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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                                                    
 Date of Report (Date of earliest event reported): October 22, 1998 (October 7, 1998)
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THE SCOTTS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 1-11593 31-1414921 - ------------------------------------- ---------------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO 43041 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (937) 644-0011 -------------- NOT APPLICABLE -------------------------------------------------------------- (Former name or former address, if changed since last report.) Index to Exhibits is on Page 5. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 7, 1998, Scotts France Holdings S.A.R.L. ("Scotts France Holdings") and Scotts France S.A.R.L. ("Scotts France"), wholly-owned indirect subsidiaries of The Scotts Company (the "Registrant") acquired all of the outstanding shares of Rhone-Poulenc Jardin ("RPJ"), from Rhone-Poulenc Agro ("RPA"), in a privately-negotiated transaction. The consideration paid and to be paid for the RPJ shares is comprised of: (a) 55 million French Francs paid on October 7, 1998; and (b) 496,856,800 French Francs to be paid on or before December 15, 1998. Scotts France Holdings acquired 359,900 of the RPJ shares and Scotts France acquired 100 of the RPJ shares. Also on October 7, 1998, Scotts Celaflor GmbH & Co. K.G. ("Scotts KG"), a wholly-owned indirect subsidiary of the Registrant, acquired all of the shares of Celaflor GmbH from Rhone-Poulenc Agro Europe GmbH ("RPAEG"), in a privately-negotiated transaction. The consideration to be paid for the Celaflor GmbH shares is comprised of: (a) 337 million French Francs to be paid on or before December 15, 1998; and (b) four installments of 21 million French Francs to be paid on October 1 of each of the years 1999 through 2002. Also on October 7, 1998, "David" Sechsundfunfzigste Beteiligungs und Verwaltungsgesellschaft GmbH (now known as Scotts Holding GmbH) ("Scotts GmbH"), a wholly-owned indirect subsidiary of the Registrant, acquired all of the shares of Celaflor Handelsgesellschaft from RPAEG, in a privately-negotiated transaction. The consideration for the Celaflor Handelsgesellschaft shares is 36 million French Francs to be paid on or before December 15, 1998. Also on October 7, 1998, Scotts Belgium 2 B.V.B.A. ("Scotts Belgium 2"), a wholly-owned indirect subsidiary of the Registrant, acquired from Rhone-Poulenc Agro S.A. ("RPA S.A.") the home and garden business of RPA S.A. in Belgium and the assets related thereto (the "Belgian Home and Garden Business"), in a privately-negotiated transaction. The consideration for the Belgian Home and Garden Business is 16 million French Francs to be paid on or before December 15, 1998. Each of the foregoing acquisitions was consummated in accordance with the terms of a Master Contract, dated September 30, 1998 (the "Master Contract"), among RPA, the Registrant, Scotts KG, Scotts GmbH, RPAEG, Scotts France Holdings, Scotts France and Scotts Belgium 2. On September 30, 1998, two transfer deeds were also signed between (1) Scotts KG and RPAEG for the transfer of the Celaflor GmbH shares and (2) Scotts GmbH and RPAEG for the transfer of the Celaflor Handelsgesellschaft shares. In addition, Scotts Belgium 2 and RPA S.A. were parties to a separate Agreement for the Sale and Purchase of the Home and Garden Business Assets of Rhone-Poulenc Agro S.A., dated September 30, 1998 (the "Belgian Purchase Agreement"), in respect of the sale of the Belgian Home and Garden Business. The consideration payable in the acquisitions is subject to adjustment in accordance with the terms of the respective agreements. Scotts France Holdings used, and Scotts France Holdings, Scotts France, Scotts KG, Scotts GmbH and Scotts Belgium 2 (collectively, the "Subsidiary Purchasers") will use, funds available under the Credit Agreement, dated February 26, 1998 (the "Credit Agreement"), to which the Registrant and the Subsidiary Purchasers are parties, in order to pay the respective amounts payable under the terms of the Master Contract and the Belgian Purchase Agreement. The contractual obligations of the Subsidiary Purchasers to pay the remaining consideration on or before December 15, 1998 are backed by letters of credit issued under the Credit Agreement in favor of the respective sellers. The identity of the financial institutions which are parties to the Credit Agreement has been omitted as contemplated under Item 2(a) of Form 8-K and filed separately with the Securities and Exchange Commission. 2 3 RPJ, Celaflor GmbH, Celaflor Handelsgesellschaft and the Belgian Home and Garden Business together comprise continental Europe's largest producer of consumer lawn and garden products. They manufacture and sell a full line of consumer lawn and garden pesticides, fertilizers and growing media in France, Germany, the Benelux countries, Austria, Italy and Spain. Neither the Registrant nor the Subsidiary Purchasers have any present intention to devote any material amount of the assets related to the operation of RPJ, Celaflor GmbH, Celaflor Handelsgesellschaft and the Belgian Home and Garden Business to purposes other than the production of consumer lawn and garden pesticides, fertilizers and growing media. The consummation of the acquisition of RPJ, Celaflor GmbH, Celaflor Handelsgesellschaft and the Belgian Home and Garden Business is described in the press release issued on October 7, 1998, which is included herewith as Exhibit 99. As a part of the purchase price, Scotts France Holdings, Scotts KG, Scotts GmbH and Scotts Belgium 2 have agreed to pay 156 million French Francs over a four-year period for access rights for specific research and development services to be provided by RPA. Funds available from operations or under the Credit Agreement will be used to make such purchase. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired: -------------------------------------------- It is impracticable for the Registrant to provide the financial statements required by this Item 7(a) at the time of this filing. The Registrant will file any required financial statements as soon as practicable under cover of Form 8-K/A but no later than December 21, 1998. (b) Pro forma financial information: ------------------------------- It is impracticable for the Registrant to provide the pro forma financial information required by this Item 7(b) at the time of this filing. The Registrant will file any required pro forma financial information as soon as practicable under cover of Form 8-K/A but no later than December 21, 1998. (c) Exhibits. ---------
EXHIBIT NUMBER DESCRIPTION -------------- ----------- 2 Master Contract, dated September 30, 1998, by and between Rhone-Poulenc Agro; The Scotts Company; Scotts Celaflor GmbH & Co. K.G.; "David" Sechsundfunfzigste Beteiligungs und Verwaltungsgesellschaft GmbH; Rhone-Poulenc Agro Europe GmbH; Scotts France Holdings S.A.R.L.; Scotts France S.A.R.L.; and Scotts Belgium 2 B.V.B.A. (the "Master Contract") 99 Press Release issued October 7, 1998
Schedules to the Master Contract have not been filed. A list of the omitted Schedules has been attached to the Master Contract briefly identifying their content. The Registrant hereby agrees to furnish supplementally a copy of any omitted Schedule to the Securities and Exchange Commission upon its request. 3 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE SCOTTS COMPANY Date: October 22, 1998 By: /s/ Jean H. Mordo ------------------------------------ Jean H. Mordo, Executive Vice President and Chief Financial Officer
4 5 INDEX TO EXHIBITS -----------------
EXHIBIT NUMBER DESCRIPTION PAGE NO. -------------- ----------- -------- 2 Master Contract, dated September 30, 1998, by and * between Rhone-Poulenc Agro; The Scotts Company; Scotts Celaflor GmbH & Co. K.G.; "David" Sechsundfunfzigste Beteiligungs und Verwaltungsgesellschaft GmbH; Rhone-Poulenc Agro Europe GmbH; Scotts France Holdings S.A.R.L.; Scotts France S.A.R.L.; and Scotts Belgium 2 B.V.B.A. 99 Press Release issued October 7, 1998 *
- ------------------- *Filed herewith 5
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                                                                       Exhibit 2











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                                 MASTER CONTRACT



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   2


                                 MASTER CONTRACT



THIS MASTER CONTRACT is made the 30th day of September 1998, by and between:


RHONE-POULENC AGRO, a French "Societe Anonyme" with a capital of 5,031,515,000
French Francs with its registered office at 14-20, rue Pierre Baizet 69009 LYON
- - FRANCE, registered in Lyon under number B 969 503 309, represented by Mr.
Philippe Dumont duly authorised in this capacity by a power of attorney granted
by Mr. Alain Godard himself duly empowered by virtue of a Board resolution dated
18 September 1998, a certified copy of which is attached hereto (SCHEDULE A),
Hereinafter referred to as the "VENDOR",


                                                             AS THE FIRST PARTY,



THE SCOTTS COMPANY, a company organised under the laws of the State of Ohio,
U.S.A., the registered office of which is at 14111 Scottslawn Road, Marysville,
Ohio, and represented by Mr. Jean H. Mordo, duly authorised in this capacity by
virtue of a Board resolution, a certified copy of which is attached hereto
(SCHEDULE B).
Hereinafter referred to as "SCOTTS",


                                                            AS THE SECOND PARTY,


SCOTTS CELAFLOR GMBH & CO. K.G., Oberlindau 54-56, 60323 Frankfurt a M, a
company duly organised and existing under the laws of Germany, represented by
Mr. Matt Reed duly authorized Hereinafter referred to as "SCOTTS KG"


                                                             AS THE THIRD PARTY,


"DAVID" SECHSUNDFUNFZIGSTE BETEILIGUNGS UND VERWALTUNGSGESELLSCHAFT GMBH,
registered in the Commercial Register at the Local Court in Frankfurt am Main
under HRB 43447, in future under the Company name Scotts Holding GmbH, a company
duly organised and existing under the laws of Germany, represented by Mr. Matt
Reed duly authorised Hereinafter referred to as "SCOTTS GMBH".


                                                            AS THE FOURTH PARTY,

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and


RHONE POULENC AGRO EUROPE GMBH, a German company having an address at Engesser
Str. 8, 79108 Freiburg, Germany represented by Mr. Philippe Dumont, duly
authorised Hereinafter referred to as "RPAEG".


                                                              AS THE FIFTH PARTY


SCOTTS FRANCE HOLDINGS S.A.R.L., a French societe a responsabilite limitee,
having an address c/o Clifford Chance, 112 avenue Kleber, 75116 PARIS,
represented by Mr. Matt Reed, Hereinafter referred to as "Scotts France
Holdings".


                                                              AS THE SIXTH PARTY


SCOTTS FRANCE S.A.R.L., a French societe a responsabilite limitee, having an
address at B.P. 161 CEDEX-2, 77 MARNE-LA-VALLEE 2, France, represented by
Mr.Matt Reed, Hereinafter referred to as "Scotts France".


                                                            AS THE SEVENTH PARTY


SCOTTS BELGIUM 2 B.V.B.A, a Belgian company having an address c/o Clifford
Chance, Avenue Louise 65, Box 2, 1050 Brussels, Belgium, represented by Mr. G.
Robert Lucas, Hereinafter referred to as "Scotts Belgium 2".


                                                             AS THE EIGHTH PARTY


                                    RECITALS


WHEREAS :

The Vendor owns directly or indirectly at least the majority of the shares and
voting rights in the following companies, each of which being part of the group
of the Vendor:

1.            RHONE-POULENC JARDIN (hereinafter "RPJ") whose registered office
              is at: 14-20 rue Pierre Baizet 69009 LYON, France, is a French
              "societe anonyme" which shall be transformed into a French societe
              par actions simplifiee prior to the Closing.

              RPJ has a nominal share capital of FF 36,000,000 divided into
              360.000 shares of FF 100 each, fully paid up (hereinafter "RPJ
              SHARES") 359.992 of which are owned by the Vendor, and 8 by Quisa,
              Societe de Developpement Rhone-Poulenc Investissement, Mrs.


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              Dominique Takizawa, Mr. Christian Ringuet, Mr. Thierry Bourgeron,
              Mr. Alain Godard and Mr. Pascal Housset, holding one share each in
              trust for the Vendor.

2.            CELAFLOR HANDELSGESELLSCHAFT (hereinafter the "C HG"), a limited
              liability company organised under the laws of Austria, with a
              share capital of 12,500,000 ATS and whose registered office is at
              Bergheim.

              C HG has a nominal share capital of 12,500,000 ATS represented by
              one share fully paid up, (hereinafter "C HG SHARE") owned by
              RPAEG, a company organised under the laws of Germany.

3.            CELAFLOR GMBH (hereinafter the "C GMBH"), a company organised
              under the laws of Germany, with a share capital of 5,050,000
              Deutsche marks, whose registered office is in Ingelheim

              C GmbH has a nominal share capital of 5,050,000 Deutsche marks
              represented by one share fully paid up, (hereinafter "C GMBH
              SHARE"), owned by RPAEG, a company organised under the laws of
              Germany.

4.            RHONE-POULENC AGRO SA, a company organised under the laws of
              Belgium, with a share capital of 20,000,000 Belgian Francs, whose
              registered office is in Brussels which holds assets in the home
              and garden business in Belgium.

RPJ Shares are or shall become legally and beneficially owned by the Vendor and
the Vendor shall be able to procure their transfer to Scotts France Holdings
SARL, a French societe a responsabilite limitee, and Scotts France SARL, a
French societe a responsabilite limitee.

C HG Shares are or shall become legally and beneficially owned by RPAEG, and
RPAEG shall transfer CHG Shares to Scotts GmbH, a company incorporated under the
laws of Germany.

C GmbH Shares are or shall become legally and beneficially owned by RPAEG and
RPAEG shall transfer C GmbH Shares to Scotts KG.

The Vendor shall procure the sale of the home and garden business and assets in
Belgium, as listed in Schedule 3 (hereinafter the "BELGIAN BUSINESS"), by
Rhone-Poulenc Agro SA to Scotts Belgium 2, a Belgian company. The RPJ Shares,
the C HG Share and the C GmbH Share are hereinafter referred to as the "SHARES".

Scotts France Holdings SARL, Scotts France SARL, Scotts GmbH, Scotts KG and
Scotts Belgium 2 are hereinafter referred to as the "PURCHASING SUBSIDIARIES".

RPJ, C HG, C GmbH are hereinafter referred to each as a "Company" and together
as the "COMPANIES".

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The Companies operate businesses in home and garden products through food and
specialist distribution channels within EU countries.

