shares are
        sold and delivered to the Buyer pursuant to the terms of
        the Purchase Agreement and this Agreement or (ii) the
        Purchase Agreement is terminated.  In the event that the
        Purchase Agreement is terminated, the Representative
        shall, as soon as practicable thereafter, return to each
        Seller the Shares delivered herewith by such Seller to
        the Representative, and thereupon, this Agreement also
        shall terminate.

                  2.   Appointment of Representative.

                       (a) Each of the Sellers hereby
        authorizes, directs and appoints the Representative such
        Seller's true and lawful representative, agent and
        attorney-in-fact with respect to any and all matters
        arising under or in connection with the Purchase
        Agreement, in all cases with full power and authority to
        make any and all judgments and determinations for and on
        behalf of such Seller and to execute and deliver or file
        (or cause to be filed), for and on behalf of such
        Seller, all such agreements, consents, waivers, notices,
        certificates and other documents and instruments in
        connection therewith as the Representative may deem
        advisable.  Without in any way limiting the foregoing,
        each of the Sellers hereby authorizes and directs the
        Representative to (i) take any and all actions
        (including without limitation executing or delivering
        any and all instruments (including without limitation
        those referenced in Section 1 hereof) and other
        documents and making any and all determinations) which
        may be required or permitted by the Purchase Agreement
        to be taken by the Sellers or the Representative, (ii)
        exercise such other rights, power and authority as are
        authorized, delegated and granted to the Representative
        under the Purchase Agreement in connection with the
        transactions contemplated thereby and (iii) exercise
        such rights, power and authority as are incidental to
        any of the foregoing.  Each of the Sellers hereby gives
        the Representative full power and authority to act in
        the premises (including, without limitation, the power
        and authority to execute and deliver any certificate,
        notice or instructions and any and all other documents
        (including without limitation any Transfer Agreement (as
        defined in the Purchase Agreement) required to be
        executed and delivered by such Seller under the Purchase
        Agreement) in connection with the closing of the
        transactions contemplated by the Purchase Agreement (the
        "Closing")).

                       (b)  In furtherance and not in limitation
        of the foregoing, each of the Sellers hereby expressly
        authorizes and directs the Representative to (i) sell
        and deliver to the Buyer the Shares set forth opposite
        such Seller's name on Schedule I hereto at such prices
        and on such terms as are set forth in the Purchase
        Agreement or any related Transfer Agreement, (ii) take
        such actions as the Representative, in its sole
        discretion, deems appropriate to transfer such Shares to
        the Buyer in accordance with the terms of the Purchase
        Agreement or any related Transfer Agreement against
        receipt by the Representative of the purchase price to
        be paid therefor, (iii) deliver to the Buyer at the
        Closing the certificates representing the Shares set
        forth opposite such Seller's name on Schedule I hereto
        being held by the Representative pursuant to the terms
        hereof, (iv) endorse (in blank or otherwise) on behalf
        of such Seller, if necessary in connection with the
        Closing, the certificates representing the Shares set
        forth opposite such Seller's name on Schedule I hereto
        or (v) take such other actions as may be necessary or
        desirable to effect the intents and purposes hereof. 
        Also, in furtherance and not in limitation of the
        foregoing, each of the Sellers further expressly
        authorizes and directs the Representative to execute a
        receipt for payment in respect of the Shares and to
        deliver such receipt to the Buyer.

                       (c)  Any action, exercise of rights, power
        or authority, decision or determination taken or made by
        the Representative consistent herewith, shall be
        absolutely and irrevocably binding on each Seller as if
        such Seller personally had taken such action, exercised
        such rights, power or authority or made such decision or
        determination in such Seller's individual capacity.  The
        Representative hereby acknowledges and accepts the
        foregoing authorization and appointment and agrees to
        serve as the representative and agent of and attorney-
        in-fact for the Sellers in accordance with this
        Agreement and the Purchase Agreement.

                  3.   Sellers' Representations and Warranties. 
        Each Seller represents and warrants to the
        Representative that to such Seller's knowledge, such
        Seller has not taken any action without the instructions
        or consent of the Representative with respect to the
        Shares since the time the Shares were acquired by such
        Seller and that this representation and warranty is true
        and correct as of the date hereof and will be true and
        correct at the date and time of the Closing.

                  4.   Representative's Representations and
        Warranties.  The Representative represents and warrants
        to and agrees with each Seller that this Agreement has
        been duly authorized, executed and delivered by the
        Representative and constitutes the valid and binding
        obligation of the Representative, enforceable against
        the Representative in accordance with its terms and that
        this representation and warranty is true and correct as
        of the date hereof and will be true and correct at the
        Date and time of the Closing.

                  5.   Limitations on Liability; Indemnification. 

                       (a)  The Representative agrees that it
        shall be responsible to each Seller for, and that it
        shall indemnify each Seller and hold each Seller
        harmless from and against, any and all losses,
        liabilities, damages, deficiencies, obligations, costs
        and expenses to the extent incurred by such Seller in
        such Seller's capacity as a Seller under the Purchase
        Agreement (whether in connection with this Agreement,
        the Purchase Agreement or any other agreement entered
        into herewith or therewith or otherwise), except to the
        extent that such losses, liabilities, damages,
        deficiencies, obligations, costs or expenses are
        incurred as a result of such Seller's breach of any
        representation, warranty or agreement made herein.  

                       (b)  The provisions of this Agreement
        shall in no way impose any liability or obligations on
        the Buyer.  In particular, notwithstanding any notice
        received by the Buyer to the contrary, the Buyer (i)
        shall be fully protected in relying upon and shall be
        entitled to rely upon, and shall have no liability to
        any of the Sellers with respect to, actions, decisions
        and determinations of the Representative taken or made
        in accordance with this Agreement and (ii) shall be
        entitled to assume that all actions, decisions and
        determinations of the Representative taken or made in
        accordance with this Agreement are fully authorized by
        each of the Sellers.

                  6.   Counterparts.  This Agreement may be
        executed in two or more counterparts, all of which
        together shall be deemed to be one and the same
        document.

                  7.   Headings.  The paragraph headings
        contained herein are for convenience only and are not to
        be used in interpreting this Agreement.

                  8.   Governing Law.  This Agreement shall be
        governed by and construed in accordance with the laws of
        the Commonwealth of Massachusetts, without giving effect
        to the principles thereof relating to conflicts of law.

                  9.   Successors.  This Agreement shall be
        binding upon each of the Sellers and their respective
        heirs, personal representatives, successors and assigns,
        as the case may be.


                  IN WITNESS WHEREOF, the undersigned have
        hereunto set their hands as of the date first written
        above.

                                      REPRESENTATIVE:

                                      STANHOME INC.

                                      By: /s/ H. L. Tower         
                                         ---------------------------
                                         Name:  H. L. Tower
                                         Title: Chairman and C.E.O.

                                      SELLERS:

                                      STANHOME WEST GERMANY LIMITED

                                      By: /s/ Allan G. Keirstead 
                                         ---------------------------
                                         Name: Allan G. Keirstead
                                         Title: Treasurer

                                      STANHOME CAPITAL, INC.

                                      By: /s/ Allan G. Keirstead 
                                         ---------------------------
                                         Name: Allan G. Keirstead
                                         Title: Vice President

                                      STANHOME WORLDWIDE 
                                      DIRECT SELLING GROUP, INC.

                                      By: /s/ Allan G. Keirstead 
                                         ---------------------------
                                         Name: Allan G. Keirstead
                                         Title: Treasurer

                                       /s/ John J. Dur           
                                      ------------------------------
                                      John J. Dur

                                       /s/ Allan G. Keirstead    
                                      ------------------------------
                                      Allan G. Keirstead

                                       /s/ Mark A. Peterson      
                                      ------------------------------
                                      Mark A. Peterson

                                       /s/ John W. Rogers        
                                      ------------------------------
                                      John W. Rogers

                                       /s/ Michael S. Young      
                                      -----------------------------
                                      Michael S. Young

                                       /s/ Bruce H. Wyatt        
                                      -----------------------------
                                      Bruce H. Wyatt  

                                       /s/ Elisabeth Boujenah    
                                      -----------------------------
                                      Elisabeth Boujenah




                                  SCHEDULE I

  SHARES SUBJECT TO CUSTODY ARRANGEMENTS TO BE SOLD PURSUANT TO PURCHASE AGREEMENT

        NAME OF SELLER             COMPANY                    NUMBER OF SHARES TO BE
                                                              SOLD PURSUANT TO
                                                              PURCHASE AGREEMENT

                                                                       
        Stanhome West Germany      Stanhome, S.A. (Spain)     1 bearer share
        Limited

        Stanhome Capital, Inc.     Stanhome de Colombia       458,356 quotas per Value
                                   Ltda (Colombia)            Col. Peso 1,000 per
                                                              quota.