The Vendor desires to sell whether directly or through its subsidiaries and
Scotts, which has interests in the same field of business as that of the
Companies, desires to purchase the Shares and the Belgian Business, through the
Purchasing Subsidiaries mentioned above, in order to extend its activities in
Europe, on and subject to the terms and conditions contained in this Agreement.

The Vendor has decided to stop its activities in the "Territory" and in the
field of "Plant Care Products", for sale and use by the general public as such
terms are defined in Schedule 11.1 (as regards countries outside the Territory,
the Vendor may still decide to carry on such activities) and Scotts and its
Affiliates desire to carry on and develop these activities.

It has also been decided, as regards Household Insecticides (as defined in
Schedule 11.1) and termite products for sale to and use by the general public,
that these activities can be carried on by the Vendor and its Affiliates as well
as by Scotts and its Affiliates.

In order to carry on these activities it is necessary that the Vendor grants to
RPJ a licence to use Fipronil.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the Parties hereto agree as follows:


CLAUSE 1.     DEFINITIONS

              In this Agreement the words and expressions set out hereunder
              shall, unless the context otherwise requires, have the meanings
              respectively set opposite them:

1.1           "AFFILIATE" means any entity that directly or indirectly, through
              one or more intermediaries, now or hereafter controls or is
              controlled by or is under common control with a Party hereto,
              except that in countries where ownership of a majority or
              controlling interest by a foreign entity is not permitted by law,
              rule or regulations, the parent's direct or indirect voting
              interest may be less than a majority or controlling interest.

              "CONTROL" (including the terms "controls" "controlled by",
              "controlling" and "under common control with") means the
              possession, direct or indirect, of the power to direct or cause
              the direction of the management and policies of a person or entity
              whether through the ownership of voting security, by contract or
              otherwise.



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1.2           "AGREEMENT" means this Master Contract and the Schedules attached
              hereto, the Additional Contracts, the Purchase Agreement, the
              Ancillary Agreements and all other documents and certificates
              referred to herein or therein.

1.3           "AUDITED BALANCE SHEETS" means the balance sheets of RPJ, C HG and
              C GmbH as at 31 December, 1997, prepared by the Companies and
              restated in accordance with United States Generally Accepted
              Accounting Principles ("US GAAP"), consistently applied in the
              Rhone-Poulenc Group and as audited by Coopers & Lybrand ("C&L").

1.4           "BEST OF VENDOR'S KNOWLEDGE" means any item known by managers of
              the Vendor, having made usual, diligent enquiries.

1.5           "CLOSING" means the closing of the sale and purchase of the Shares
              and the Belgian Business in accordance with the provisions of this
              Agreement.

1.6           "CLOSING ACCOUNTS DATE" means 30 September 1998.

1.7           "CLOSING ACCOUNTS" are the balance sheets of RPJ, Celaflor HG,
              Celaflor GmbH and the transferred assets of the Belgian Business
              at Closing Date stated in accordance with US GAAP, consistently
              applied in Rhone-Poulenc Group.

1.8           "CONTEMPLATED TRANSACTIONS" means all of the transactions
              contemplated by this Agreement, including :

              (a)         the sale of the Shares and the Belgian Business by the
                          Vendor to the Purchasing Subsidiaries,                
                                                                                
              (b)         the purchase of the Shares and the Belgian Business by
                          the Purchasing Subsidiaries,                          
                                                                                
              (c)         the execution, delivery, and performance of the       
                          Agreements ; and                                      
                                                                                
              (d)         the performance by the Vendor and Scotts and their    
                          respective subsidiaries of their respective covenants 
                          and obligations under the Agreements.                 
              

1.9           "FIELD" has the meaning set forth in SCHEDULE 11.1.
 

1.10          "FIXED ASSETS" means tangible and intangible assets as reported in
              the Closing Accounts of RPJ, C HG and C GmbH and in the financial
              statements of the Belgian assets at Closing Date.

1.11          "GLOBAL PROVISIONAL PRICE" shall have the meaning set forth in
              Clause 5.

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1.12          "INTELLECTUAL PROPERTY RIGHTS" means letters patent, trademarks,
              registered designs, utility models, home and garden product
              registrations, applications for any for the foregoing, copyrights,
              inventions, know-how and business trade and brand names.

1.13          "SELL" means to sell, assign, transfer and convey, and/or to
              procure the sale, assignment, transfer or conveyance.

1.14          "TERRITORY" means countries set forth in SCHEDULE 11.1.
                                                 

1.15          "WARRANTIES" or "WARRANTIES" means each of the warranties referred
              to in Clause 8.

1.16          "WORKING CAPITAL" means the difference between (i) the sum of (a)
              inventory and (b) accounts receivable and (ii) the sum of accounts
              payable of each Company plus (i) the sum of (a) inventory and (b)
              accounts receivable of the Belgian Business.

1.17          "WORKING CAPITAL IN THE CLOSING ACCOUNTS" means Working Capital on
              the Closing Accounts Date.


CLAUSE 2.     SALE OF SHARES AND SALE OF BELGIAN BUSINESS

2.1           Subject to the fulfillment of the conditions precedent set out at
              Clause 6 hereof, the Vendor and Scotts undertake as follows:

              (a)        The Vendor undertakes to sell to Scotts France SARL and
                         Scotts France Holdings SARL, and Scotts agrees and
                         undertakes that its subsidiaries, Scotts France SARL
                         and Scotts France Holdings SARL purchase, 360.000
                         shares of RPJ, comprising the entire share capital of
                         RPJ.

              (b)        RPAEG undertakes to sell the C HG Share to Scotts GmbH
                         and Scotts GmbH agrees and undertakes to purchase one
                         share of C HG from RPAEG, comprising the entire share
                         capital of C HG.

              (c)        RPAEG undertakes to sell the C GmbH Share to Scotts KG
                         and Scotts KG agrees and undertakes to purchase from
                         RPAEG one share of C GmbH, comprising the entire share
                         capital of C GmbH.

              (d)        The Vendor undertakes to procure the sale of the
                         Belgian Business by Rhone-Poulenc Agro SA. to Scotts
                         Belgium 2 and Scotts agrees and undertakes that Scotts
                         Belgium 2 purchases the Belgian Business.

2.2           At the Closing, the Purchasing Subsidiaries shall take the Shares
              with good title free of all encumbrances, liens, charges, purchase
              agreements, pre-emption rights or any other


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              restriction of whatsoever nature, and such Shares shall be freely
              transferable and shall not be the subject of any litigation or
              claim which may in any way prevent or hinder the unencumbered
              transfer to the Purchasing Subsidiaries of good title to the
              Shares.

2.3           The Purchasing Subsidiaries shall benefit from any subscription
              rights and participation rights attaching to the Shares
              transferred to them under this Agreement, as from 1st October,
              1998.

2.4           The Purchasing Subsidiaries, as from October 1, 1998, shall be
              subrogated to all rights and liabilities attaching to the Shares
              transferred to them under this Agreement.


CLAUSE 3.     TRANSFER OF SHARES AND TRANSFER OF THE BELGIAN BUSINESS

3.1           At the Closing, the Shares shall be transferred with full title,
              at the same time to each of the Purchasing Subsidiaries and the
              Belgian Business shall be transferred to Scotts Belgium 2.

              It is an essential condition of this Agreement that all the Shares
              and the Belgian Business are transferred at the Closing.

3.2           The transfers of the C HG Share and the C GmbH Share are, in
              addition, subject to the provisions of the two additional
              contracts included in Schedule 3.2 (hereinafter collectively the
              "ADDITIONAL CONTRACTS") in order to fulfill the particular
              requirements of Austrian law and German law.

3.3           The transfer of the Belgian Business is, in addition, subject to
              the provisions of a specific contract (hereinafter the "PURCHASE
              AGREEMENT") in order to fulfill the particular requirements of
              Belgian law and to provide for the transfer of the Belgian
              Business.

3.4           The Parties hereto expressly agree that the transfers of ownership
              of the Shares and of the Belgian Business shall only result from
              the carrying out of the procedures set out in Clause 4 hereafter.


CLAUSE 4.     CLOSING

4.1           CLOSING. The Closing shall take place at a date and time mutually
              agreed upon, but in no event later than 7 October 1998.

4.2           The fulfillment of the last of the conditions precedent shall be
              notified by each of the Parties to the other(s) on the date of
              such fulfillment by registered letter with acknowledgment of
              receipt (or such other method of communication expressly agreed in


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              writing between the Parties such as facsimile).

4.3           As fundamental conditions in the absence of which the Parties
              would not have entered into this Agreement, as at the Closing, the
              following shall take place:

4.3.1         Delivery by the Vendor:

              (a)        The Vendor shall deliver to Scotts:

                         (i)       share transfer forms or notarised deeds
                                   relating to the Shares, duly signed by
                                   Rhone-Poulenc Agro and Rhone-Poulenc Agro
                                   Europe GmbH;

                         (ii)      any existing share accounts, share transfer
                                   books, in respect to the Companies;

                         (iii)     satisfactory evidence to Scotts that all the
                                   records of the Companies, including among
                                   others all tax records such as detail
                                   schedules of tax depreciation of assets, all
                                   open years tax returns, all files and
                                   workpapers supporting tax returns, and a
                                   listing of dates and amounts of advance tax
                                   payments are in the premises of the Companies
                                   or an undertaking from the Vendor that they
                                   shall be transferred to the premises within 3
                                   weeks of the Closing;

                         (iv)      resignation letters in the form set out in
                                   SCHEDULE 4.3.1 (a) (iv) hereto signed by the
                                   following members of the board of directors
                                   of each of the Companies taking effect as at
                                   the Closing: for Rhone-Poulenc Jardin, Alain
                                   GODARD, Dominique TAKIZAWA, Thierry
                                   BOURGERON, Pascal HOUSSET, Societe de
                                   Developpement Chimique (represented by
                                   Martine FOLLIOT), Societe QUISA (represented
                                   by Arnaud de JAUREGUIBERRY).

                         (v)       resignation letter of the statutory auditors
                                   of each of the Companies (except if the
                                   statutory auditor is C&L or Deloitte &
                                   Touche);

                         (vi)      a certified copy of the resolutions of the
                                   board of directors of each of the Companies
                                   accepting respectively the Purchasing
                                   Subsidiaries as the new shareholders;

                         (vii)     certified copy of the convocation by the
                                   board of directors of the Companies of the
                                   Ordinary General Meetings of the Companies in
                                   order to name the new directors appointed by
                                   the Purchasing Subsidiaries;

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                         (viii)    a certified copy of the Articles of
                                   association of the Companies and all
                                   amendments thereto as of the Closing;

                         (ix)      an "ETAT DES PRIVILEGES ET NANTISSEMENTS" and
                                   any German and Austrian equivalent documents
                                   dated after 24 July, 1998, evidencing that
                                   there are no liens or encumbrances on the
                                   Shares;

                         (x)       a certificate from the "CONSERVATION DES
                                   HYPOTHEQUES" in each "DEPARTEMENT" where
                                   Rhone-Poulenc Jardin owns real property
                                   assets, dated after 31 July, 1998 and any
                                   German or Austrian equivalent, confirming
                                   that there are no mortgages, charges or liens
                                   over any of these real property assets;

                         (xi)      any credit cards or telephone cards held by
                                   the outgoing members of the boards of the
                                   Companies;

                         (xii)     a list of all authorised signatories to the
                                   Companies' bank accounts as well as new
                                   instructions signed by the previous
                                   authorised signatories naming the persons
                                   whose name will be provided by Scotts and the
                                   Vendor as new signatories to these accounts;
                                   and

                         (xiii)    satisfactory evidence to Scotts that
                                   originals of all commercial contracts
                                   concluded by the Companies which have a
                                   minimum duration of one year and/or which are
                                   necessary for the course of business, are
                                   physically in safekeeping on the premises of
                                   the Companies or in the legal department of
                                   RPA; in this last case they shall be
                                   transferred to the Companies at the end of
                                   the Transitional Service Agreement set out in
                                   Clause 18;

                         (xiv)     all documents, correspondence and supporting
                                   details relating to all tax examinations
                                   relating to the Companies (physically located
                                   on the premises of the Companies);

                         (xv)      the original of the Ancillary Agreements set
                                   out in Clause 18 duly signed; and

                         (xvi)     the documents relating to the transfer of the
                                   Belgian Business as listed in the Purchase
                                   Agreement included in SCHEDULE 4.3.1(a)
                                   (xvi).

              (b)        In the event that one or any of these documents shall
                         not be produced at the Closing by the Vendor, Scotts
                         reserves the right:

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                         (i)       After having first called upon the Vendor to
                                   remedy such non-performance, to give notice
                                   to the Vendor by registered letter with
                                   acknowledgment of receipt, of the termination
                                   of this Agreement, if such request has
                                   received no response for a period of 3 months
                                   from the date of its receipt by the Vendor.

                         (ii)      to reschedule the Closing to another date at
                                   its sole discretion and to sue for specific
                                   performance of the contract; or

                         (iii)     to accept the non-delivery of one or more of
                                   the documents as set out in Clause 4.3.1.
                                   (a).

              (c)        It is hereby agreed between the Parties that Scotts
                         shall be entitled to exercise one or all of the rights
                         conferred upon Scotts by the provisions by Clause 4.3.1
                         (b) hereto without prejudice to any right it may have
                         to institute proceedings for damages.

4.3.2         Delivery by Scotts:

              (a)        Scotts shall procure the payment of the first
                         installment of the Global Provisional Price as set
                         forth in Clause 5.2 by way of transfer of immediately
                         available funds to the bank account to be specified by
                         the Vendor. Scotts shall further deliver :

                         (i)       evidence satisfactory to the Vendor that
                                   payment of the first installment of the
                                   Global Provisional Price of fifty-five
                                   million French Francs (55,000,000 FF) as set
                                   forth in Clause 5.2.1. has been made;

                         (ii)      evidence satisfactory to the Vendor that an
                                   irrevocable letter of credit for an amount of
                                   eight hundred and eighty million French
                                   Francs (880,000,000 FF), has been issued in
                                   favor of the Vendor, as set forth in Clause
                                   5.2.1. and SCHEDULE 4.3.2.(ii);

                         (iii)     a certified copy of the resolutions of the
                                   boards of directors of each of the Purchasing
                                   Subsidiaries authorising the purchase of the
                                   Companies and the Belgian Business.