                                   Stanhome, S.p.A. (Italy)   1.350 shares

                                   Stanhome Trading Comapny   202.24 shares, per value
                                   d.o.o. Ljubljana           SIT 1 per share
                                   (Slovenia)

                                   Stanhome, S.A. (Spain)     1 bearer per share

                                   Stanhome Financial ATC     1 Ordinary Share, per
                                   Limited (Ireland)          value IR POUND 1 per share

        Stanhome Worldwide         Stanhome de Colombia       1 quota
        Direct Selling             Ltda. (Colombia)
        Group, Inc.

        John J. Dur                Nuova Lunaria S.r.l.       1 quota, par value
                                   (Italy)                    200,000 Lire

                                   Stanhome S.A. (France)     2 shares

                                   Stanhome de Mexico, S.A.   1 registered share
                                   de C.V. (Mexico)

        Elisabeth Boujenah         Stanhome S.A. (France)     2 shares

        Allan G. Keirstead         Stanhome S.A. (France)     2 shares

                                   Stanhome de Mexico, S.A.   1 registered share
                                   de C.V. (Mexico)

        Mark A. Peterson           Stanhome S.A. (France)     2 shares

        John W. Rogers             Stanhome S.A. (France)     2 shares

        Michael S. Young           Stanhome S.A. (France)     2 shares

        Bruce H. Wyatt             Stanhome de Mexico, S.A.   1 registered share
                                   de C.V. (Mexico)






                                                EXHIBIT B


                             ESCROW AGREEMENT

                    This Escrow Agreement (this "Escrow Agree-
          ment") is entered into as of December [  ], 1997 by
          and among Laboratoire de Biologie Vegetale Yves Rocher
          S.A., a corporation organized under the laws of France
          (the "Buyer"), Stanhome Inc., a Massachusetts corpora-
          tion ("Stanhome"), and The First National Bank of
          Chicago, a national bank, as escrow agent (the "Escrow
          Agent").

                    The Buyer and Stanhome are parties to a
          Stock and Asset Purchase Agreement dated November 21,
          1997 (the "Purchase Agreement") providing for, among
          other things, (i) the purchase by the Buyer and the
          sale by Stanhome and certain of Stanhome's nominees of
          the stock of certain of the subsidiaries comprising
          Stanhome's Worldwide Direct Selling Group (the
          "Group") and  (ii) the purchase by the Buyer and the
          sale by Stanhome of certain assets of Stanhome neces-
          sary to the conduct of business of the Group.

                    The closing under the Purchase Agreement
          (the "Closing") is taking place concurrently with the
          execution and delivery of this Escrow Agreement.

                    This Escrow Agreement and the escrow ar-
          rangements set forth herein are part of the terms and
          conditions of the Purchase Agreement and have been
          entered into for the purpose of carrying the transac-
          tions contemplated by the Purchase Agreement into
          effect. 

                    The Buyer and Stanhome desire to place a
          portion of the consideration payable by the Buyer to
          Stanhome under the Purchase Agreement in escrow, upon
          the terms and subject to the conditions set forth
          below.

                    Capitalized terms used and not otherwise
          defined herein shall have the respective meanings
          ascribed thereto in the Purchase Agreement.

                    In consideration of the foregoing and the
          agreements contained herein, and for other good and
          valuable consideration, the receipt and sufficiency of
          which are hereby acknowledged, the Buyer, Stanhome and
          the Escrow Agent hereby agree as follows:

                    1.   Escrow Funds.  

                         (a)  At the Closing, in accordance with
          Section 1.4 of the Purchase Agreement, the Buyer will
          deliver to the Escrow Agent  an amount equal to FF66
          million in immediately available funds (the "Escrow
          Amount").  The Escrow Agent hereby acknowledges re-
          ceipt of the Escrow Amount.

                         (b)  The Escrow Agent hereby agrees to
          act as escrow agent and to hold, safeguard and dis-
          burse the Escrow Amount, together with any interest,
          dividends or other amounts earned thereon (the "Escrow
          Funds") pursuant to the terms and conditions hereof.   
          The Escrow Funds shall be held as a trust fund and
          shall not be subject to any lien, attachment, trustee
          process or any other judicial process of any creditor
          of any party hereto.

                    2.   Investment of Escrow Funds.  Except as
          the Buyer and Stanhome may from time to time jointly
          instruct the Escrow Agent in writing, the Escrow Funds
          shall be invested from time to time, to the extent
          possible, in United States Treasury bills having a
          remaining maturity of 90 days or less and repurchase
          obligations secured by such United States Treasury
          Bills, with any remainder being deposited and main-
          tained in a money market deposit account with the
          Escrow Agent, until disbursement of all of the Escrow
          Funds in accordance with this Escrow Agreement.  The
          Escrow Agent is authorized to liquidate in accordance
          with its customary procedures any portion of the Es-
          crow Funds consisting of investments to provide for
          payments required to be made under this Escrow Agree-
          ment.

                    3.   Claims.

                         (a)  Upon receipt by the Escrow Agent
          and Stanhome of notice (a "Claim Notice") from the
          Buyer on or before the close of business (Boston time)
          on March 31, 1998 (the "Escrow Release Date"), that
          the Buyer is asserting a claim for indemnification
          pursuant to Article VII of the Purchase Agreement (an
          "Indemnifiable Claim"), which Claim Notice shall spec-
          ify the nature and estimated amount, in French francs
          (the "Claimed Amount"), of such Indemnifiable Claim,
          the Escrow Agent shall retain, set aside and continue
          to hold the Escrow Funds, or such lesser portion of
          the Escrow Funds having a value equal to the Claimed
          Amount, in escrow hereunder subject to the further
          provisions hereof.

                         (b)  Within 20 days after receipt of a
          Claim Notice by the Escrow Agent and Stanhome,
          Stanhome shall provide to the Buyer, with a copy to
          the Escrow Agent, a written response (a "Response
          Notice") in which Stanhome shall either  (i) agree
          that the full Claimed Amount specified in that Claim
          Notice may be released to the Buyer from the Escrow
          Funds, (ii) agree that part, but not all, of the
          Claimed Amount specified in that Claim Notice (the
          "Agreed Amount") may be released to the Buyer from the
          Escrow Funds and contest the release to the Buyer of
          the balance or (iii) contest the release to the Buyer
          of any part of the Claimed Amount specified in that
          Claim Notice from the Escrow Funds.  If no Response
          Notice is received by the Escrow Agent within such 20-
          day period, Stanhome shall be deemed to have agreed
          that all of the Claimed Amount may be released to the
          Buyer from the Escrow Funds.

                         (c)  If Stanhome in any Response Notice
          agrees (or is deemed to have agreed) that the entire
          Claimed Amount specified in the related Claim Notice
          may be released to the Buyer from the Escrow Funds,
          the Escrow Agent shall promptly, following the re-
          quired delivery date for the Response Notice, trans-
          fer, deliver and assign to the Buyer, free and clear
          of any interest of Stanhome therein, such portion of
          the Escrow Funds having an aggregate value equal to
          the Claimed Amount (or such lesser value of Escrow
          Funds as are held in escrow hereunder at such time).

                         (d)  If Stanhome in any Response Notice
          agrees that part, but not all, of the Claimed Amount
          specified in the related Claim Notice may be released
          to the Buyer from the Escrow Funds, the Escrow Agent
          shall promptly, following the required delivery date
          for the Response Notice, transfer, deliver and assign
          to the Buyer, free and clear of any interest of
          Stanhome therein, the Escrow Funds having an aggregate
          value equal to the Agreed Amount (or such lesser
          amount of the Escrow Funds as are held in escrow here-
          under at such time).