              (b)        In the event that one or any of these documents shall
                         not be produced at the Closing by Scotts, the Vendor
                         reserves the right:

                         (i)       After having first called upon Scotts to
                                   remedy such non-performance, to give notice
                                   to Scotts by registered letter with
                                   acknowledgment of receipt, of the termination
                                   of this Agreement, if such request has


                                      -11-
   12

                                   received no response for a period of 3 months
                                   from the date of its receipt by Scotts.

                         (ii)      to reschedule the Closing to another date at
                                   its sole discretion and to sue for specific
                                   performance of the contract; or

                         (iii)     to accept the non-delivery of one or more of
                                   the documents as set out in Clause 4.3.2 (a).

              (c)        It is hereby agreed between the Parties that the Vendor
                         shall be entitled to exercise one or all of the rights
                         conferred upon the Vendor by the provisions by Clause
                         4.3.2 (b) above without prejudice to any right it may
                         have to institute proceedings for damages.


CLAUSE 5.     PRICE

5.1           The Global Provisional Price for the Shares and the Belgian
              Business, in consideration of the Fixed Assets, tangible and
              intangible, and the Working Capital of the Companies is one
              billion twenty-four million eight hundred fifty-six thousand,
              eight hundred French Francs (1,024,856,800 FF) with Working
              Capital estimated at three hundred and sixteen million French
              Francs (316,000,000 FF) , this value of Working Capital being
              determined in the historical statement of the Companies and
              Rhone-Poulenc Agro Belgium for the period 1st October 1997 - 30
              September 1998.

5.2           The Global Provisional Price shall be payable as follows:

5.2.1         At Closing (i) a payment of fifty-five million French Francs
              (55,000,000 FF) shall be made by Scotts France Holdings SARL, in
              consideration of the transfer of RPJ shares, and (ii) an
              irrevocable letter of credit issued by The Chase Manhattan Bank in
              conformity with the model presented in Schedule 5.2.1. shall be
              delivered to the Vendor for an amount of eight hundred and eighty
              million French Francs (880,000,000 FF) by Scotts. This irrevocable
              letter of credit will be called upon by the Vendor in case the
              Purchasing Subsidiaries do not fulfill their obligations of
              payment of Clause 5.2.2. below on or before 31 December, 1998; the
              irrevocable letter of credit will cease to have effect upon
              payment by the Purchasing Subsidiaries of the sum due. No interest
              shall be due on the amount of the irrevocable letter of credit
              until 15 December, 1998. Interest after such date shall be on the
              basis of 5% per annum.


5.2.2         On or before December 15, 1998, or by mutual agreement at a date
              not later than December 31, 1998, the Purchasing Subsidiaries will
              pay to the Vendor the amount of eight hundred and eighty-five
              million, eight hundred and fifty-six thousand and eight


                                      -12-
   13

              hundred French Francs (885,856,800 FF) excluding interest payments
              resulting from the granting of a delay of payment beyond December
              15, 1998, as follows:

              (a)        Four hundred and ninety-six million, eight hundred and
                         fifty-six thousand, eight hundred French Francs
                         (496,856,800 FF) shall be paid by Scotts France
                         Holdings SARL and Scotts France SARL to the Vendor, in
                         consideration of the transfer of RPJ Shares;

              (b)        Thirty-six million French Francs (36,000,000 FF) shall
                         be paid by Scotts GmbH to RPAEG , in consideration of
                         the transfer of C HG Shares;

              (c)        Three hundred and thirty-seven million French Francs
                         (337,000,000 FF) shall be paid by SCOTTS KG to RPAEG,
                         in consideration of the transfer of C GmbH Shares;

              (d)        Sixteen million French Francs (16,000,000 FF) shall be
                         paid by Scotts Belgium 2 to the Vendor, in
                         consideration of the purchase of the Belgian Business.

5.2.3         A payment of eighty-four million French Francs (84,000,000 FF)
              shall be made in four installments which will take place as
              follows:

              Four installment payments of twenty one million French Francs
              (21,000,000 FF) each shall be made by Scotts KG to RPAEG , on 1st
              October 1999, 1st October 2000, 1st October 2001 and 1st October
              2002, in consideration of the transfer of C GmbH Shares.

5.3           The Global Provisional Price as defined in Clause 5.1 will be
              reduced by the amount of liabilities transferred at the Closing
              other than accounts payable already included in the Working
              Capital as set forth in Clause 5.1 and increased by the amount of
              cash and short term assets, other than inventories and
              receivables. It is stated that all provisions for retirement as
              indicated in all the balance sheets of the Companies at the
              Closing Accounts Date will be deducted from the Global Provisional
              Price when the Change Amount will be calculated. If the Purchasing
              Subsidiaries accept the provisions for retirement as indicated in
              the Closing Accounts, the Purchasing Subsidiaries shall not
              thereafter seek to modify such provisions.

              The Companies and the Vendor shall also settle all outstanding
              short-term financing arrangements at the time the payment due
              under CLAUSE 5.2.1.(ii) IS MADE.

5.4           The Global Provisional Price as set out in Clauses 5.1 and 5.3
              hereof, is also subject to adjustment as set out in Clause 5.5.

                                      -13-
   14

5.5           The difference between (i) the Working Capital in the Closing
              Accounts (hereinafter "A") and (ii) the Working capital as set
              forth in Clause 5.1 (hereinafter "B"), shall be determined by the
              Companies on the basis of the US GAAP applied in the Rhone Poulenc
              group and audited according to the procedure set forth below and
              in Clauses 5.5.1 through 5.5.8.

              If A is higher than B, the difference (A - B) will be paid by
              Scotts or the Purchasing Subsidiaries to the Vendor or its
              nominee(s) within five business days after the end of the
              procedure set out in Clauses 5.5.1 through 5.5.8.

              If A is lower than B, the difference (B - A) will be paid by
              Vendor or its nominee(s) to Scotts or the Purchasing Subsidiaries
              within five business days after the end of the procedure set out
              in Clauses 5.5.1 through 5.5.8.

              Such difference will be referred to as "Change Amount".

              The Change Amount shall bear interest on a rate of 5% per annum,
              from the Closing Accounts Date until the effective payment.

              In the event that the introduction of the Euro currency would
              affect the economic balance of this Agreement negatively, or
              render the above-referenced rates and indexes obsolete, the
              Parties agree to meet in order to decide, within the framework of
              existing laws and regulations, upon a different currency for
              payment or upon different rates and indexes that will achieve the
              same purpose.

              The Global Provisional Price adjusted by the Change Amount shall
              be the Price of the Shares and the Belgian Business.

5.5.1         In order to calculate the Change Amount, the Vendor shall procure
              that within fifty (50) days after the Closing a balance sheet as
              at Closing for each Company and a balance sheet as at Closing in
              respect of the Belgian Business ("THE CLOSING ACCOUNTS"), shall be
              prepared in co-ordination respectively with the Companies and
              Rhone-Poulenc Belgium and audited by C & L on behalf of the
              Vendor.

5.5.2         Within thirty (30) days of receipt by Scotts of the Closing
              Accounts, including the Change Amount as calculated by the Vendor
              and audited by C&L, Scotts will inform the Vendor in writing
              whether or not it accepts the Closing Accounts and the Change
              Amount, and if not, shall set out its objections in writing to the
              Vendor setting out in reasonable detail the amount and nature of
              any item or items which it does not accept. During this period of
              thirty (30) days, Scotts shall be permitted to inspect C&L's audit
              papers and present questions to the auditors in charge of the
              audit and the Vendor and Scotts must bear the costs of their
              respective advisers. If Scotts confirms in writing that it accepts
              the Closing Accounts and the Change Amount, or if it fails to
              inform the Vendor within thirty (30)


                                      -14-
   15

              days of receipt whether or not it accepts them, the Closing
              Accounts and the Change Amount shall be final and binding on the
              Parties. Any payment due by the Purchasing Subsidiaries or Vendor,
              as the case may be, in respect of the Change Amount shall be made
              within five (5) business days of the Change Amount becoming final.

5.5.3         If Scotts informs the Vendor in writing, in accordance with the
              previous clause, that it does not accept the Closing Accounts and
              the Change Amount, Scotts and the Vendor will hold discussions in
              good faith with a view to agreeing on the Closing Accounts. If
              such agreement is reached, and is confirmed in writing by the
              Vendor and Scotts, it shall be final and binding on the Parties.
              The Parties shall endeavor to settle amounts due under the Change
              Amount on 15 December, 1998. Any portion of the Change Amount that
              is undisputed shall be paid at such date.

5.5.4         Any dispute about the Closing Accounts which remains unresolved
              thirty (30) days after receipt thereof by the Vendor shall, at the
              request of the Parties be referred for final settlement to the
              "Paris" office of KPMG located at 3, Cours Valmy, 92923 Courbevoie
              Paris, La Defense Cedex (the "ACCOUNTING FIRM") within thirty (30)
              days of its appointment. Upon application by the most diligent
              party, the President of the Commercial Court of Paris will appoint
              a third party expert (the "EXPERT").

5.5.5         The terms of reference of the Accounting Firm or of the Expert,
              acting as a third party expert in the meaning of Article 1592 of
              the French Civil Code, will be to determine, within sixty (60)
              days of its appointment, and after hearing each Party and/or its
              advisors, the final Closing Accounts and the level of the Change
              Amount, taking into account all the conditions which reflect the
              intention of the Parties as set out in this Agreement.

5.5.6         The decision of the Accounting Firm or the Expert will be binding
              on the Parties without any right of appeal, which is irrevocably
              and expressly agreed by the Parties. However, it is here stated
              that, notwithstanding the designation of the Accounting Firm or
              the Expert, the Parties will be entitled to continue to negotiate
              between themselves in order to reach an agreement with regard to
              the Closing Accounts and the Change Amount, and they may continue
              to do so until the date on which the Accounting Firm or the Expert
              renders its decision, in which case the Parties will inform the
              Accounting Firm or the Expert of the termination of its
              assignment.

5.5.7         The fees and charges of the Accounting Firm and/or the Expert will
              be borne equally by the Vendor on the one hand, and the Purchasing
              Subsidiaries on the other hand. However, for the period during
              which the Closing Accounts and the Change Amount are in the
              dispute resolution process provided hereunder, starting from the
              date of written notification by Vendor under Clause 5.5.3 hereof,
              interest due on the Change Amount shall be equal to an interest
              rate of 5% per annum until the date of effective payment.



                                      -15-
   16

5.5.8         Scotts and the Vendor will co-operate fully with each other and,
              if applicable, with the Accounting Firm and/or the Expert to whom
              any dispute is referred (including giving all reasonable access to
              records, information and to personnel of the Companies) with a
              view to enabling the Closing Accounts and the Change Amount to be
              agreed between Scotts and the Vendor, and in particular Scotts
              shall make sure that the Companies shall permit the Vendor and
              their advisers (and, if applicable, the Accounting Firm and/or the
              Expert) to have access to, and to take copies of any books,
              records or information of, relating to or belonging to the
              Companies.

5.6           In addition to the Global Provisional Price and as part of the
              transaction encompassed by this Agreement, the Parties have agreed
              on the purchase by the Purchasing Subsidiaries from Vendor of
              access rights for specific research and development services, for
              a total amount of one hundred and fifty six million French Francs
              (FF156,000,000) payable over four years as provided for in the
              Research and Development Services Agreement in Clause 18.


CLAUSE 6.     CONDITIONS PRECEDENT

6.1           The effectiveness of this Agreement is conditional upon the
              realisation of the following conditions precedent:

              (a)        Transformation of RPJ from a societe anonyme into a
                         "societe par actions simplifiee";

              (b)        Notification by Scotts of the transaction to the German
                         Federal Cartel Office.

              (c)        Agreement of the Parties on the conclusions of the
                         Environmental Audit conducted by an external firm
                         (Woodward & Clyde), appointed by the Parties during
                         August-September 1998, such conclusions must be
                         communicated to the Parties before the Closing. The
                         commitment of the Vendor to remedy shall not in any
                         case exceed the cost of remediation estimated in the
                         Environmental Audit. The Vendor shall complete the
                         remedial action before June 30, 1999. If such remedial
                         action is not completed before June 30, 1999, Scotts
                         will have the remedial action completed and the cost
                         will be borne by the Vendor within the limited amount
                         stated in the Environmental Audit. It is expressly
                         agreed that the cost of remediation shall be borne
                         fully by the Vendor and therefore the thresholds set
                         out in Clauses 9.2.1 and 9.2.2 shall not apply.

6.2           Both Scotts and the Vendor shall do their best efforts to obtain
              the realisation of the conditions precedent set out in Clause 6.1
              in the most expeditious and efficient manner.

                                      -16-
   17


CLAUSE 7.     CONDITIONS OF CLOSING

              The obligation of the Purchasing Subsidiaries to purchase the
              Shares and the Belgian Business shall be subject to the
              fulfillment or written waiver of each of the following conditions:

7.1           All the pre-emption rights set out in any shareholders agreement
              shall have been waived to the reasonable satisfaction of Scotts.

7.2           The Companies shall not have filed a petition for bankruptcy or
              for "REDRESSEMENT JUDICIAIRE" and such petitions for bankruptcy or
              "REDRESSEMENT JUDICIAIRE" have never been filed by a third party
              against them.

7.3           No judgment, order, rule, injunction, decree, law or regulation
              shall exist that restrains or prohibits the consummation of any
              other transactions contemplated therein.

7.4           The absence throughout the period between the signature of the
              present Agreement and the Closing, of any event specifically
              concerning the Companies of a nature to directly, adversely and
              significantly affect the financial situation, the functioning and
              the future profitability of the Companies.