                         (e)  If Stanhome in any Response Notice
          contests the release of all or part of the Claimed
          Amount specified in the related Claim Notice (the
          "Contested Amount"), the Buyer and Stanhome shall
          first make a good faith effort to settle the matter
          themselves.  [If they do not settle the matter within
          30 days of the receipt of Stanhome's Response Notice
          contesting the Claimed Amount, either the Buyer or
          Stanhome shall have the right, by delivery of written
          notice thereof (the "Arbitration Notice") to the other
          party, to submit the matter to binding arbitration in
          Boston, Massachusetts.  All matters so submitted to
          arbitration shall be settled by three (except as oth-
          erwise provided below) arbitrators in accordance with
          the Commercial Arbitration Rules then in effect of the
          American Arbitration Association (the "AAA Rules"). 
          Stanhome and the Buyer shall each designate one arbi-
          trator within 10 days of the delivery of the Arbitra-
          tion Notice.  If either Stanhome or the Buyer fails so
          to timely designate an arbitrator, the matter shall be
          resolved by the one arbitrator timely designated. 
          Stanhome and the Buyer shall cause the designated
          arbitrators to mutually agree upon and to designate a
          third arbitrator; provided, however, that failing such
          agreement within 45 days of delivery of the Arbitra-
          tion Notice, the third arbitrator shall be appointed
          in accordance with the AAA Rules.  Stanhome and the
          Buyer shall be responsible for the payment of the fees
          and expenses of their respectively designated arbitra-
          tors and shall bear equally the fees and expenses of
          the third arbitrator.  Stanhome and the Buyer shall
          cause the arbitrators to decide the matter to be arbi-
          trated pursuant hereto within 60 days after the ap-
          pointment of the last arbitrator.  The arbitrators'
          decision shall relate solely to whether the Buyer is
          entitled to receive all or a portion of the Escrow
          Funds pursuant to the applicable terms of the Purchase
          Agreement and this Escrow Agreement and, if so, the
          amount of such portion of the Escrow Funds.  The final
          decision of the majority of the arbitrators shall be
          furnished to Stanhome, the Buyer and the Escrow Agent
          in writing and shall constitute a conclusive determi-
          nation of the matter in question, binding upon
          Stanhome, the Buyer and the Escrow Agent and shall not
          be contested by any of them.]  Such decision may be
          used in a court of law only for the purpose of seeking
          enforcement of the arbitrators' award.  Notwithstand-
          ing any provision of this Escrow Agreement or the
          Purchase Agreement to the contrary, after delivery of
          any Response Notice contesting the Claimed Amount
          specified in the related Claim Notice is contested by
          Stanhome, the Escrow Agent, pursuant to this Section
          3, shall continue to hold Escrow Funds having a value
          equal to the Contested Amount (up to the amount of
          Escrow Funds then held in escrow hereunder), notwith-
          standing the occurrence of the Escrow Release Date,
          until (i) delivery of a copy of a settlement agreement
          executed by the Buyer and Stanhome setting forth in-
          structions to the Escrow Agent as to the release of
          the Escrow Funds, if any, that shall be made with
          respect to the Contested Amount or (ii) delivery of a
          copy of the final decision of a majority of the arbi-
          trators setting forth instructions to the Escrow Agent
          as to the release of the Escrow Funds, if any, that
          shall be made with respect to the Contested Amount. 
          If applicable, the Escrow Agent shall thereupon re-
          lease those Escrow Funds from escrow (to the extent
          that any portion of the Escrow Funds is then held in
          escrow hereunder) in accordance with such agreement or
          instructions.  All costs and expenses of any proceed-
          ing described in this paragraph 3(e) shall be borne by
          the losing party in any such proceeding (with costs
          and expenses to be assessed and assigned by the arbi-
          trator or arbitrators in the event of an arbitration
          in which there is no losing party).  The Escrow Agent
          shall be under no duty whatsoever to institute or
          defend any proceedings which might in its judgment
          involve expense or liability unless it shall have been
          furnished with indemnity acceptable to it.  The Escrow
          Agent shall have the right to interplead the parties
          to any dispute in any court of competent jurisdiction
          and request that such court determine the respective
          rights of the parties with respect to this Escrow
          Agreement, and upon doing so, the Escrow Agent shall
          be released from any obligations or liability as a
          consequence of such claims or demands. 

                         (f)  In the event that, on or prior to
          the Escrow Release Date, (i) the Escrow Agent and
          Stanhome have not received a Claim Notice from the
          Buyer or (ii) one or more Claim Notices have been
          received by the Escrow Agent and Stanhome from the
          Buyer specifying Claimed Amounts aggregating less than
          the value of the Escrow Funds held in escrow hereun-
          der, then, within three business days after the Escrow
          Release Date, the Escrow Agent shall deliver to
          Stanhome such portion of the Escrow Funds not subject
          to a Claim Notice.

                    4.   Duties of Escrow Agent.

                         (a)  The Escrow Agent shall not be
          under any duty to give the Escrow Funds held by it
          hereunder any greater degree of care than it gives its
          own similar property and shall not be required to
          invest any funds held hereunder except as directed in
          this Escrow Agreement. 

                         (b)  The Escrow Agent shall not be
          liable, except for its own gross negligence or willful
          misconduct and, except with respect to claims based
          upon such gross negligence or willful misconduct that
          are successfully asserted against the Escrow Agent,
          the other parties hereto shall jointly and severally
          indemnify and hold harmless the Escrow Agent from and
          against any and all losses, liabilities, claims, ac-
          tions, damages and expenses, including reasonable
          attorneys' fees and disbursements, arising out of and
          in connection with this Escrow Agreement.  Without
          limiting the foregoing, the Escrow Agent shall in no
          event be liable in connection with its investment or
          reinvestment of the Escrow Funds held by it hereunder
          in good faith, in accordance with the terms hereof,
          including without limitation any liability for any
          delays (not resulting from its gross negligence or
          willful misconduct) in the investment or reinvestment
          of the Escrow Funds, or any loss of interest incident
          to any such delays.

                         (c)  The Escrow Agent shall be entitled
          to rely upon any order, judgment, certification, de-
          mand, notice, instrument or other writing delivered to
          it hereunder reasonably believed by the Escrow Agent
          to be authentic, correct and properly and validly
          served without being required to determine the authen-
          ticity or the correctness of any fact stated therein
          or the propriety or validity of the service thereof. 
          The Escrow Agent may act in reliance upon any instru-
          ment or signature reasonably believed by it to be
          genuine and may assume that the person purporting to
          give notice or advice or make any statement or execute
          any document in connection with the provisions hereof
          has been duly authorized to do so.  The Escrow Agent
          may conclusively presume that the undersigned repre-
          sentative of each of the Buyer and Stanhome has full
          power and authority to instruct the Escrow Agent on
          behalf of such party unless written notice to the
          contrary is delivered to the Escrow Agent.

                         (d)  The Escrow Agent may act pursuant
          to the advice of counsel with respect to any matter
          relating to this Escrow Agreement and shall not be
          liable for any action taken or omitted by it in accor-
          dance with such advice, except that the Escrow Agent
          shall be liable for any actions or omissions which
          result from the Escrow Agent's gross negligence or
          willful misconduct.

                         (e)  The Escrow Agent does not have any
          interest in the Escrow Funds deposited hereunder other
          than as escrow agent hereunder.  Any payments from the
          Escrow Funds shall be subject to withholding regula-
          tions then in force with respect to United States
          taxes and the parties hereto will provide the Escrow
          Agent with all appropriate information necessary to
          effectuate such withholdings. 

                         (f)  The resignation of the Escrow
          Agent will take effect only upon the appointment of a
          successor escrow agent (which successor escrow agent
          shall be deemed the "Escrow Agent" for  all purposes
          under this Escrow Agreement from and after the ap-
          pointment of such successor)  jointly designated by
          the Buyer and Stanhome in writing or by any court of
          competent jurisdiction.  Upon delivery of the Escrow
          Funds to any successor Escrow Agent, the Escrow Agent
          shall be discharged of and from any and all further
          obligations arising in connection with this Escrow
          Agreement. 

                         (g)  In the event of any disagreement
          between Stanhome and the Buyer relating to this Escrow
          Agreement, including without limitation with respect
          to the disposition of the Escrow Funds, or in the
          event that the Escrow Agent is in doubt as to what
          action it should take hereunder, the Escrow Agent
          shall be entitled to retain the Escrow Funds until the
          Escrow Agent shall have received (i) a copy of the
          final arbitration decision directing delivery of the
          Escrow Funds or (ii) a written agreement executed by
          Stanhome and the Buyer directing delivery of an Agreed
          Amount, in which event the Escrow Agent shall disburse
          such Agreed Amount in accordance with such order or
          agreement.  Any arbitration decision shall be accompa-
          nied by a legal opinion by counsel for the presenting
          party satisfactory to the Escrow Agent to the effect
          that the arbitration decision is final.  The Escrow
          Agent shall act on such arbitration decision and legal
          opinion without further question.

                         (h)  The Buyer agrees to pay the Escrow
          Agent compensation (as payment in full) for the ser-
          vices to be rendered by the Escrow Agent, and the
          Buyer agrees to reimburse the Escrow Agent for all
          reasonable expenses, disbursements and advances in-
          curred or made by the Escrow Agent in performance of
          its duties hereunder (including reasonable fees, ex-
          penses and disbursements of its counsel). 

                    5.   Ownership for Tax Purposes.  The Buyer
          agrees that, for purposes of federal and other taxes
          based on income, Stanhome will be treated as the owner
          of the Escrow Funds and that Stanhome will report all
          income, if any, as reported to Stanhome by the Escrow
          Agent, that is earned on, or derived from, the Escrow
          Funds as Stanhome's income, in such proportions, in
          the taxable year or years in which such income is
          properly includible and pay any taxes attributable
          thereto.

                    6.   Notices.  All notices, requests and
          other communications hereunder shall be in writing and
          shall be deemed given if delivered personally, sent by
          facsimile (if confirmed) or mailed by registered or
          certified mail (postage prepaid, return receipt re-
          quested) to the parties at the following addresses (or
          at such other address for a party as shall be speci-
          fied by like notice, as specified below):

                    (a)  If to Stanhome:

                         Stanhome Inc.
                         333 Western Avenue
                         Westfield, Massachusetts  01085 
                         United States of America
                         Attention:  Bruce H. Wyatt, Esq.
                         Facsimile No.:  (413) 572-0055

                         With a copy to:

                         Skadden, Arps, Slate, Meagher & Flom LLP
                         One Beacon Street
                         Boston, Massachusetts  02108  
                         United States of America
                         Attention:  Louis A. Goodman, Esq.
                         Facsimile No.:  (617) 573-4822

                    (b)  If to the Buyer:

                         Laboratoire de Biologie Vegetale
                         Yves Rocher S.A.
                         No. 3, allee de Grenelle
                         92444 Issy-les-Moulineaux
                         France
                         Attention:  FranCois Bompard
                         Facsimile No.:  331-41-08-5878

                         With a copy to:

                         Sullivan & Cromwell
                         No. 8, Place Vendome
                         75001, Paris 
                         France
                         Attention:  Pierre Servan-Schreiber
                         Facsimile No.:  331-44-50-6060

                    (c)  If to the Escrow Agent:

                         The First National Bank of Chicago
                         One First National Plaza
                         Suite 0634
                         Chicago, Illinois  60670
                         United States
                         Attention:
                         Facsimile No.: 312-732-4840

          The address of a party for the purposes of this Sec-
          tion 6 may be changed by giving written notice to the
          other parties hereto of such change in the manner
          provided herein for giving notice.  Unless and until
          such written notice is received, the addresses as
          provided herein shall be deemed to continue in effect
          for all purposes hereunder.

                    7.   Entire Agreement; Binding Effect.  This
          Agreement and the agreements, documents and other
          instruments referred to herein (a) constitute the
          entire agreement, and supersede all other agreements
          and understandings, both written and oral, between the
          parties with respect to the subject matter hereof and
          (b) shall not be assigned by any party (by operation
          of law or otherwise) without the prior written consent
          of the other parties.

                    8.   Applicable Law.  This Agreement shall
          be governed by and be construed in accordance with the
          laws of the State of New York, without giving effect
          to the principles thereof relating to conflicts of
          law.

                    9.   Parties in Interest.  This Agreement
          shall be binding upon and inure solely to the benefit
          of each party hereto and their respective successors
          and permitted assigns, and nothing in this Agreement,
          express or implied, is intended to confer upon any
          other Person any rights or remedies of any nature
          whatsoever under or by reason of this Agreement. 

                    10.  Counterparts.  This Agreement may be
          executed in any number of counterparts and by the
          different parties hereto on separate counterparts,
          each of which, when so executed and delivered, shall
          be deemed an original, but all of which together shall
          constitute one and the same instrument.

                    11.  Interpretation.  The section and other
          headings contained in this Agreement are for reference
          purposes only and shall not affect in any way the
          meaning or interpretation of this Agreement.  Whenever
          the words "include," "includes" or "including" are
          used in this Agreement, they shall be deemed to be
          followed by the words "without limitation."  Unless
          otherwise indicated herein or the context otherwise
          requires, the masculine pronoun shall include the
          feminine and neuter, and the singular shall include
          the plural.  The word "or" shall not be deemed exclu-
          sive.

                    12.  Severability.  In case any term, provi-
          sion, covenant or restriction of this Escrow Agreement
          is held to be invalid, illegal or unenforceable by a
          competent court in any jurisdiction, the validity,
          legality and enforceability of the remaining terms,
          provisions, covenants or restrictions, or of such
          term, provision, covenant or restriction in any other
          jurisdiction, shall not in any way be affected or
          impaired thereby.

                    13.  Amendment and Waiver.  No amendment of
          any provision of this Agreement shall in any event be
          effective, unless the same shall be in writing and
          signed by the parties hereto.  Any failure of any
          party to comply with any obligation, agreement or
          condition hereunder may only be waived in writing by
          the other party, but such waiver shall not operate as
          a waiver of, or estoppel with respect to, any subse-
          quent or other failure.  No failure by any party to
          take any action against any breach of this Agreement
          or default by the other party shall constitute a waiv-
          er of such party's right to enforce any provision
          hereof or to take any such action.

                    14.  Termination.  This Escrow Agreement
          shall terminate upon the later of (i) the Escrow Re-
          lease Date or (ii) the release by the Escrow Agent of
          all of the Escrowed Materials in accordance with this
          Escrow Agreement.


          IN WITNESS WHEREOF, the parties have executed and
          delivered this Agreement as of the date first written
          above.

                                        STANHOME INC.

                                        By                       
                                           Name:
                                           Title:

                                        LABORATOIRE DE BIOLOGIE VEGETALE
                                        YVES ROCHER S.A.

                                          By                     
                                             Name:
                                             Title:

                                        THE FIRST NATIONAL BANK OF CHICAGO

                                          By                     
                                             Name:
                                             Title:






                                                  EXHIBIT C

                               SUPPLY AGREEMENT
                               SUMMARY OF TERMS

      Parties      Laboratoire de Biologie Vegetale Yves Rocher
                   S.A. ("YR") and Cosmhogar S.A. ("Cosmhogar") .

      Term         5 years (through December 31, 2002) for
                   household care products (including chemicals,
                   brushes and other home care items); 1 year
                   (through December 31, 1998, subject to
                   extension at terms to be negotiated) for
                   cosmetics and personal care.

      Guaranteed   Household care:
      Minimum      Using 1997 as a base year, unless 1997 year-end
      Volumes      inventory levels are materially inconsistent
                   with 1996 inventory levels ("Base"), a minimum
                   volume of production is guaranteed to Cosmhogar
                   over the 5-year contract term.  Specifically,
                   93% of Base is guaranteed for 1998, 89% of Base
                   for 1999, 85% of Base for 2000, 81% of Base for
                   2001 and 77% of Base for 2002.

                   Cosmetics and personal care:
                   A minimum volume of production is guaranteed to
                   Cosmhogar over the 12-month contract term. 
                   Specifically, 100% of Base is guaranteed for
                   1998.

      Volume       Production for volume requirements for existing
      Requirements products in excess of the minimum guarantees,
      in Excess of up to Base, is guaranteed to Cosmhogar at the
      Minimum      then current year price.  If, and only if,
      Guarantees   volume requirements exceed Base, YR is
                   permitted to seek competitive bids for
                   production from Cosmhogar and others.

      Pricing      For 1998: 
                   2% higher than actual prices for 1997.

                   After 1998: 
                   Increases will be at the applicable Spanish
                   CPI, adjusted January 1, except for raw
                   materials and components.

                   Raw materials and components:
                   Except as set forth below, increases or
                   decreases will be made upon four months'
                   notice, based solely on increases or decreases
                   in costs; provided, however, that no increases
                   or decreases will be made until costs have
                   increased or decreased by at least 2% on a
                   cumulative basis.

      Raw          Cosmhogar will use any supplier of raw
      Materials    materials or packaging introduced by YR.  Under
      Sourcing     these circumstances, price savings or increases
                   will be directly to the benefit or detriment of
                   YR.

      Payment      30 days, payable on the 10th of the following
      Terms        month.


      Production   For 1998:
      Flexibility  YR will be afforded the same production
                   flexibility currently in practice at Cosmhogar
                   for the Group's production units.

                   After 1998: 
                   Cosmhogar will act in good faith to maintain
                   some production flexibility, but without a
                   specific guarantee.