CLAUSE 8.     REPRESENTATIONS AND WARRANTIES OF THE VENDOR

              The Vendor hereby represents and warrants to Scotts and to the
              Purchasing Subsidiaries, and save as disclosed in any of the
              Schedules hereto or expressly provided for hereunder and subject
              to any matter or thing hereafter done or omitted to be done at the
              request or with the approval of Scotts, that each of the
              warranties set forth below is true and accurate at the Closing.

              It is expressly agreed between the Parties that when a French law
              or regulation is referred to in the following declarations and
              warranties, the equivalent German and Austrian law or regulations
              shall be deemed to be referred to as regards, respectively, C HG
              and C GmbH. By "equivalent German law or regulations" the Parties
              understand any provision of German or Austrian law being as close
              in substance as possible to the French law or regulation referred
              to in the representations and warranties, but not necessarily
              identical to such provisions of French law.

              The warranties applying to the purchase of the Belgian Business
              will be expressly stated in the Purchase Agreement.

                                      -17-
   18

8.1           Representations

8.1.1         Authority of the Vendor

              The Vendor has full authority to enter into this Agreement and to
              perform the obligations or obtain the rights provided for
              hereunder. No consent, permission or court decision is required in
              this respect. This Agreement constitutes a valid obligation of the
              Vendor which is enforceable, in accordance with its terms.

8.1.2         Title to shares

              The Vendor warrants that it has good, free and marketable title to
              the RPJ Shares, clear of any liens and encumbrances. There are no
              restrictions on dividend payments or capital restrictions other
              than those imposed by law.

              RPAEG warrants that it has good, free and marketable title to the
              C HG Share and the C GmbH Share, clear of any liens and
              encumbrances. There are no restrictions on dividend payments or
              capital restrictions other than those imposed by law.

8.1.3         Shareholdings

              The Companies have no subsidiary or any shareholding in any
              company, association, commercial organisation or any other entity
              of whatsoever nature and have never held any shareholding in any
              entity in respect of which the retiring shareholder remains liable
              vis-a-vis third parties for the whole of the debts in such entity
              prior to its departure. As at the Closing, the Companies will not
              hold any shares except short term investment of funds in
              securities made in the context of normal day-to-day management.

8.1.4         Incorporation and Authorisations to do Business

              (a)        SCHEDULE 8.1.4.(a) hereto sets out with respects to the
                         Companies (i) their company name (ii) their business
                         name (iii) details of their incorporation and
                         registration (iv) their share capital (v) the members
                         of their board of directors or manager (vi) their
                         statutory auditors and (vii) their financial year.

              (b)        The Companies are duly incorporated and operate in
                         accordance with law and their Articles of Association,
                         an up to date certified copy of which has been
                         delivered by the Vendor to Scotts.

              (c)        The Companies hold all authorisations, certificates,
                         licences, permits or titles necessary for the business
                         as currently conducted, a list of which is as per
                         SCHEDULE 8.1.4 (c) (hereinafter the "Permits"). The
                         transfer of the Shares to the Purchasing Subsidiaries
                         shall not affect the Permits.

                                      -18-
   19

              (d)        The minute books of meetings of the board of directors
                         and of the shareholders general meetings of the
                         Companies, together with the registers of attendance of
                         the board of directors and the attendance sheets of the
                         general meetings of the Companies comply with material
                         regulations currently in force and all the signatures
                         and initials relating to the board of directors and the
                         general meetings and, more generally, to all decisions
                         of the business taken to date have been affixed
                         thereto.

              (e)        All necessary publicity formalities following
                         resolutions passed at meetings of the Companies have
                         been carried out both by way of appearing in legal
                         gazettes and at the Commercial and Companies
                         Registries, in accordance with regulations in force.

              (f)        The originals of all the official documents of the
                         Companies are held at the respective registered offices
                         of the Companies or in the Legal Department of Vendor.

              (g)        More generally, all material legal, statutory and other
                         legal requirements currently in force have been
                         complied with particularly in respect to the
                         incorporation of the Companies, decisions taken in
                         meetings thereof and all business activities carried
                         out by the Companies.

8.1.5         Share capital - Shares issued by the Companies

              (a)        The share accounts, the share transfer register and the
                         share transfer forms of the Companies are and will be
                         as at the Closing in compliance with material
                         regulations currently in force and will be up to date.
                         The transfers of the Shares have been carried out in
                         accordance with material regulations currently in
                         force. The Shares of the Companies are not quoted on
                         the official list of a Stock Exchange or on a Unlisted
                         Securities Market and have not appeared within the last
                         five years on the daily listing of securities or on the
                         "HORS COTE" market.

              (b)        The Shares are nominative, fully paid up, and are not
                         encumbered by any mortgage or charge of any kind
                         whatsoever, are freely negotiable and transferable and
                         are not subject to any breakdown in ownership (i.e.
                         "USUFRUIT" and "NUE-PROPRIETE"), option, pre-emption
                         right, preference right or any right of any nature
                         whatsoever.

              (c)        Except for the three stock option plans currently in
                         force and disclosed in SCHEDULE 8.1.5 (c), no option,
                         priority right, preference or pre-emption arrangement
                         exists over the Shares.



                                      -19-
   20

              (d)        The Companies have never issued any preference
                         shares, non-voting preference shares, any
                         convertible debentures into shares, exchangeable
                         against shares or with a right to subscribe for
                         shares, any industrial shares ("PARTS D'INDUSTRIE")
                         and, more generally, the Companies have never issued
                         any securities giving rise to the right, either by
                         way of conversion, exchange, reimbursement,
                         presentation of warrants or in any other way to the
                         allocation at any time on a fixed date of securities
                         which, to this effect, are or would be issued and
                         would represent a proportion of the share capital in
                         the Companies.

                         No shares exist in the Companies with a double voting
                         right and no limitation has been imposed upon the right
                         to vote pursuant to Article 177 of the law dated 24
                         July 1966.

              (e)        No issue of debentures is currently in progress.

                         No subscription for such loan notes is currently in
                         progress.

8.1.6         Sureties, guarantees, "AVALS", undertakings and letters of comfort
              granted by the Companies or the Vendor

              The Companies have not granted any sureties, guarantees, "AVALS"
              undertakings or letters of comfort for the performance of
              obligations entered into either by third parties, or by any of the
              Companies, and the Vendor has not granted any sureties,
              guarantees, "AVALS", undertakings or letters of comfort for the
              performance of obligations entered into by the Companies other
              than those sureties, guarantees, "AVALS", undertakings or letters
              of comfort appearing at SCHEDULE 8.1.6. More generally, no
              off-balance sheets commitments exist other than those set out in
              SCHEDULE 8.1.6.

8.1.7         Balance Sheets and Annual Accounts

              The combined balance sheets as well as the profit and loss
              accounts and schedules to the annual accounts of the Companies
              respectively as at 31st December 1997, audited by C&L (hereinafter
              referred to as the "ANNUAL ACCOUNTS") as appearing at Schedule
              8.1.7 (a) and the situation appearing in the 30 June 1998 Balance
              Sheet, have been prepared in conformity with US GAAP ,
              consistently applied by Rhone-Poulenc and in accordance with
              applicable laws and regulations. They fairly represent in all
              material respects the financial and patrimonial situation of the
              Companies for the period to which they relate.

              (a)        In the Closing Accounts, the 30 June 1998 Balance Sheet
                         and the Annual Accounts, all outstanding payments
                         including all holiday payments, profit sharing and
                         other personnel expenses, even which are non tax
                         deductible, and, more generally, all payments relating
                         to the business activities of the Companies and to the
                         trading activities carried out by the Companies have
                         been taken into


                                      -20-
   21

                         account.

              (b)        The approval of the accounts relating to the financial
                         year ending 30 September 1998 by the Purchasing
                         Companies in ordinary general meetings of the Companies
                         shall not result in any derogation from the terms
                         hereof nor any discharge from the liabilities
                         undertaken by the Vendor.

              (c)        The Companies benefit from losses and depreciation
                         deemed to be carried forward and appearing in the
                         Annual Accounts.

              (d)        More generally, except as disclosed to Scotts, none of
                         the Companies has any liabilities not appearing in
                         their accounts.

8.1.8         Employees of the Companies - Employment regulations

              (a)        The individuals employed by the Companies are indicated
                         in the list attached at SCHEDULE 8.1.8 (a). The
                         originals of all the contracts of employment, as well
                         as details of the stock option plans, retirement and
                         pensions scheme and other employment benefit schemes
                         relating to the Companies, the employee profit sharing
                         schemes, and employee participation agreements relating
                         to the Companies are held at the respective registered
                         offices of the Companies.

                         A note on the loans granted to executives, employees
                         and workers of the Companies and to the organisations
                         which collect compulsory investment subsidies in the
                         construction field and guarantees granted by the
                         Companies for such loans is set forth in SCHEDULE 8.1.8
                         (a).

              (b)        Scotts has received a copy of the Collective Bargaining
                         Agreement relating to each of the Companies, that is to
                         say : CONVENTION COLLECTIVE DE LA CHIMIE, together with
                         the Internal Rules of each of the Companies.

              (c)        No employment contract, service contract or particular
                         benefits given by any of the Companies to any of their
                         Directors or Chairman, excepting those accorded to the
                         Managing Director as is set forth in SCHEDULE 8.1.8
                         (c), will be in force as at the Closing.

              (d)        None of the Companies has granted any employment
                         advantage, subsidy or bonus and has not entered into
                         any pay agreement outside its usual field of business
                         activity, and no employee of any of the Companies
                         benefits from any particular advantage differing from
                         the general provisions of the relevant contracts or
                         from any clauses more favourable than those provided
                         for by the law or within the context of the relevant
                         Collective Bargaining Agreement.



                                      -21-
   22

              (e)        The Companies are not in breach of any clause of such
                         contracts. All salaries, commissions, other payments
                         and repayments and payment of expenses due to the
                         beneficiaries of the said contracts and undertakings
                         and, more generally, to all of the employees as at the
                         Closing, have been duly and fully paid in respect of
                         which a provision has been duly made.

              (f)        The Companies have at all times, up to the date hereof
                         or shall have at the Closing, complied with all social
                         security regulations. The Companies are up to date in
                         the payment of their contributions relating to Social
                         Security, family allowances and the various
                         organisations dealing with retirement and unemployment
                         and, more generally, with all other contributions or
                         payments connected with social welfare. No claim,
                         investigation or dispute exists in connection with the
                         social welfare organisations as at the date hereof.

              (g)        To the best of Vendor's knowledge, no employment unrest
                         or threat of strike within the Companies exists as at
                         the date hereof.

              (h)        C GmbH will not have to pay any amount or indemnity
                         whatsoever pursuant to a restriction of the scope of
                         the AUH - UNTERSTUTZUNGSKASSE.and it has fulfilled all
                         its obligations under section 16 of the mandatory
                         German Act for the Improvement of Company Pensions
                         (GESETZ ZUR VERBESSERUNG DER BETRIEBLICHEN
                         ALTERSVERSORGUNG - <>).

              (i)        C HG will not have to pay any amount or indemnity
                         whatsoever pursuant to any invalid provisions of its
                         pensions schemes.

8.1.9         Real Property (land and buildings)

              (a)        SCHEDULE 8.1.9 (a) lists for each of the Companies all
                         the buildings and other real property including land
                         ("PROPERTY"):

                         (i)      fully owned and indicating any securities
                                  granted and any easements in respect
                                  thereof,

                         (ii)     occupied pursuant to any lease or option
                                  arrangements,

                         (iii)    occupied pursuant to a commercial lease,

                         (iv)     occupied without security of tenure
                                  ("convention d'occupation"), together with a
                                  brief description of the Property.

              (b)        The Companies have full title to the Property of which
                         they are owners free of all liens, mortgages, other
                         security or any other encumbrance of whatsoever 


                                      -22-
   23

                         nature, other than those set out in SCHEDULE 8.1.9
                         (b) and the Companies have the right freely to use or
                         dispose thereof. The Companies have not entered into
                         any agreement for the transfer of all or any part of
                         the Property either by way of gift for valuable
                         consideration or otherwise, to encumber the whole or
                         any part of the Property with any right whatsoever in
                         favour of third parties.

              (c)        The Companies enjoy the possession of the Property
                         they own without any restriction.

              (d)        The Companies have no right or obligation to purchase
                         any other property, land or premises whatsoever.

              (e)        The Companies are lessees of the premises and/or
                         Property in which they carry on their business
                         activities, as such leases are set out in SCHEDULE
                         8.1.9(a), it being understood that such Property and/or
                         premises may be used for the purposes of which they are
                         intended and conform with all relevant legislation and
                         regulations. The Companies enjoy commercial ownership
                         ("propriete commerciale") with regard to all the
                         premises which the Companies occupy except as set forth
                         in Schedule 8.1.9 (a).

              (f)        The Companies are not the beneficiaries of any other
                         lease, any sale and lease back agreement or any other
                         rights to occupy relating to any property which does
                         not appear in any of the Schedules listed above.

              (g)        The Companies are not in material default under
                         regulations relating to the construction, occupation
                         and use of the Property and, in particular, with all
                         orders, local housing regulations, specifications,
                         rules of co-ownership and internal regulations. To the
                         best of Vendor's knowledge, there are no town planning
                         provisions or other regulations which restrict the use
                         or reduce the value of the Property.

              (h)        No easement exists over the Property other than those
                         resulting from the natural location of the Property and
                         the town planning rules applying thereto and those
                         indicated in the title deeds of the Companies. Each
                         Property and the use thereof respects such easements.

              (i)        The Property is free of all actions for revocation,
                         cancellation or rescission, and is not subject to any
                         proceedings for expropriation, requisition or any steps
                         leading to such proceedings.

              (j)        The Property is not subject to any right of pre-emption
                         or preference.

                                      -23-
   24

             (k)          All demolition permits, building permits and all other
                          necessary declarations or authorisations and approvals
                          (the "Authorisations") have been properly applied for,
                          obtained and published as far as the construction of
                          each Property is concerned and all works relating
                          thereto, including maximum load factors for the
                          occupation of each floor and the legal density limit
                          (COS and PLD). To the best of Vendor's knowledge, the
                          Authorisations are not subject to any objection by
                          third parties or withdrawal during the legal time
                          limits which have yet to expire. The corresponding
                          certificates of conformity have been obtained.