      Production   Cosmhogar will supply YR with:
      Forecasts    *    a 1-year, nonbinding forecast
                   *    a 4-month, binding forecast.

      Development  Operations at Stanhome European Development
      Center       Center S.A. will be restructured after the
      Operations   Closing to eliminate cosmetics and personal
      and          care as required services.  Household care
      Development  requirements may be supplied through
      Activities   Cosmhogar's technical center, augmented as
                   necessary.  Specifically identified new product
                   concepts and related details will be executable
                   by Cosmhogar.  YR will be responsible for
                   proactive, creative design initiation and
                   interaction with Group Subsidiaries.

                   YR is permitted to develop and manufacture new
                   products.  If YR requests that product
                   developed in YR labs be produced by Cosmhogar,
                   this will count toward minimum guaranteed
                   production volumes.

      Warranties   Same as for arms' length, third party vendor.

      Performance  Cosmhogar to provide YR with standard, ordinary
      Protections  course performance protections -- for example,
                   quality assurances, no excessive delays --
                   together with a related right to remedy --
                   which will be binding on and enforceable
                   against any purchaser of Cosmhogar.

      Product Mix  YR to agree that the product demand
                   requirements of YR in any given year during the
                   term of the contract will approximate the
                   profitability mix for Cosmhogar in 1997.  Any
                   material change from the profitability mix for
                   Cosmhogar in 1997 must be agreed to by both YR
                   and Cosmhogar.

      Mutual Audit Cosmhogar and YR agree to grant each other
      Rights       reasonable mutual audit rights during the term
                   of the Supply Agreement.


      Indemnifica- Cosmhogar will be compensated per unit of
      tion for any shortfall for its labor, over head and profits
      Shortfalls   expenses under the following formula:
      in Guaran-
      teed Mini-   (guaranteed units x unit selling price)
      mum Volumes  - (actual units x unit selling price) = total
                   lost revenue

                   gross indemnity for shortfalls = total lost
                   revenue - cost of raw material per unit x lost
                   units 

                   net indemnity for shortfalls = gross indemnity
                   - 3% x lost revenue as presumed variable costs

                   Example:

                   where: 9300 guaranteed   raw materials:        
                            units
                          8000 actual 
                            units                                  70 
                                            labor overhead and
                                            profit:                30
                                                                  ---
                                            unit selling price:   100

                   guaranteed units x unit   
                   selling price:                             930,000
                     9300 x unit price 100

                   less ...
                   actual units x unit
                     selling price:                         
                     8000 x unit price 100                    800,000
                                                              -------
                   total lost revenue                         130,000

                   less ...
                   cost of raw materials                     
                   per unit x lost units                       91,000
                                                              -------
                        1300 x 70 per unit
                   gross Indemnity                             39,000

                   less ...
                   3% of total lost revenue                     3,900
                                                              -------
                        130,000 x 3%
                   net indemnity                        =      35,100





                                             EXHIBIT D


          BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

                    BILL OF SALE, ASSIGNMENT AND ASSUMPTION
          AGREEMENT dated as of [          ] entered into by
          Stanhome Inc., a Massachusetts corporation
          ("Stanhome"), and Laboratoire de Biologie Vegetale
          Yves Rocher S.A., a corporation organized under the
          laws of France ("Buyer").

                    Stanhome has determined that it is in the
          best interests of Stanhome and its stockholders for
          Stanhome to sell, transfer and assign certain of its
          intellectual property listed in Schedule A and
          contract assets listed in Schedule B hereto (together,
          the "Assets") to Buyer and has entered into a Stock
          and Asset Purchase Agreement dated as of November 21,
          1997 (the "Purchase Agreement") with Buyer in
          furtherance of such transfer. 

                    Stanhome desires to sell, transfer and
          assign to Buyer, and Buyer desires to purchase,
          acquire and assume from Stanhome, the Assets.

                    Stanhome, in consideration of the promises
          and agreements of Buyer made herein and for other good
          and valuable consideration, receipt of which is hereby
          acknowledged, by these presents sells, conveys,
          assigns, transfers and delivers to Buyer and Buyer
          acquires and assumes from Stanhome, all right, title
          and interest to and in, and all goodwill attendant to,
          the Assets set forth below:

                    (a)  the intellectual property listed on
          Schedule A hereto; and 

                    (b)  the contract assets listed on Schedule
          B hereto;

          TO HAVE AND TO HOLD such Assets, unto Buyer and its
          successors and assigns to and for its or their own use
          and behoof forever.

                    Section 1.  Notwithstanding the foregoing,
          the Assets being sold, conveyed, assigned, transferred
          and delivered hereby shall not include any Asset which
          is a contract, lease or agreement (each a "Contract")
          that is not assignable without the consent or waiver
          of another party, which consent has not been obtained
          on or before the date hereof, if such assignment or an
          attempted assignment of such Contract would constitute
          a breach thereof, until such time as such consent or
          waiver is obtained.

                    Section 2.  Stanhome does hereby warrant,
          covenant, undertake and agree that it:

                    (a) will warrant and defend its title to and
          sale of the Assets unto Buyer, its successors and
          assigns, against each and every person or persons
          whomsoever claiming or who may claim against any or
          all of the same; and

                    (b) will take all steps reasonably necessary
          to put Buyer and its successors and assigns in actual
          possession and operating control of such Assets.

                    Section 3.  Nothing in this instrument,
          express or implied, is intended or shall be construed
          to confer upon, or give to, any person, corporation or
          entity other than Stanhome, Buyer and their respective
          successors and assigns any remedy or claim under or by
          reason of this instrument or any terms, covenants,
          conditions, promises or agreements contained herein,
          and all the terms, covenants, conditions, promises and
          agreements contained in this instrument shall be for
          the sole and exclusive benefit of Stanhome, Buyer and
          their respective successors and assigns.

                    Section 4.  This instrument is executed by
          Stanhome and Buyer and shall be binding upon Stanhome,
          Buyer and their respective successors and assigns for
          the uses and purposes above set forth and referred to,
          effective immediately upon its delivery.


                    IN WITNESS WHEREOF, Stanhome and Buyer have
          caused this Bill of Sale, Assignment and Assumption
          Agreement to be signed under seal by their respective
          duly authorized officers as of the date first above
          written.

                                 STANHOME INC.

                                 By:                                  
                                    ---------------------------------
                                        Name:
                                        Title:

                                 LABORATOIRE DE BIOLOGIE
                                 VEGETALE YVES ROCHER S.A.

                                 By:                                  
                                     ---------------------------------
                                        Name:
                                        Title:


                                                       SCHEDULE A

          INTELLECTUAL PROPERTY BEING TRANSFERRED

          [to be excerpted from list of Worldwide Selling Group
          IP list]


                                                       SCHEDULE B

          CONTRACTS BEING TRANSFERRED

          Trademark License Agreement dated December 12, 1989
          between MacFarlan Smith Limited and Stanhome Inc., and
          amendments of May 15, 1992 and November 16, 1993

          Manufacturing and Distribution Agreement dated
          December 1, 1990 between Stanhome Inc. and Associated
          Manufacturers Limited (Jamaica)

          Standard Distribution Agreement dated as of June 5, 1990 
          between Stanhome Inc. and CP Young and Active Traders
          Ltd. (Cyprus)

          Distribution Agreement dated January 1, 1994 between 
          Stanhome Inc. and STANLAR - Sociedade Tecnica de Artigos 
          Novos para o Lar, Lda (Portugal)

          Agreement dated December 29, 1979 between Stanley Home
          Products, Inc. and Tonina, Ltd. (Trinidad)

          Agreement dated as of August 11, 1982 between Stanhome
          Inc. and Chauyjuljit Co., Ltd. (Thailand)

          Standard Distribution Agreement dated as of May 1,
          1997 between Stanhome Inc. and Net Global d.o.o. (Slovenia)



                                                                  Exhibit E

                        TRANSFER AGREEMENT - France

       Intentionally omitted. Stanhome Inc. agrees to furnish supplementally 
to the Commission a copy of this omitted exhibit upon request.



                                                                  Exhibit F

                         TRANSFER AGREEMENT - Italy

       Intentionally omitted. Stanhome Inc. agrees to furnish supplementally 
to the Commission a copy of this omitted exhibit upon request.