             (l)          The Property is in a normal state of repair,
                          maintenance and functioning, free of all major defects
                          and subject to appropriate security measures. All
                          reserves made at the time of the delivery of the
                          Property have been released. The Property meets
                          material regulations currently in force (in particular
                          with regard to security, hygiene and work conditions)
                          relating to the different business activities carried
                          out therein and all necessary opening authorisations
                          ("autorisations d'ouverture") have been duly obtained.
                          All the observations made by the security commission
                          during its inspections of the Property or otherwise
                          have been duly taken into account.

             (m)          Each Property is covered by the insurance policies
                          referred to in SCHEDULE 8.1.9 (m). These policies are
                          still in force and all premiums have been duly paid up
                          to the Closing.

             (n)          None of the Parties to any contracts relating to the
                          Property is in default. In particular, all rents,
                          charges, property taxes, rental payments and other
                          costs which may be due or will become due by the
                          Companies have been paid or an appropriate provision
                          has been made in respect thereof.

             (o)          The Companies shall validly be able to exercise, as
                          from the proper date, the options that they hold under
                          the terms of the sale and lease back agreements or
                          contract providing for a purchase option. The
                          Companies have not entered into any purchase deed
                          relating to any parcel of land which has entailed the
                          giving up on an undertaking to build.

             (p)          The Companies have not granted any lease or sub-lease,
                          all the Property being used for their own needs and
                          business activities and they do not include any
                          private accommodation including employees
                          accommodation ("logement de fonction").

             (q)          The Property is included in the accounts for each of
                          the Companies as fixed assets.

8.1.10       Fixtures, plant and machinery

                                      -24-
   25

             (a)          Each of the Companies have full ownership, as at the
                          date hereof, of the fixtures, fittings, plant,
                          installations and equipment and other elements of the
                          assets set out in the Annual Accounts, free of any
                          claim, restriction or any encumbrance whatsoever with
                          the exception of any equipment rented under
                          hire-purchase and leasing contracts as set out in
                          SCHEDULE 8.1.10 (a).

             (b)          All these fixtures, fittings, plant, machinery and
                          equipment appearing as assets in the Annual Accounts
                          are not, as at the date hereof, subject to any pledge
                          or other lien save for the pledges and liens set out
                          in SCHEDULE 8.1.10 (b).

             (c)          The Companies may validly exercise on the due date the
                          options held under the terms of the sale and lease
                          back agreements and the Companies have satisfied all
                          terms and conditions to which they are bound pursuant
                          to such sale and lease back agreements.

             (d)          All the fixtures, installations, plant, equipment and
                          fittings are in good working order and may be used for
                          the purposes for which they are intended and conform
                          to all applicable legislation and regulations. All
                          these assets are globally sufficient for the Companies
                          to carry out their activity as such activity is
                          currently carried out.

8.1.11       Contracts in force

             (a)          SCHEDULE 8.1.11.(a) (i) comprises a list of all
                          contracts in force except for employment contracts,
                          commercial leases, purchase agreements, contracts for
                          an amount inferior to FF. 500,000 or having a duration
                          inferior to twelve (12) months and other contracts
                          specifically mentioned or set out elsewhere in this
                          Agreement or in its schedules, entered into by the
                          Companies. Scotts has also been given by the Vendor a
                          list and a summary of all contracts in force (other
                          than those set out above in SCHEDULE 8.1.11.(a) (i))
                          for an amount of at least FF. 500,000 or having a
                          duration of at least 1 year which are set out in
                          SCHEDULE 8.1.11.(a) (ii). Since Scotts has not had the
                          opportunity to review these contracts, it is expressly
                          agreed that it will have a period of 30 days from
                          Closing to examine these and if, in the opinion of
                          Scotts, they impact in a material adverse manner the
                          value of the Companies to Scotts, as at 30 September
                          1998 and as previously conducted by Vendor, the
                          Parties will discuss in good faith an adjustment to
                          the Global Provisional Price of the Shares or the
                          Price as the case may be. If no agreement can be
                          reached within a further period of 30 days, the
                          Parties expressly agree that they shall put in motion
                          the Settlement of Disputes procedure set out in Clause
                          23. It is further agreed that any reduction in the
                          Global Provisional Price or the Price as the case may
                          will be


                                      -25-
   26

                          excluded from the thresholds set out in Clauses 9.2.1
                          and 9.2.2 and therefore, such reduction shall be due
                          in full.

             (b)          All the contracts entered into by the Companies are in
                          force and are not subject to any dispute or legal
                          action except those set out regarding litigation in
                          SCHEDULE 8.1.11.(b) and the Fisons contracts which are
                          under renegotiation as listed in SCHEDULE 8.1.11.(a).
                          To the Vendor's knowledge none of the parties to those
                          contracts intend to discontinue those or significantly
                          modify their terms. The contracts are valid and
                          enforceable according to their terms.

             (c)          The Companies are not bound within the sphere of their
                          trading activities with third parties by any
                          particular contract, particularly by way of
                          sub-contract which may contain clauses conferring upon
                          these third parties any rights other than those which
                          are usual and normal. There are no onerous or unusual
                          contracts binding upon the Companies. Third parties
                          and damage risks are fully covered in these contracts
                          with financially sound and reputable insurance
                          policies against all risks customarily insured. All
                          insurance policies are in full force.

             (d)          With the exception of those set out in SCHEDULE
                          8.1.11(d), no contract exists providing for early
                          termination, early payment or amendment to its
                          provisions in the event of a change of control in each
                          of the Companies, and the transfers of the Shares in
                          favour of the Purchasing Subsidiaries shall not cause
                          the early termination of any subsidies, any contract
                          such as leases, loan agreements, hire contracts,
                          leasing agreements, supply or distribution agreements
                          or any others and, more generally, supply or
                          distribution agreements or any others and, more
                          generally, the transfer of the Shares in favour of the
                          Purchasing Subsidiaries shall have no prejudicial
                          effect on the contractual obligations of the Companies
                          vis a vis all third parties.

8.1.12        Suppliers and customers

              A list is attached in SCHEDULE 8.1.12 showing the top ten
              customers and suppliers of the Companies by volume of sales in
              French Francs and purchase respectively for each of the fiscal
              years ended 31 December 1996 and 31 December 1997.

              The Companies have not received any indication from any material
              supplier to the effect that they have no reason to believe that
              such suppliers will stop, or materially decrease the rate of, or
              change the terms with respect to supplying materials, products or
              services to the Companies.



                                      -26-
   27

              The Companies have not received any indication from any of their
              customers to the effect and they have no reason to believe that
              such customers will stop, or materially decrease the rate of
              purchase of the products of the Companies.

8.1.13        Bank accounts

              The Companies have opened the bank accounts or postal accounts and
              possess those credit and charge cards appearing in SCHEDULE 8.1.13
              together with the list of the authorised signatories to these
              accounts.

8.1.14        Litigation

              (a)         The Companies are not involved, nor to their knowledge
                          are they threatened by, any proceedings, claim,
                          litigation, demand or administrative enquiry, or any
                          arbitration and no procedure, claim or arbitration of
                          any nature whatsoever is about to be issued by the
                          Companies or against any person whose acts are likely
                          to give rise to a liability on the part of the
                          Companies, with the exception of those proceedings
                          listed in SCHEDULE 8.1.11 (b) and provided for in the
                          Annual Accounts, and the 30 June 1998 Balance Sheet.
                          The Vendor certifies that the said provisions are
                          sufficient to cover the risks relating to such
                          disputes.

              (b)         The Companies are not at risk of any criminal
                          liability by virtue of an infringement of law or a
                          regulation in accordance with the provisions of
                          Article 121-2 of the New Penal Code, except as
                          disclosed in SCHEDULE 8.1.11 (b).

              (c)         None of the penalties provided for by Articles 131-37
                          to 131-49 of the New Penal Code has been imposed upon
                          the Companies. Likewise, no proceedings are in
                          progress against the Companies which might result in
                          the imposition of one of the penalties provided for in
                          the above mentioned Articles.


8.1.15        Conformity with various regulations

              (a)        The Companies have acted in accordance with the various
                         laws or other regulations applying to them and
                         conducted their businesses in accordance.

                         The companies hold all products registrations,
                         accreditation and other certifications relating to the
                         conduct of their businesses as currently conducted
                         except as is set forth in SCHEDULE 8.1.15(a).

              (b)        The services and procedures of the Companies have not
                         been the subject of any criticism on the part of any
                         consumer watchdog organisations or the press.
                         Furthermore, the Companies have maintained normal
                         commercial relations with their suppliers and their
                         clients and they have acted in accordance with French


                                      -27-
   28
                         economic legislation, together with European Union
                         legislation, in particular with regard to price and
                         competition, and no claim or investigation for
                         infringement of the legislation relating to prices or
                         competition is in existence.

8.1.16        Stocks and Products

              (a)        The Companies' stocks are made up of goods of a
                         sufficient quantity and are of good and merchantable
                         quality, and may be used and sold in the normal course
                         of business. The goods which are no longer on the
                         market and those of inferior quality or slow-moving
                         have been depreciated in the accounting books of each
                         of the Companies to their effective resale value, or
                         corresponding provisions have been made in respect of
                         them.

              (b)        The value of the stocks as at 31 December 1997 and as
                         in the Closing Accounts has been established in
                         accordance with the usual rules of valuation that have
                         always been employed by each of the Companies, in
                         conformity with US GAAP, consistently applied within
                         the Rhone-Poulenc Group.

              (c)        There have not been any product recalls, withdrawals or
                         seizure with respect to any products manufactured,
                         sold, leased or delivered by the Companies or with
                         respect to any services rendered by the Companies
                         during the last year.

              (d)        The Companies do not have any liability arising out of
                         any injury to individuals or property as a result of
                         the ownership, possession or use of any products or
                         equipment manufactured, sold, leased, or delivered by
                         the Companies or with respect to any services rendered
                         by the Companies.

8.1.17        Accounts Receivable and Provisions

              (a)        The receivables of the Companies outstanding in the
                         Closing Accounts are certain and will be payable within
                         one year after Closing and provision has been made for
                         them in accordance with the accounting principles in
                         force. To the best of Vendor's knowledge, none are
                         subject to counter claim or compensation, nor are any
                         due and payable which remain unpaid as at the date
                         hereof, with the exception of those in respect of which
                         provision has been made in the Closing Accounts.

              (b)        The Companies have made all necessary provisions in
                         respect of refunds, rebates or any other benefits or
                         regular or annual undertakings given in favour of their
                         clients and, more generally, the necessary provisions
                         have been made in respect of all taxation, whether
                         direct of indirect, imposed or which may be imposed
                         upon the Companies.



                                      -28-
   29

8.1.18        Intellectual property rights - Proprietary information

              (a)        The Companies have valid, full and unrestricted, title
                         to their company names, except for RPJ, and commercial
                         names and this right cannot be contested and does not
                         infringe the right of first use of any other entity nor
                         the rights of any other holder of any trademark or any
                         name.

              (b)        The Companies have valid, full and unrestricted title,
                         by reason of having registered, applied for
                         registration, or protected them, to the trademarks,
                         patents applications, designs and copyrighted works in
                         (countries) full list of which is set out in SCHEDULE
                         8.1.18 (b), in all countries in which such trademarks,
                         patent applications, designs and copyrighted works have
                         been registered. This Schedule also comprises a list of
                         trademarks, patents drawings, designs and copyrights
                         which the Companies are entitled to use under license.

                         Trade names held in reserve by the Companies for use in
                         their home and garden businesses in (countries) are
                         also listed in this Schedule.

              (c)        These rights have been properly protected and
                         registered and are enforceable in accordance with
                         legislations in force in (countries), without
                         restriction or dispute.

              (d)        Except as disclosed in SCHEDULE 8.1.18 (d), the
                         Companies are the only owner or holder of these rights,
                         free from any lien, pledge, licence or other contract
                         or restriction.

              (e)        The Companies have not received notice of any claim,
                         dispute or notification relating to these intellectual
                         property rights which furthermore are not the object of
                         any dispute or infringement.

              (f)        The Companies have carried out all necessary
                         formalities, have paid all amounts and taken all
                         necessary steps to maintain and protect these rights in
                         respect of any authorities and third parties.

              (g)        These rights are not subject to any other charge,
                         restriction tax, condition or payment obligation except
                         for those mentioned in the agreements listed in
                         Schedule 8.1.18(d).

              (h)        No action claim, suit, threat or similar risk (or
                         proceedings concerning any one of these risks) relating
                         to the infringement or breach of any patent, know-how,
                         trademark or business name, has been made against any
                         of the Companies and no fact or omission may serve as a
                         basis for any such claim. The business, operations and
                         activities of the Companies have not been and are not
                         subject to 


                                      -29-
   30

                          any claim for the infringement of any right belonging
                          to a third party relating to patents, trademarks,
                          know-how, technology and other similar protected or
                          registered rights.

             (i)          In addition, the Companies have as at the date hereof,
                          and shall continue to have good title to the know-how
                          and the business trade in order for them to carry-on
                          with the business after the date hereof and after the
                          Closing in the same conditions as before.

                          The Companies will continue to be provided and
                          supplied by companies affiliated to the Rhone-Poulenc
                          Group with specific contracts or products in
                          accordance with the Ancillary Agreements.


8.1.19       Insurance

             (a)          SCHEDULE 8.1.19 (a) comprises a list of insurance
                          policies taken out by the Companies with reputable
                          insurance companies covering the assets and risks
                          deemed to be usually covered according to normal
                          conditions and in particular in respect of all loss of
                          trading and product liability.

             (b)          The Companies are up-to date in the payment of all
                          premiums, and have complied with all formalities and
                          contractual clauses set out in these insurance
                          policies.

             (c)          These policies comply with the provisions of the
                          contracts referred to herein and, in particular, with
                          all contractual, legislative or obligatory provisions
                          which apply to the Companies.