                                                                  Exhibit G

                        TRANSFER AGREEMENT - Mexico


                                 TABLE OF CONTENTS

                                     ARTICLE I

                           PURCHASE AND SALE OF SHARES

Section 1.1         Shares to be Sold......................................2
Section 1.2         Consideration..........................................2
Section 1.3         Closing................................................2
Section 1.4         Deliveries by Stanhome.................................2
Section 1.5         Deliveries by the Buyers...............................3
Section 1.6         Currency Valuation.....................................4

                                    ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF STANHOME

Section 2.1         Corporate Organization.................................3
Section 2.2         Authorization..........................................4
Section 2.3         Capitalization.........................................5
Section 2.4         Ownership of Sale Shares...............................5
Section 2.5         Consents and Approvals;
                    Non-Contravention......................................5
Section 2.6         Financial Statements...................................6

                                    ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE Buyers

Section 3.1         Corporate Organization.................................7
Section 3.2         Authorization..........................................7
Section 3.3         Consents and Approvals;
                    Non-Contravention......................................7
Section 3.4         Litigation.............................................8
Section 3.5         Acquisition of Capital Stock of
                    the Company For Investment.............................8
Section 3.6         Financing..............................................8

                                    ARTICLE IV

                                     COVENANTS

Section 4.1         Confidentiality.........................................9
Section 4.2         Publicity...............................................9

                                     ARTICLE V

                                GENERAL PROVISIONS

Section 5.1         No Survival of Representations..........................9
Section 5.2         Amendment and Waiver....................................9
Section 5.3         Expenses...............................................10
Section 5.4         Broker's and Finder's Fees.............................10
Section 5.5         Notices................................................10
Section 5.6         Entire Agreement; Binding Effect.......................11
Section 5.7         Applicable Law.........................................12
Section 5.8         Parties in Interest....................................12
Section 5.9         Counterparts...........................................12
Section 5.10        Interpretation.........................................12
Section 5.11        Severability...........................................12


Schedules

SCHEDULE I --        SELLERS AND SHARES...................................I-1

SCHEDULE II --       DIRECTORS...........................................II-1


Exhibits

Exhibit A --        RESIGNATION LETTER....................................A-1




                          STOCK PURCHASE AGREEMENT

                               by and between

                               STANHOME INC.

                                    and

                    YVES ROCHER de MEXICO, S.A. de C.V.

                                    and

                        Y.R. MEXICANA, S.A. de C.V.

                       dated as of December 18, 1997



                             STOCK PURCHASE AGREEMENT


               This Stock Purchase Agreement (this "Agreement") is made
and entered into as of this 18th day of December, 1997 by and between
Stanhome Inc., a Massachusetts corporation ("Stanhome"), on its own
behalf and as representative of and attorney-in-fact for the Represented
Holders (as defined below), Yves Rocher de Mexico, S.A. de C.V. and Y.R.
Mexicana, S.A. de C.V., corporations organized under the laws of Mexico
(the "Buyers").

               WHEREAS, Stanhome and the Represented Holders (together,
the "Sellers") collectively are the record owners of all of the issued
and outstanding registered shares, par value 100 Mexican pesos per
registered share (the "Shares") of Stanhome de Mexico, S.A. de C.V., a
corporation organized under the laws of Mexico and a direct subsidiary of
Stanhome (the "Company"), which together constitute all of the issued and
outstanding shares of capital stock of the Company; and

               WHEREAS, the record owners of the Shares other than
Stanhome (the "Represented Holders") are affiliates, employees or agents
of Stanhome who or which hold their respective Shares solely as nominal
or qualifying shareholders pursuant to the requirements of applicable
law; and

               WHEREAS, the Represented Holders each have executed and
delivered to Stanhome a power of attorney providing for Stanhome to act
as representative of and attorney-in-fact for the Represented Holders
under and in connection with this Agreement; and

               WHEREAS, the Sellers desire to sell the Company to the
Buyers and the Buyers desires to purchase the Company from the Sellers
through the purchase by the Buyers of the Shares from the Sellers, upon
the terms and subject to the conditions set forth in this Agreement;

               NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants, agreements and
conditions hereinafter set forth, and intending to be legally bound
hereby, each of the parties hereto agree as follows:

                                    ARTICLE I

                            PURCHASE AND SALE OF SHARES

               Section 1.1 Shares to be Sold. Upon the terms and subject
to the conditions contained herein, at the Closing (as hereinafter
defined), each Seller shall sell and transfer to the Buyers and their
nominees (together, the "Transferees"), if any, and the Buyers shall
purchase and accept from each Seller on behalf of itself and any
Transferees, the number of Shares set forth on Schedule I hereto, which
collectively constitute all of the issued and outstanding Shares (the
"Sale Shares").

               Section 1.2 Consideration. Upon the terms and subject to
the conditions contained herein and in consideration of, and in full
payment for, the aforesaid sale and transfer of the Sale Shares, at the
Closing, the Buyers shall pay to Stanhome, in immediately available
funds, 36,000,000 French francs (the "Purchase Price").

               Section 1.3 Closing. The closing of the transactions
contemplated by this Agreement is occurring simultaneously with the
execution of this Agreement at the principal office of the Company, or on
such other date or at such other time or place (or places) as Stanhome
and the Buyers shall mutually agree in advance thereof. Such closing is
referred to herein as the "Closing"). The time and date of the Closing is
sometimes referred to herein as the "Closing Date."

               Section 1.4 Deliveries by Stanhome. On the Closing Date,
Stanhome will deliver or cause to be delivered to the Buyers the
following:

                      (a) stock certificates evidencing the Sale Shares or
stock transfer forms, as applicable, free and clear of any Liens (as
defined below), duly endorsed in blank or accompanied by appropriate stock
powers duly executed in blank, in proper form for transfer and with all
requisite stock transfer stamps, if any, attached or provided for;

                      (b) the stock book, stock ledger, minute book and
corporate seal (if any) of the Company;

                      (c) the written resignations, substantially in the
form attached hereto as Exhibit B, of the directors of the Company listed
on Schedule II hereto from their respective positions as directors,
effective as of the Closing Date; and

                      (d) such other instruments or documents (including
without limitation those required by applicable law) as may be reasonably
necessary to carry out the transactions contemplated by this Agreement and
to comply with the terms hereof (including without limitation all books and
records, accounting, regulatory and personnel files and all other
documentation material to the conduct of the operations of the Company and
not in the possession of the Company at the Closing Date).

               Section 1.5 Deliveries by the Buyers. On the Closing
Date, the Buyers will deliver or cause to be delivered the following:

                      (a) an amount equal to the Purchase Price; plus

                      (b) such other instruments or documents (including
without limitation those required by applicable law) as may be reasonably
necessary to carry out the transactions contemplated by this Agreement and
to comply with the terms hereof, to Stanhome.

               Section 1.6 Income Tax. Pursuant to article 151 of the
Mexican Income Tax Law, the Buyer will withold an amount equal to 20% of
the Purchase Price without deductions, for the purpose of paying all
applicable witholding taxes. the Buyer shall remit such amount to the
appropriate taxing authorities within the time period specified in the
Mexican Income Tax Law. Immediately upon payment of the witholding tax by
the Buyer on behalf of the Seller, the Buyer will provide the Seller with
the original receipt for the corresponding tax return and filing.

                                 ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF STANHOME

               Stanhome hereby represents and warrants to the Buyers as
follows:

               Section 2.1  Corporate Organization.

                      (a) Stanhome is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has the corporate power and authority to own or lease its
properties and to carry on its business as it is currently being conducted.

                      (b) The Company is a corporation duly organized,
validly existing under the laws of Mexico and except as set forth in
writing to the Buyers, has the corporate power and authority to own or
lease its properties and to carry on its business as it is currently being
conducted. The copies of the organizational documents of the Company (the
"Organizational Documents") heretofore delivered to the Buyers are complete
and correct copies of such instruments as currently in effect.

               Section 2.2  Authorization.

                      (a) Stanhome has the requisite corporate power and
authority to enter into this Agreement and the other agreements, documents
and instruments to be executed and delivered pursuant hereto by Stanhome on
its own behalf (the "Additional Stanhome Documents") and to carry out the
transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the Additional Stanhome Documents and the consummation
of the transactions contemplated hereby and thereby have been duly
authorized by the Board of Directors of Stanhome, and no other proceedings
on the part of Stanhome or its stockholders are necessary to authorize the
execution and delivery of this Agreement and the Additional Stanhome
Documents and the transactions contemplated hereby and thereby. This
Agreement and each of the Additional Stanhome Documents have been executed
and delivered by Stanhome and, assuming that this Agreement and each of the
Additional Stanhome Documents constitute valid and binding obligations of
the Buyers and the other parties thereto, constitute valid and binding
obligations of Stanhome, enforceable against Stanhome in accordance with
their respective terms, except that enforcement (i) hereof and thereof may
be limited by (A) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (ii)
of the indemnification provisions contained herein may be limited by public
policy.