             (d)          The Companies have not suffered any damage which could
                          hinder the uninterrupted pursuit of their normal
                          activities, or having affected in any manner their
                          ability to obtain insurance.

8.1.20       Loans and dividends

             The Companies have the benefit of banking facilities and loans
             which may or may not have to be reimbursed as indicated in
             SCHEDULE 8.1.20. Also appearing in this Schedule are the loans and
             other facilities granted by the Companies to third parties. All
             these loans and facilities have been validly granted at usual and
             normal conditions, more particularly in relation to remuneration
             and depreciation. Dividends which may have been allocated during
             the financial years preceding the current financial year have
             effectively been paid to their beneficiaries.



                                      -30-
   31

8.1.21        Environment

              (a)           The Companies are not in breach under any material
                            French, German and Austrian and European transport,
                            pollution, environmental and health regulations.

              (b)           The Companies have undertaken, conducted and carried
                            out their business activities for the production,
                            packaging, preservation or the stocking of hazardous
                            or dangerous products and materials in accordance
                            with all material and applicable French, German,
                            Austrian, Belgian and European laws and regulations
                            relating to the transportation, production,
                            packaging, labelling, handling, storage and
                            distribution of hazardous or dangerous products and
                            materials.

              (c)           The Environment Audit is set forth in SCHEDULE
                            8-1-21(c).

              (d)           None of the Companies have caused any off-site
                            releases of any products, materials, substances,
                            preparations, packaging or waste that would cause
                            any future remediation liability or financial
                            penalties for the Companies or the Purchasing
                            Companies.

              (e)           There is no judgment, ruling, judicial or
                            administrative decision compelling or charging the
                            Companies to stop all or any part of its activities
                            due to some nuisance affecting the neighbourhood or
                            due to pollution.

8.1.22        Business ("FONDS DE COMMERCE")

              The Companies are the owners of the businesses having created them
              at the time of their incorporation or having validly acquired such
              business. The businesses of the Companies have always been run in
              a normal and proper way with the object of maintaining their
              activities and preserving their existence as businesses. These
              businesses are free from all liens.

8.1.23        Receivership

              None of the Companies is and has ever been subject to any winding
              up, liquidation or dissolution procedure, ("REDRESSEMENT
              JUDICIAIRE" or "LIQUIDATION JUDICIAIRE") have never suspended
              payments ("CESSATION DE PAIEMENT"). None of the Companies is
              subject to a "PROCEDURE D'ALERTE" or composition procedure.



                                      -31-
   32

8.1.24        Tax regulations

              (a)           Definitions:

                            (i)           the words "tax regulation" used in
                                          this Agreement mean tax or customs law
                                          as well as decrees, orders,
                                          memorandums or other texts of
                                          application or interpretation or such
                                          regulation applicable in a given
                                          country as well as any international
                                          treaty (including the derivative tax -
                                          directive, regulations or others - of
                                          this treaty).

                            (ii)          the terms "tax" or "taxation" used in
                                          this Agreement mean any taxes, duties,
                                          rights, deductions, contributions or
                                          charges, including especially income
                                          tax , withholding tax, deductions,
                                          indirect taxes, local taxes, V.A.T.,
                                          sales taxes, standby or monopoly
                                          charges, registration or stamp duties,
                                          customs duties, wage taxes and social
                                          contributions imposed or collected by
                                          any State or by organisation or local
                                          authority, national or supranational,
                                          or any organisation and including the
                                          interest, penalties, fines,
                                          reassessments and other related
                                          charges.

              (b)           The Companies are in complete compliance with the
                            tax regulations applicable to them, whether they be
                            French, German, Austrian or from other countries.

              (c)           The Companies are, and always have been up to date
                            in the payment of their taxes (including advance
                            payments), or have constituted sufficient provisions
                            or registered sufficient charges to be paid, in the
                            Closing Accounts to face the payment of the said
                            taxes. All the payments made by the Companies which
                            should give rise to a withholding tax have always
                            been paid, at the due date, to the tax authorities
                            having jurisdiction over the said tax. A listing of
                            all dates and amounts of advance tax payments is set
                            forth in SCHEDULE 8.1.24(c) for 1998 and 1999.

              (d)           All the tax returns and in a general way all the
                            formalities or documents imposed by the tax
                            regulation (intended notably, but without this being
                            limited, to the calculation or examination of the
                            amount of a tax or of its basis) have always been
                            accomplished, subscribed or deposited by the
                            Companies within the time limits allowed by the tax
                            authorities. To the best of Vendor's knowledge,
                            these returns or documents have always been and
                            remain, true and complete. The Companies have always
                            replied within the time limits and in a complete and
                            true manner to any request emanating from a
                            competent tax authority and have always satisfied
                            within the time limit granted to them in which to
                            reply or produce documents or information or give
                            their comments in any administrative or judicial
                            procedure with a competent tax authority.



                                      -32-
   33

                            There are no taxes to be assessed against the
                            Companies from 1 October 1998, which relate to any
                            event or any period of time that took place entirely
                            or partly before such date.

                            In the event that such taxes would be assessed
                            against the Companies, the Vendor undertakes to
                            indemnify the Companies for the amount paid by these
                            Companies in consideration of such taxes.

              (e)           The basis and the amount of tax which each Company
                            has owed, still owes or will owe in whatsoever
                            respect, have always been properly determined in
                            compliance with tax regulations.

              (f)           The Companies have available all the documents
                            needed to justify the information contained in the
                            returns or documents referred in Clause 8.1.24 (d),
                            as well as the applied tax or customs regulations.
                            The Companies have available all the documents
                            necessary to justify the existence and the amount of
                            any tax losses to be carried forward (whether it
                            concerns an ordinary deficit or deferred
                            depreciation ("AMORTISSEMENT REPUTES DIFFERES"),
                            whatever be the original financial year, of any tax
                            credits or claims it may have on any tax or
                            administrative authority whatsoever, which it will
                            have used (by deduction or otherwise) or obtained
                            reimbursement in the future. More generally, the
                            Companies have fulfilled and will remain in a
                            position to fulfill their obligations concerning
                            time limits in which to preserve documents, as these
                            time limits are provided in commercial or fiscal
                            regulations (and in particular, without this being
                            limitative, by L 102 B of the Book of Tax
                            Procedure).

                            In particular, the Companies shall have available
                            all tax records such as detail schedules of tax
                            depreciation of assets, all open years tax returns,
                            all files and workpapers supporting tax returns.

              (g)           The Companies are not subject of a current tax
                            examination (nor is any one of them aware that any
                            such direct or indirect examination is forthcoming)
                            or to an enquiry instigated by an administrative
                            authority leading, or likely to lead to the payment
                            of a tax or a reassessment of the tax basis. The
                            Companies have not received any notice of
                            reassessment nor has any one of them been otherwise
                            informed (in writing or orally) by an administrative
                            authority of its intention to carry out any
                            reassessment whatsoever.

                            The Vendor undertakes to indemnify the Companies for
                            any additional tax payment resulting from a future
                            tax examination of financial statements of the
                            Companies related to periods up to and including 30
                            September, 1998.



                                      -33-
   34

                            In the event that the Companies are or have been
                            subject to such tax examinations or enquiries, all
                            documents, correspondence and supporting details
                            should be provided to Scotts.

              (h)           The Companies have not concluded any deed or been
                            party to any transaction which is likely to be
                            reassessed, rejected or re-qualified for the reason
                            that the Companies had attempted to evade,
                            circumvent or diminish its tax obligations or that
                            of another person.

              (i)           The Companies have not concluded an agreement or
                            transaction or obtained a concession, tolerance or
                            abatement in respect of a tax, with any
                            administrative or political authority whatsoever
                            that is not grounded on a strict application of the
                            tax rules.

              (j)           With the exception of that detailed in SCHEDULE
                            8.1.24 (j), the Companies have never been party to a
                            transfer, sale, exchange, contribution or transfer
                            of any sort whatsoever for which they would not have
                            paid registration, contribution or transfer taxes,
                            stamp duties, real estate publicity taxes or others,
                            or that they would be legally or contractually
                            liable to pay after the Closing.

              (k)           The Companies have not operated an enterprise nor
                            directly or indirectly hold shares, units, financial
                            interests or voting rights in a company or grouping
                            in the conditions provided by Article 209 B of the
                            General Tax Code. The Companies do not owe any
                            monies, nor have they made any payments or
                            settlements mentioned in Article 238 A of the
                            General Tax Code. The Companies have not transferred
                            any part of their assets outside France in the
                            conditions defined in Article 238 bis 01 of the
                            General Tax Code. The Companies are not nor have
                            ever been a service supplier in the meaning of
                            Article 155 A of the General Tax Code.

              (l)           The transfers of the Shares are in no way liable to
                            involve by themselves any taxation at the expense of
                            any of the Companies or the loss of carry-forward
                            tax losses or any rights of a fiscal nature. The
                            Companies do not benefit from any particular tax
                            regime which could cease or be questioned in
                            particular by the transfer of the Shares of by
                            reason of any act or omission prior to the Closing .

              (m)           The Companies do not benefit from a specific tax
                            regime subordinated to the respect of any
                            undertaking whatsoever by these Companies or by any
                            other person. As regards the Companies which benefit
                            from such special regimes, the undertakings to which
                            the specific tax regime is subordinated have always
                            been and remain fully respected.



                                      -34-
   35

              (n)           The Companies do not benefit nor have they ever
                            benefited from a tax advantage or a favourable tax
                            regime subordinated to the granting of an approval
                            by the competent representative of any
                            administrative or political authority whatsoever.

              (o)           The Companies do not benefit, nor have benefited
                            from, by reason of a transaction made prior to the
                            Closing, a suspension, postponement or deferral of
                            tax.

              (p)           The differences between the values of the assets and
                            liabilities shown in the Annual Accounts, of each of
                            the Companies and the fiscal value of such assets
                            and liabilities is set forth in SCHEDULE 8.1.24(p).

              (q)           The Companies have not consented to a guarantee or
                            granted a security bearing on any of the property,
                            assets or rights of the Companies, for taxes due (or
                            allegedly due according to the competent tax
                            authority) and unpaid.

              (r)           The Companies are and always have been exclusively
                            resident in their countries of constitution for tax
                            purposes.

              (s)           All the Companies which are party (or which have
                            come into the rights of a Company that was a party)
                            to any reorganisation operation (such as merger,
                            partial contribution of assets, split-up, exchange
                            or contribution of shares or otherwise) have
                            properly taken (or re-taken) all the commitments to
                            which had been subordinated the tax regime under
                            which they were and which they had applied at the
                            time and further to the said reorganisation
                            operations, and that these commitments have always
                            been and remain integrally respected. Generally, all
                            the formalities and all the commitments necessary to
                            ensure the tax neutrality of the said reorganisation
                            operation have been properly accomplished,
                            subscribed and respected.

              (t)           The totality of the carried forward tax losses of
                            each of the Companies (or of each tax group in the
                            meaning of Article 223 A of the General Tax Code),
                            whether it concerns ordinary deficits or deferred
                            depreciation, and whatever their original financial
                            year, are shown in the tax return submitted by each
                            of the Companies (or by the parent company in each
                            tax group) in respect of the last financial year.
                            These carried forward tax losses are true and
                            accurate, capable of being justified in both
                            principle and amount, and capable of being fully set
                            off against later profits realised by each Company
                            (or by the tax group concerned) within the periods
                            and time limits provided by the tax regulations.

              (u)           The Companies have not proceeded with a carry-back
                            of tax losses.

                                      -35-
   36

              (v)           The Companies are not a member or parent company of
                            a tax group constituted in application of the
                            provisions of Article 223 A and following of the
                            General Tax Code.

8.1.25        Intermediary Period

              (a)        Since 1 January 1998 there has been:

                         (i)       No damage, destruction or loss (whether or
                                   not covered by insurance) or other event
                                   affecting in a materially unfavourable manner
                                   the assets, business or prospects of the
                                   Companies.

                         (ii)      Except as disclosed in Schedule 8.1.25
                                   (a)(ii), no decision in respect of the
                                   distribution or payment of dividends or any
                                   other distribution by the Companies to their
                                   shareholders, the dividends for the Shares
                                   being due to the Purchasing Subsidiaries, nor
                                   has there been any depreciation, increase or
                                   reduction of their capital.

                         (iii)     No change in the accounting methods and
                                   practices used by the Companies, nor any
                                   changes concerning the depreciation or
                                   redemption rules nor any change in the rates
                                   used, and more generally the net equity
                                   ("capitaux propres") of the Companies is not
                                   less at the Closing than their net equity as
                                   at 31 December 1997. Since this date, the
                                   Companies have not undertaken any actual or
                                   potential commitment other than those
                                   incurred or borne in the normal course of
                                   business.

                         (iv)      The Vendor declares that from 1 January 1998
                                   to the date hereof, the Companies have been
                                   reasonably managed ("en bon pere de famille")
                                   and more particularly, the Companies :

                                   (1)       have from 1 January 1998 and up to
                                             the date of this Agreement, only
                                             carried out the operations falling
                                             within their usual activity and
                                             that, without litigation, they have
                                             not transferred or acquired any
                                             tangible or intangible assets ;

                                   (2)       the management of the Companies has
                                             been carried on in a usual and
                                             normal way and the Companies have
                                             carried on their activities in the
                                             same way they have usually done
                                             without any material change being
                                             made ;

                                   (3)       have not realised from 1 January
                                             1998 and up to the date of this
                                             Agreement any operation which could
                                             affect the value of


                                      -36-
   37

                                             their business ("fonds de 
                                             commerce"), their tangible and 
                                             intangible assets ;

                                   (4)       have complied with all social, tax,
                                             economic, customs, transport,
                                             temporary employment, environment,
                                             hygiene or other regulations ;

                                   (5)       have not recruited or dismissed any
                                             employee, other than mentioned in
                                             SCHEDULE 8.1.25(iv)(5) , and

                                   (6)       have continued to honour their
                                             commitments, recovered all sums due
                                             to them and more generally carried
                                             on their activities in compliance
                                             with the declarations listed in
                                             this Agreement.

8.1.26        Other declarations

                     All facts and circumstances concerning the Companies, their
                     activities, businesses, contracts, goods, accounts and
                     results being of sufficient importance to be revealed to
                     Scotts, have been effectively and entirely disclosed in
                     writing to Scotts.


8.2           Warranties

8.2.1         The Vendor guarantees to Scotts and to the Companies, for the
              benefit of the Purchasing Subsidiaries:

8.2.2         That the above representations relating to the Companies are as at
              the date of this Agreement and shall be at the Closing full and
              accurate.

8.2.3         To bear any decrease affecting any of the assets, (after
              depreciation and provisions) of the Companies or increase
              affecting any item of the liabilities of the Companies following
              the appearance of an unaccounted liability or the increase of a
              liability for which no provision or insufficient provision has
              been made in respect of such assets or liabilities in the Closing
              Accounts as long as the cause or source of the increase of such
              liabilities or the decrease in such assets is prior the Closing.

8.2.4         To bear any damage which may result from an inaccuracy, omission
              (whether intentional or not) or failure concerning any of the
              declarations mentioned in Clause 8.1. above in the event that such
              damage will not have fully been indemnified pursuant to Clauses
              8.2.3. above. In this respect, the present warranties shall not be
              limited or affected in any manner whatsoever by any knowledge that
              Scotts and the Purchasing Subsidiaries may


                                      -37-
   38

              have acquired concerning the Companies in relation to any of the
              declarations contained in the Clause 8.1.

8.2.5         The determination of the sums due pursuant to Clauses 8.2.2., and
              8.2.3. and 8.2.4. above shall be made after having taken into
              account:

              (a)           The amount of all interests, fines, costs and
                            expenses of any nature incurred by the Companies
                            including without limitation all legal and experts
                            fees incurred in relation to this Agreement or its
                            execution.

              (b)           All taxes due by the Companies pursuant to the
                            payment of such sums by the Vendor.

              (c)           In respect of tax, any tax which merely constitutes
                            a timing difference of the corresponding charge
                            (reintegration of depreciation, reintegration of
                            provisions, etc.) shall only be taken into account
                            for the costs of any surcharges, penalties, late
                            payment interest or fines as well as for the effects
                            resulting from a possible decrease of applicable
                            taxes, excluding therefore the principal which may
                            be recovered subsequently by taking into account the
                            disputed deductions.

              (d)           Any insurance proceeds actually received under
                            insurance policies taken out by the Companies
                            covering the damage in respect of which a claim is
                            being made under this Agreement.

8.2.6         The Vendor undertakes to pay the sums due pursuant to this Clause
              8, upon written instructions of Scotts, to the Companies, the
              Vendor acting also as Promissor of the "STIPULATION POUR autrui"
              of which Scotts is the "STIPULANT", within a period of one month
              from the receipt by the Vendor of the notification sent by Scotts
              to the Vendor setting forth the reasons leading to the application
              of this Agreement. Beyond such period the sum shall bear interest
              without prior notification to the benefit of the Companies at an
              annual rate 5% per annum, without such provision being interpreted
              as the granting of a delay of payment.

              If court or arbitration proceedings were to be necessary to obtain
              payment of any amount due under this Agreement, and if the court
              or arbitration decision were to be in favour of Scotts, the
              Purchasing Subsidiaries or the Companies in whole or in part, the
              amount allocated to the Purchasing Subsidiaries and/or the
              Companies shall bear interest at the above rate, prorata temporis
              and compounded if such interest is due or is deemed due for a
              whole year, with effect from the first request for payment made by
              Scotts or Purchasing Subsidiaries and until full payment of the
              amount due notwithstanding any more recent date which the
              competent jurisdiction may decide as triggering the payment of
              interest.



                                      -38-
   39

8.2.7         Any increase in assets or reduction in liabilities in the Closing
              Accounts shall not give rise to any reimbursement, set-off or
              payment in favour of the Vendor, except for those occurring in the
              Working Capital to be taken into account in the calculation of the
              Change Amount.

8.2.8         For the application of Clause 8.2.3., the value of the following
              assets: (i) stocks of the Companies at the Closing, (ii) fixed
              assets of the Companies at the Closing, (iii) intangible assets of
              the Companies, listed in the Closing Accounts, shall not be
              challenged except if such assets do not exist or were no longer
              owned by the Companies at the Closing.

              Notwithstanding the above, the warranty set out in Clause 8.2.4.,
              shall apply, should the state of such assets be misrepresented to
              Scotts by the Vendor.


CLAUSE 9.     LIMITS TO WARRANTIES OF VENDOR

9.1           Duration

9.1.1         Any claim made under Clause 8 concerning any order to pay tax,
              customs or social security arrears (hereinafter referred to as the
              "CLAIMS") shall be made within a period expiring one (1) month
              after the expiry of the longest of the time-limit period for
              exercising a claim by each of the authorities mentioned above and
              as far as other claims made under Clause 8 are concerned
              (hereinafter referred to as the "OTHER CLAIMS"), shall be made
              within a period of two (2) years from the Closing.

9.1.2         Scotts shall be entitled to claim any provision contained in this
              Agreement until the last day of the appropriate notice as defined
              above notwithstanding the fact that any sum due pursuant to a
              Claim or Other Claim would not be known or impossible to determine
              on the last day of the aforesaid notice period provided that:

              (a)        as far as any Claim is concerned, a tax, custom or
                         social security control shall have started or any
                         notification of being served.

              (b)        as far as any Other Claim is concerned, Scotts shall
                         have notified such Other Claim to the Vendor.

9.1.3         In the event that, in the course of any tax, custom, social
              security or economic regulations dispute, the Companies shall have
              to procure to such authorities a guarantee or security until the
              definitive settlement of such disputes, the Vendor undertakes, at
              the election of Scotts, either (i) to grant itself such guarantees
              or securities required by such authorities in lieu of the
              Companies or (ii) to procure to the benefit of the Companies bank
              guarantees or suretes reelles, of the same amount and which would
              be acceptable to the Companies.

                                      -39-
   40

9.1.4         Furthermore, in the event that, notwithstanding the counterclaims
              initialised before the relevant authorities or courts, the
              concerned authorities would request the payment of any tax,
              penalty or interest, the Vendor undertakes to grant to the
              concerned Companies an advance without interest and of the same
              amount as the amount of such taxes, penalties or interest. In the
              event that such proceedings or claims would not succeed, the
              advance granted to Scotts by the Vendor shall be reimbursed within
              (15) fifteen days from the notification to the Companies of the
              end of the dispute.

9.2           Indemnification Threshold and Ceiling

9.2.1         The Vendor shall not be liable in respect of an Other Claim unless
              the amount of such Other Claim exceeds 100,000 FF provided that
              for the purpose of this Clause 9.2.1 a series of Other Claims
              resulting from the same cause or effect shall be regarded and
              aggregated as an single Other Claim.

9.2.2         The Vendor shall not be liable to indemnify the Purchasing
              Subsidiaries (on behalf of the Companies) with respect to Other
              Claims unless and until the sum of Other Claims accumulated by the
              Companies and meeting the requirements of Clause 9.2.1 shall have
              reached ten million French Francs (10,000,000 FF), at which time
              Vendor shall be immediately liable to indemnify the Companies for
              such total amount as well as any Other Claims meeting the
              requirements of Clause 9.2.1 and the time limitation of Clause
              9.1.1. The threshold set out in Clause 9.2.1 and in this Clause
              9.2.2 shall not apply to any sums which may be due by the Vendor
              to Scotts under Clauses 6.1 (c), 8.1.8(h) and (i), or 8.1.11 (a)
              (ii), the Parties will use good faith best efforts to settle any
              amounts which may be due under said clauses by 15 December 1998.

9.2.3         Vendor's maximum liability to the Purchasing Subsidiaries, acting
              on behalf of the Companies, shall not exceed a total amount equal
              to three hundred and fifty million French Francs (350,000,000 FF)
              of the Global Provisional Price, except if such liability results
              from or relates to:

              (i)           Any untrue declaration(s) and representation(s) made
                            by the Vendor under Clause 8;

              (ii)          Any misrepresentation made by the Vendor under
                            Clause 8, or

              (iii)         fraud;

              in which cases Vendor's maximum liability to the Purchasing
              Subsidiaries shall be 100% of the Global Provisional Price
              increased or decreased by the Change Amount.

9.3           Information and Intervention of the Vendor



                                      -40-
   41

9.3.1         When an event occurs which might give rise to a Claim or Other
              Claim under this Agreement, Scotts shall inform the Vendor within
              twenty (20) days of learning of the occurrence of such event by
              registered letter with acknowledgment of receipt.

9.3.2         As of the date of notification provided for in Clause 9.3.1. the
              Vendor shall if it so requires have the right to receive
              information or any documents which may be useful or necessary for
              the Vendor to defend its interests and to be able to carry out all
              verifications of such documents with the agreement of Scotts. This
              right to receive information extends to, for example, all books of
              accounts and accounting documents of the Companies.

9.3.3         The Vendor will also have a period of 30 business days to notify
              Scotts of its remarks or points it wishes to contest.

9.3.4         If there is no response within 30 business days of the
              above-mentioned notification, the Vendor will be deemed to have
              accepted the substance of such Claim(s) or Other Claim(s) and
              Scotts shall thus be entitled to assume that the Vendor has
              considered such Claim(s) or Other Claim(s) as properly arising.

9.3.5         In the event of an Other Claim made by a third party, or of any
              Claim , the Vendor, if it has informed Scotts that it considers
              such Other Claim or Claim as properly arising, will be entitled to
              ensure that Scotts and/or the Companies are represented by the
              legal advisors of Vendor's choice who will consult with the
              advisors of the Companies in all discussions and transactions, and
              this shall be exclusively at Vendor's expense and sole
              responsibility. Vendor may at its option control entirely the
              defence of such Claim or Other Claim.

9.3.6         Any settlement must have received the prior agreement of the
              Vendor, if the Vendor is not controlling the defence.

9.3.7         Failure by Scotts to carry out its duty to give information to the
              Vendor within the period laid down in Clause 9.3.1. may give rise
              to the termination of the right of Scotts to obtain
              indemnification from Vendor with respect to the Claim or Other
              Claim concerned, but only to the extent of the effective prejudice
              suffered by the Vendor in view of the failure to provide
              information within such period.

9.4           Investigations made by Scotts

              Notwithstanding the due diligence investigations and audit
              effected by Scotts, the warranties contained in this Clause 9
              shall have full effect with respect to matters not disclosed in a
              Schedule.



                                      -41-
   42

9.5           Benefit of the warranties

              The warranties contained in this Agreement are expressly given for
              the benefit of the Purchasing Subsidiaries on behalf of the
              Companies and any other corporate entity which Scotts may have
              designated to acquire the Shares and/or the Belgian Business as
              well as all their assignees provided that in all cases, such
              beneficiaries belong to the same group as Scotts including without
              limitation all companies which would succeed to the Purchasing
              Subsidiaries in the event of merger or transfer of all or part of
              the Shares.

              The warranties shall remain applicable in the event of
              dissolution, absorption, contribution or transfer of all or part
              of the assets of the Companies.

              Scotts and the Purchasing Subsidiaries shall be able to call upon
              the present warranties even though they are no longer shareholders
              of the Companies.


CLAUSE 10.    REPRESENTATIONS AND WARRANTIES OF SCOTTS AND THE PURCHASING
              SUBSIDIARIES

              Scotts and the Purchasing Subsidiaries hereby represent and
              warrant to the Vendor that each of the representations and
              warranties is true and accurate at the date of this Agreement and
              will be true and accurate at the Closing.

              It is expressly agreed between the Parties that when a French law
              or regulations is referred to in the following warranties, the
              equivalent German and Austrian law or regulations shall be deemed
              to be referred to.

10.1          Representations

10.1.1        Authority of Scotts and the Purchasing Subsidiaries

              Scotts and the Purchasing Subsidiaries have full authority to
              enter into this Agreement and to perform the obligations or obtain
              the rights provided for hereunder. No consent, permission or court
              decision is required in this respect. This Agreement, constitutes
              legal and valid obligations of Scotts and the Purchasing
              Subsidiaries which are enforceable, in accordance with their
              respective terms.

              Scotts and the Purchasing Subsidiaries are corporations duly
              organised, validly existing and in good standing under the laws of
              their jurisdiction of incorporation and have all requisite power
              and authority to own, lease and operate their respective assets,
              properties and businesses and to carry on their respective
              business as now conducted.



                                      -42-
   43

10.1.2        Benefit of the warranties

              The warranties contained in Clause 10 of this Master Contract are
              expressly given for the benefit of the Vendor, or its assignees at
              the sole discretion of the Vendor.

              The warranties shall remain applicable in the event of
              dissolution, absorption, contribution or transfer of all or part
              of the assets of the Companies.


CLAUSE 11.    NON-COMPETE UNDERTAKING BY VENDOR

11.1          The Vendor hereby undertakes to Scotts that should the Vendor take
              any controlling interest, directly or indirectly, in any capacity
              or any form whatsoever (in particular as shareholder, promoter, de
              facto or de jure manager) in any enterprise having sales at least
              ten percent (10%) of which would be included in the Field and/or
              in the Territory (as those terms are defined in SCHEDULE 11.1)

              Within three months from the date on which the investment in
              question shall become effective, Vendor shall first offer to
              divest that portion of the enterprise in question having
              activities in the Field and/or in the Territory at a bona fide
              arm's length price to Scotts.

              Scotts shall inform the Vendor in writing of its interest in
              negotiating such purchase within a period of sixty (60) days from
              the date of the offer. If the Parties are unable to reach
              agreement within one hundred and twenty (120) days from the date
              of Vendor's offer, the Vendor shall be free to divest the portion
              at issue of the enterprise in question to any Third Party of its
              choice.

11.2          The undertakings set out in Clause 11.1 apply to the Territory for
              a duration of five 5 years as from the Closing.