                      (b) Stanhome has the requisite power and authority to
enter into this Agreement and the other agreements, documents and
instruments to be executed and delivered pursuant hereto by Stanhome as
representative and attorney-in-fact for the Represented Holders (the
"Additional Holder Documents") and to carry out the transactions
contemplated hereby and thereby. When fully executed and delivered,
assuming that this Agreement and each of the Additional Holder Documents
constitute valid and binding obligations of the Buyers and the other
parties thereto, this Agreement and each of the Additional Holder Documents
will constitute valid and binding obligations of the Represented Holders,
enforceable against the Represented Holders in accordance with their
respective terms, except that enforcement hereof and thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and
(ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).

               Section 2.3 Capitalization. The entire authorized and
outstanding capital stock of the Company is as set forth in the Financial
Statements (as defined below). All of the outstanding shares of capital
stock of the Company are duly authorized for issuance, have been validly
issued and are fully paid, nonassessable and, except as set forth in
Writing to the Buyers, free of any mortgage, pledge, security interest,
encumbrance, lien, claim or charge of any kind or right of others of
whatever nature ("Liens"), preemptive rights or other restrictions with
respect thereto. Stanhome has accurately disclosed in writing to the
Buyers the record ownership of all outstanding shares of capital stock of
the Company as of the date hereof. There are no securities outstanding
which are convertible into or exercisable or exchangeable for shares of
capital stock of the Company, and there are no outstanding options,
rights, contracts, warrants, subscriptions, conversion rights or other
agreements or commitments (a) pursuant to the Company may be required to
purchase, redeem, issue or sell any shares of its capital stock or (b) in
any way relating to the issuance or voting of the capital stock of the
Company.

               Section 2.4 Ownership of Sale Shares. Except as set forth
in Writing to the Buyers, the Sellers have, and at the Closing, upon
delivery by the Buyers to Stanhome of the Purchase Price pursuant to
Sections 1.3 and 1.7 hereof, the Transferees will acquire, good and valid
record and beneficial ownership of the Sale Shares, free and clear of any
Liens. The parties intend that all right, title and interest in the Sale
Shares transfer from the Sellers to the Buyers or other Transferees at
the time and place of the Closing.

               Section 2.5 Consents and Approvals; Non-Contravention.
Except as set forth herein or otherwise in Writing to the Buyers, neither
the execution or delivery of this Agreement or of any of the Additional
Stanhome Documents by Stanhome, nor the consummation by Stanhome of the
transactions contemplated hereby or thereby, nor the compliance by
Stanhome with any of the provisions hereof or thereof will (a) violate
any provision of the Restated Articles of Organization, as amended, or
By-Laws of Stanhome or the Organizational Documents, as currently in
effect, (b) except for any required filings under applicable U.S. or
foreign antitrust or trade regulation laws or regulations (including
without limitation those under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), require any filing with, or permit,
authorization, consent or approval of, any court, arbitral tribunal,
administrative agency or commission or other governmental or regulatory
authority or agency (a "Governmental Entity"), (c) require any consent,
approval or authorization under any material note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or
obligation to which the Company is a party or by which the Company or any
of its properties or assets may be bound, (d) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Stanhome or
the Company, or any of their respective properties or assets, or (e)
result in a violation or breach of, or constitute (with or without notice
or lapse of time or both) a default (or give rise to any right of
termination, amendment, cancellation or acceleration or any loss of a
material benefit) under, or result in the creation or imposition of (or
the obligation to create or impose) any Lien upon any of the properties
or assets of the Company under, any material note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or
obligation to which the Company is a party or by which the Company or any
of its properties or assets may be bound, except, in the case of clauses
(b), (c), (d) and (e), for such filings, consents, violations, breaches,
defaults or Liens which (i) have been obtained, made, cured or expunged
(as applicable) or (ii) would not reasonably be expected to materially
impair the ability of Stanhome to perform its obligations hereunder or
which, either individually or in the aggregate, would not reasonably be
expected to have a material adverse effect on the business, operations,
properties, assets, liabilities, financial condition or results of operations
of the Company (a "Material Adverse Effect").

               Section 2.6 Financial Statements. The (a) audited balance
sheet of the Company dated December 31, 1996, (b) unaudited balance sheet
of the Company dated October 30, 1997, (c) audited income statement of
the Company for the year ended December 31, 1996, (d) unaudited
statements of cash flow of the Company for the year ended December 30,
1996 and (e) unaudited income statements and statements of cash flow of
the Company for the ten months ended October 30, 1997, in each case as
set forth and described in Writing to the Buyers (collectively, the
"Financial Statements"), fairly present the financial condition of the
Company taken as a whole as of the dates and for the periods indicated
(subject in the case of interim statements to normal year-end
adjustments) and have been prepared in accordance with U.S. generally
accepted accounting principles as historically and consistently applied
by Stanhome as described in Writing to the Buyers (subject to the absence
of required footnote disclosure, if any).

                                ARTICLE III

                       REPRESENTATIONS AND WARRANTIES
                               OF THE BUYERS

               The Buyers hereby represent and warrant to each Seller as
follows:

               Section 3.1 Corporate Organization. The Buyers are
corporations duly organized, validly existing and in good standing under
the laws of Mexico.

               Section 3.2 Authorization. The Buyers have the requisite
corporate power and authority to enter into this Agreement and the other
agreements, documents and instruments to be executed and delivered by the
Buyers pursuant hereto (the "Additional Buyers' Documents") and to carry
out the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and the Additional Buyers' Documents and the
consummation of the transactions contemplated hereby and thereby have been
duly authorized by the Boards of Directors of the Buyers, and no other
corporate proceedings on the part of the Buyers or their stockholders are
necessary to authorize the execution and delivery of this Agreement and the
Additional Buyers' Documents and the transactions contemplated hereby and
thereby. When fully executed and delivered, this Agreement and each of the
Additional Buyers' Documents have been duly executed and delivered by the
Buyers, and, assuming that this Agreement and the Additional Buyers'
Documents constitute valid and binding obligation of Stanhome, constitute
the valid and binding agreements of the Buyers, enforceable against the
Buyers in accordance with their respective terms, except that (i)
enforcement hereof and thereof may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (B) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity) and (ii) the indemnification provisions
contained herein may be limited by public policy.

               Section 3.3 Consents and Approvals; Non-Contravention.
Neither the execution or delivery of this Agreement or any of the
Additional Buyers' Documents by the Buyers, nor the consummation by the
Buyers of the transactions contemplated hereby or thereby, nor compliance
by the Buyers with any of the provisions hereof or thereof will (a)
violate any provision of the Buyers' organizational documents, including
without limitation the Buyers' charters and corporate by-laws or
regulations of the Buyers, (b) except for any required filings under
applicable U.S. or foreign antitrust or trade regulation laws or
regulations, require any filing with, or permit, authorization, consent
or approval of, any Governmental Entity, (c) require any consent,
approval or authorization under any material contract, lease or other
agreement or instrument or (d) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Buyers or any of
their properties or assets, except, in the case of clauses (b), (c) and
(d), for such filings, consents or violations which (i) have been
obtained, made or cured or (ii) would not reasonably be expected to
materially impair the ability of the Buyers to perform their obligations
hereunder or to consummate the transactions contemplated hereby.

               Section 3.4 Litigation. There is no claim, action, suit,
inquiry, proceeding or investigation by or before any Governmental Entity
pending or, to the Buyers' best knowledge, threatened against or
involving the Buyers which has had or would reasonably be expected to
have a material adverse effect on the Buyers' abilities to perform their
obligations hereunder or to consummate the transactions contemplated
hereby.

               Section 3.5 Acquisition of Capital Stock of the Company for
Investment.  The Buyers are acquiring the capital stock of the Company being
acquired by them for investment and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention
of distributing or selling such capital stock. The Buyers hereby
acknowledge that no capital stock of the Company has been registered
pursuant to the Securities Act of 1933, as amended, and that no such
capital stock may be transferred in the absence of such registration or
an applicable exemption therefrom.

               Section 3.6 Financing. The Buyers have sufficient funds
available or have received from responsible financial institutions
written commitments (copies of which have been delivered to Stanhome),
which have not been withdrawn and remain in full force and effect, to
provide sufficient funds on the Closing Date to pay the Purchase Price.

                                ARTICLE IV

                                 COVENANTS

               Section 4.1 Confidentiality. All information concerning
Stanhome furnished or provided by Stanhome or the Company or their
affiliates to the Buyers or their representatives (whether furnished
before or after the date of this Agreement) shall be held subject to the
Confidentiality Agreement dated June 12, 1997 by and between Stanhome and
the Laboratoires de Biologie Vegetale Yves Rocher S.A. (the
"Confidentiality Agreement"). Notwithstanding anything to the contrary
contained in this Agreement, neither Stanhome nor any of its affiliates
shall have any obligation to make available or provide to the Buyers or
their representatives a copy of any consolidated, combined or unitary tax
return filed by Stanhome or any of its affiliates or any related
materials, except to the extent that it relates solely to the Company.

               Section 4.2 Publicity. Except as required by applicable
law or by the regulations of a recognized stock exchange, for so long as
this Agreement is in effect, no announcement or notice in respect of this
Agreement or the transactions contemplated hereby shall be made by either
party hereto without the prior written consent of the other. To the
extent practicable, Stanhome and the Buyers shall consult with each other
prior to issuing any press releases or otherwise making public statements
with respect to the transactions contemplated hereby and prior to making
any filings with any Governmental Entity or with any securities exchange
with respect thereto.

                                 ARTICLE V

                             GENERAL PROVISIONS

               Section 5.1 No Survival of Representations. The
representations and warranties of the parties contained herein shall not
survive the Closing, shall thereafter be of no further force or effect,
and accordingly, after the Closing Date no party shall have any liability
in respect thereof.

               Section 5.2 Amendment and Waiver. No amendment of any
provision of this Agreement shall in any event be effective, unless the
same shall be in writing and signed by the parties hereto. Any failure of
any party to comply with any obligation, agreement or condition hereunder
may only be waived in writing by the other party, but such waiver shall
not operate as a waiver of, or estoppel with respect to, any subsequent
or other failure. No failure by any party to take any action against any
breach of this Agreement or default by the other party shall constitute a
waiver of such party's right to enforce any provision hereof or to take
any such action.

               Section 5.3 Expenses. Except as set forth herein, whether
or not the transactions contemplated by this Agreement shall be
consummated, each of the parties hereto agrees to pay all costs and
expenses incurred by it in connection with this Agreement and the
transactions contemplated hereby, including without limitation the fees
of its counsel, accountants and consultants.

               Section 5.4 Broker's and Finder's Fees. Stanhome hereby
represents and warrants to the Buyers with respect to Stanhome and the
Company, and the Buyers hereby represent and warrant to Stanhome with
respect to the Buyers, that no Person or entity is entitled to receive from
Stanhome or the Company, on the one hand, or from the Buyers, on the other
hand, any investment banking, brokerage or finder's fee or fees for
financial consulting or advisory services in connection with this Agreement
or the transactions contemplated hereby, except for an investment banking
fee payable by Stanhome to Stanhome's investment banker in connection with
this Agreement and the transactions contemplated hereby, as previously
disclosed by Stanhome to the Buyers in writing and except for an investment
banking fee payable by the Buyers to the Buyers' investment banker in
connection with this Agreement and the transactions contemplated hereby, as
previously disclosed by the Buyers to Stanhome in writing.

               Section 5.5 Notices. All notices, requests and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally, sent by facsimile (if confirmed) or mailed by
registered or certified mail (postage prepaid, return receipt requested)
to the parties at the following addresses (or at such other address for a
party as shall be specified by like notice, as specified below):

               (a)    If to Stanhome:

                      Stanhome Inc.
                      333 Western Avenue
                      Westfield, Massachusetts  01085
                      USA
                      Attention:  Bruce H. Wyatt, Esq.
                      Facsimile No.:  (413) 572-0055

                      With a copy to:

                      Skadden, Arps, Slate, Meagher & Flom LLP
                      One Beacon Street
                      Boston, Massachusetts  02108
                      USA
                      Attention:  Louis A. Goodman, Esq.
                      Facsimile No.:  (617) 573-4822

               (b)    If to the Buyers:

                      Yves Rocher de Mexico, S.A. de C.V.
                      Y.R. Mexicana, S.A. de C.V.
                      Calderon de la Barca No. 308
                      Colonia Polanco
                      Mexico, D.F.
                      C.P. 11590
                      Attention:  Manuel Fontanals Viesca
                      Facsimile No.:  255-1649

                      With a copy to:

                      Sullivan and Cromwell
                      No. 8, Place Vendome
                      75001, Paris
                      France
                      Attention:  Pierre Servan-Schreiber
                      Facsimile No.:  331-44-50-6060

The address of a party for the purposes of this Section 5.5 may be
changed by giving written notice to the other party of such change in the
manner provided herein for giving notice. Unless and until such written
notice is received, the addresses as provided herein shall be deemed to
continue in effect for all purposes hereunder.

               Section 5.6 Entire Agreement; Binding Effect. This
Agreement and the agreements, documents and other instruments referred to
herein (a) constitute the entire agreement, and supersede all other
agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof (provided that the
Confidentiality Agreement shall survive the execution of this Agreement)
and (b) shall not be assigned by either party (by operation of law or
otherwise) without the prior written consent of the other party;
provided, however, that the Buyers may assign their right to receive and
own of record Sale Shares, but not its other rights and obligations
hereunder, to other Transferees as necessary to comply with applicable
law.

               Section 5.7 Applicable Law. This Agreement shall be
governed by and be construed in accordance with the laws of the State of
New York, without giving effect to the principles thereof relating to
conflicts of law.

               Section 5.8 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and
their respective successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to confer upon any other
Person any rights or remedies of any nature whatsoever under or by reason
of this Agreement, except as set forth in this Section 5.8. Stanhome and
the Buyers hereby acknowledge and agree that the Represented Holders and
the Transferees make no representations or warranties, and provide no
indemnification, to Stanhome or the Buyers herein or otherwise in
connection with the transactions contemplated hereby.

               Section 5.9 Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed and delivered,
shall be deemed an original, but all of which together shall constitute
one and the same instrument.

               Section 5.10 Interpretation. The section and other
headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation." Unless otherwise indicated herein or the context
otherwise requires, the masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural. The word "or" shall
not be deemed exclusive.

               Section 5.11 Severability. In case any term, provision,
covenant or restriction of this Agreement is held to be invalid, illegal
or unenforceable by a competent court in any jurisdiction, the validity,
legality and enforceability of the remaining terms, provisions, covenants
or restrictions, or of such term, provision, covenant or restriction in
any other jurisdiction, shall not in any way be affected or impaired
thereby.


               IN WITNESS WHEREOF, the parties hereto have signed this
Agreement under seal as of the date first written above.


                                   STANHOME INC.,
                                     on its own behalf and as
                                     representative and
                                     attorney-in-fact for
                                     the Represented Holders


                                   By:_____________________________
                                      Name:
                                      Title:


                                   YVES ROCHER DE MEXICO, S.A.
                                        DE C.V.


                                   By:____________________________
                                      Name:
                                      Title:


                                   Y.R. MEXICANA, S.A. DE C.V.


                                   By:____________________________
                                      Name:
                                      Title:



                                 SCHEDULE I

                             SELLERS AND SHARES



NAME OF SELLER        NUMBER AND KIND OF SHARES         NAME OF TRANSFEREE
                      OF CAPITAL STOCK HELD

Stanhome Inc.         124,997 registered shares, par
                      value 100 Mexican pesos per
                      registered share

Allan G. Keirstead    1 registered share

Bruce H. Wyatt        1 registered share

John J. Dur           1 registered share




                                SCHEDULE II

                                 DIRECTORS

               Allan G. Keirstead
               Bruce H. Wyatt
               John J. Dur
               Antonio Obregan Barrena (alternate)
               Alvaro Quintana Crespo (alternate)
               Leonardo Pontones Quesada (alternate)
               Alfonso Villalua Cabera (alternate)



                                                                  Exhibit H

                         TRANSFER AGREEMENT - Spain

       Intentionally omitted. Stanhome Inc. agrees to furnish supplementally 
to the Commission a copy of this omitted exhibit upon request.



                                                                  Exhibit I

                               FORM OF RESIGNATION LETTER

                    The undersigned hereby resigns as director of [name
               of subsidiary] [or any subsidiary thereof] effective
               immediately prior to the Closing, as such term is defined
               in the Stock and Asset Purchase Agreement, dated November
               24, 1997, between Stanhome Inc. and Laboratoires de
               Biologie Vegetale Yves Rocher S.A.

                                                                         
                                             ______________________________
                                             [Name of Director]
                                             [Director of [name of entity]]