11.3          The Vendor further undertakes, whether directly or through any
              individual or corporate entity, not to:

              (a)        constitute or establish any business having a
                         competitive or similar activity to any of the
                         activities in the Field and in the Territory for a
                         duration of 7 years as from the Closing ;

              (b)        file, purchase or use in the Field and in the
                         Territory, either directly or indirectly and without
                         Scotts' prior agreement, any trademarks, patents,
                         drawings or models relating wholly or partly to
                         products or activities similar to those activities set
                         out in SCHEDULE 11.1 by the Companies and the Belgian
                         Business in the context of their businesses, except as
                         permitted under the Agreement, for a duration of 7
                         years as from the Closing ;



                                      -43-
   44

              (c)        provide or supply with competitive products any
                         individual or corporate entity in the Field and in the
                         Territory who is, at the date of such provision or
                         supply, or who was during the previous twelve months, a
                         customer of the Companies and / or the Belgian
                         Business, except as permitted under (the Agreement),
                         for a duration of 7 years as from the Closing ;

              (d)        supply competitive products to customers in the Field
                         in the Territory or to knowingly supply active
                         ingredients to be used in competitive products to those
                         in the Field, in the Territory (as defined in SCHEDULE
                         11.1), for a duration of 7 years as from the Closing ;

              (e)        up to and until 31 December, 2000 except otherwise
                         agreed by the Parties, solicit away from the Companies
                         any person who is, at the time of the solicitation an
                         officer, commercial agent, salaried consultant or
                         employee (including commercial representatives) of the
                         Companies and the Belgian Business and who was on the
                         payroll of the Companies at the Closing ; or

              (f)        up to and until 31 December, 2000 except otherwise
                         agreed by the Parties, employ or engage or attempt to
                         employ or engage or negotiate the employment, for
                         activities which relate to those set out in SCHEDULE
                         11.1, by any other person, firm or company, any person
                         who is at the Closing (or who was at any time during
                         the previous twelve months) an officer, commercial
                         agent, salaried consultant or said employee of the
                         Companies and the Belgian Business.

11.4          Notwithstanding RP's undertaking in Clause 11.3, RP may supply
              Fipronil or any fiprole insecticide to a competitor of Scotts in
              the Territory for use as a household insecticide, except for such
              countries of the Territory where Scotts, the Purchasing
              Subsidiaries or the Companies have negotiated an exclusive
              distributor agreement for Fipronil as a household insecticide.


CLAUSE 12.    UNDERTAKINGS BY SCOTTS

12.1          It is expressly agreed that the registrations and active
              ingredients in the products of the Companies and the Belgian
              Business are for use in the Field and in the Territory (as defined
              in SCHEDULE 11.1). Use of such registrations and marketing, use or
              sale of the active ingredients of the products outside of the
              Field and outside of the Territory could violate the rights and
              obligations of Vendor, and Scotts on behalf of the Purchasing
              Subsidiaries and the Companies agrees to use diligent efforts to
              avoid improper use of registrations and marketing of such active
              ingredients outside of the Field. The undertaking hereunder is
              limited in time to the life of the active ingredients and
              registrations in question, including any renewals thereof.



                                      -44-
   45

12.2          Scotts shall cause Purchasing Subsidiaries and the Companies to
              diligently collect outstanding accounts receivable as at the
              Closing.


CLAUSE 13.    POST CLOSING OBLIGATIONS

13.1          The Purchasing Subsidiaries shall be liable for the payment of the
              registration duties and stamp duties arising out of the transfer
              of the Shares and the transfer of the Belgian Business.

13.2          The Purchasing Subsidiaries shall also be liable for the payment
              of the notarial fees incurred by the transfer of C GmbH Shares and
              C HG Shares.

13.3          All taxes attributable to the Companies (or any subsidiary or
              branch thereof) or properties, assets, operations, capital stock
              or surplus of the Companies (or any subsidiary or branch thereof)
              for periods from and/or after 1 October 1998, shall be the
              responsibility of the Purchasing Subsidiaries or Scotts.

13.4          For products already packaged or launched on the market, Scotts
              shall discontinue the use of the name " Rhone-Poulenc Jardin " not
              later than 30 September 2001 and shall take all steps necessary at
              its expense to accomplish the change of name. For new products not
              already packaged or launched, Scotts, on behalf of the Purchasing
              Subsidiaries shall use best efforts to discontinue the use of the
              name "Rhone-Poulenc Jardin" as soon as practicable after the
              Closing and not later than one year after the Closing.

13.5          The Vendor will cooperate with Scotts to adopt a procedure
              relating to change of name and change of ownership which minimises
              any disruptive impact on the Companies.


CLAUSE 14.    SUBSTITUTION

14.1          Neither Party may sell, assign, encumber, hypothecate or otherwise
              transfer in any manner (including through any contractual grant of
              its economic or voting rights) all or part of its rights and
              obligations hereunder except with the prior written consent of the
              other Party, which it shall be in the sole discretion of such
              other Party to grant or withhold.

14.2          Scotts will have the right to substitute for itself or to
              associate to itself one or several companies of its choice (owned
              and controlled by Scotts and/or to which the Vendor has no
              objection) (hereafter referred to as the "NOMINEE"), PROVIDED,
              however, such Nominee is designated in a written notice delivered
              to the Vendor not less than thirty (30) days prior to the Closing
              and PROVIDED, further, that the substitution of such Nominee shall
              not otherwise delay or impair the consummation of the transaction
              contemplated herein.



                                      -45-
   46

              In any event Scotts shall remain jointly and severally liable for
              the substituted entities in respect of all the rights and
              obligations entered into by Scotts either on its own behalf or on
              behalf of the Purchasing Subsidiaries under this Agreement. Scotts
              shall further guarantee the performance by such Nominee of the
              obligations hereunder.


CLAUSE 15.    FEES

              Regardless of whether or not the transactions contemplated hereby
              are consummated, each Party shall pay its own respective expenses
              (including, without limitation, the fees, disbursements and
              expenses of its attorneys, accountants and investment advisors) in
              connection with the negotiation, preparation and execution of this
              Agreement and the transactions contemplated hereby, except as
              otherwise provided in this Agreement.


CLAUSE 16.    ELECTION OF DOMICILE - NOTICES

16.1          For the purposes of this Master Contract, the Parties elect
              domicile at their respective addresses shown on pages 2 and 3 of
              this Master Contract.

16.2          All notices (or copies of notices) from one of the Parties will be
              delivered by registered letter with acknowledgment of receipt (the
              postmark being proof of delivery) to the other Party at the above
              mentioned addresses or to any other address which has been
              notified in the same manner.


CLAUSE 17.    CONFIDENTIALITY AND ANNOUNCEMENTS

17.1          With the exception of their professional advisers and Affiliates,
              the Parties shall keep terms and contents of this Master Contract
              and the Schedules attached hereto, the Additional Contracts, the
              Purchase Agreement, the Ancillary Agreements and all other
              documents and certificates referred to herein or therein
              (hereafter the "AGREEMENT") confidential and neither Party shall
              publish the same or refer publicly thereto without the consent of
              the other, except if a Party is obligated to do so by a legal
              constraint. The Parties shall cause their professional advisers
              and Affiliates to comply with secrecy undertakings not less
              cumbersome than those set forth herein. Should either Party be
              required by applicable law or competent judicial governmental or
              other authority to disclose any of the documents included in the
              Agreement, such Party agrees, prior to any such disclosure, to :

              (a)        immediately notify the other Party thereof,



                                      -46-
   47

              (b)        consult with the other Party on the advisability of
                         taking steps to resist or narrow any disclosure
                         request, and,

              (c)        cooperate with the other Party in any attempt it may
                         make to obtain a protective order or other appropriate
                         remedy or assurance that confidential treatment will be
                         afforded the Agreement. The disclosing Party shall
                         furnish only that portion of information in relation to
                         the Agreement which is legally required to be disclosed
                         as advised by such Party's counsel.

              Notwithstanding anything herein contained the disclosing Party
              will make all reasonable efforts to prevent any such disclosure.

17.2          The Vendor and Scotts shall consult together as to the terms,
              times and manner of any announcement or communication to
              customers, suppliers, staff, or to the press or otherwise of the
              fact of the sale and purchase hereby agreed and no such
              announcement shall be made except as agreed between the Vendor and
              Scotts, except as may be required by law.


CLAUSE 18.    ANCILLARY AGREEMENTS

18.1          To ensure the continuity of the business, it is expressly stated
that the Purchasing Subsidiaries wish to enter into this Agreement in
consideration of the performance of the following Ancillary Agreements with the
Vendor and/or its affiliates and the Companies and the Belgian Business and/or
the Purchasing Subsidiaries in exact conformity with those set out in SCHEDULE
18, which will be delivered at Closing :

              -             RPA and RPJ Trademark License Agreements (from RPA
                            to Scotts Affiliates, and from Scotts Affiliates to
                            RPA.)

              -             RPA Products and RPA New Products Supply Agreement

              -             Fipronil Supply Agreement (Current Products, Future
                            Products and Nexa(TM)Technology Products)

              -             Research & Development Services Agreement

              -             Nexa(TM) Technology Cross-License Agreement

              -             Transitional Services Agreement

              -             RPA and RPJ Patent License Agreements

                                      -47-
   48


CLAUSE 19.    FURTHER ACTION

19.1          This Agreement insofar as its remains to be performed shall
              continue in full force and effect notwithstanding Closing.

19.2          Each Party will, both before and after the Closing, do everything
              reasonably necessary or desirable to give full effect to this
              Master Contract and the Schedules attached hereto, the additional
              contracts, the Purchase Agreement, the Ancillary Agreements and
              all other documents and certificates referred to herein or
              therein.


CLAUSE 20.    WAIVER

              No waiver by any of the Parties of any of the requirements hereof
              or of any of its rights hereunder shall have effect unless given
              in writing and signed by a director or other duly authorised
              officer of each Party.


CLAUSE 21.    SEVERABILITY

              If any provision(s) of this Master Agreement and the Schedules
              attached hereto, the additional contracts, the Purchase Agreement,
              the Ancillary Agreements and all other documents and certificates
              referred to herein or therein shall, to any extent, be held to be
              invalid, illegal or unenforceable in any give jurisdiction, or any
              governmental agency or authority shall require the Parties to
              delete any provision of this Agreement as a condition of validity,
              legality or enforceability of the remainder of this Agreement in
              any given jurisdiction, such invalidity, illegality,
              unenforceability or deletion shall not impair or effect the
              remaining provisions of this Agreement or the validity or
              enforceability of such provision in any other jurisdiction. The
              Parties shall endeavour through good faith negotiations to replace
              the invalid, illegal, unenforceable or deleted provision by valid
              provisions the economic effect of which comes as close as legally
              possible to that of the invalid, illegal unenforceable or deleted
              provision. If the Parties fail to reach agreement concerning
              replacement of such provision, the matter shall be referred to
              arbitration in accordance with Clause 23 hereof.


CLAUSE 22.    GOVERNING LAW

              This Agreement shall be governed by, and construed in accordance
              with, French law without regard to its conflict of laws
              principles.




                                      -48-
   49

CLAUSE 23.    SETTLEMENT OF DISPUTES

23.1          Amicable settlement

              Each of the Parties agrees to use diligent, good faith efforts to
              settle amicably any dispute which arises out of or in connection
              with this Agreement. Whenever a dispute arises, any Party may
              serve written notice upon the other Party stating that a dispute
              has arisen and containing a brief statement describing the nature
              of the dispute. Vendor and Scotts, respectively, shall communicate
              such notice to the President of Rhone-Poulenc Sante Vegetale et
              Animale ("RPSVA") and the Chief Executive Officer of Scotts,
              respectively, with the request that they negotiate a settlement of
              any such dispute. For such purpose, the President of RPSVA and the
              Chief Executive Officer of Scotts may have access to personnel of
              both Parties for assistance in arriving at a resolution. Any
              settlement accepted by both the President of RPSVA and the Chief
              Executive Officer of Scotts in accordance with this Clause 23.1
              shall be binding on the Parties for all purposes. If the President
              of RPSVA and the Chief Executive Officer of Scotts are unable to
              resolve any such dispute within thirty (30) days of its having
              been referred to them hereunder, the arbitration provisions of
              Clause 23.2 shall apply.

23.2          Composition of the Arbitration Tribunal

              Any dispute between Scotts and the Vendor arising out of or in
              connection with this Agreement which the Parties are unable to
              resolve amicably in accordance with the provisions of Clause 23.1
              shall be finally settled by arbitration in accordance with the
              Rules of Conciliation and Arbitration of the International Chamber
              of Commerce ("ICC") (1998).

              The arbitration tribunal will be composed of three arbitrators,
              one appointed by RPA and one appointed by Scotts, and the third
              appointed by the two other arbitrators. The arbitration panel
              should decide in law and not as "amiables compositeurs". Unless
              otherwise agreed between the Parties in writing, the arbitration
              shall take place in Paris, France. The language of the arbitration
              shall be English.

23.3          Confidentiality

              The Parties shall keep confidential the fact of the arbitration,
              the dispute being arbitrated, the decision of the arbitrator, and
              any documents produced by the Parties in the course of the
              arbitration. Notwithstanding the foregoing, the Parties may
              disclose information about the arbitration to persons who have a
              need to know, such as directors, trustees, management employees,
              witnesses, experts, investors, attorneys, lenders, insurers, and
              any other persons who may be directly affected.




                                      -49-
   50

CLAUSE 24.    ENTIRE AGREEMENT

              This Master Agreement and the Schedules attached hereto, the
              additional contracts, the Purchase Agreement, the Ancillary
              Agreements and all other documents and certificates referred to
              herein or therein constitute the entire understanding of the
              Parties hereto regarding the sale and purchase of the Shares and
              the Belgian Business, and cancel and supersede all previous
              agreements, promises, representations and understandings, written
              or oral, between the Parties hereto with respect to the subject
              matter hereof. No modifications of this Master Contract, and the
              Schedules attached hereto, the additional contracts, the Purchase
              Agreement, the Ancillary Agreements and all other documents and
              certificates referred to herein or therein shall have any effect
              unless made in the form of an amendment in writing and signed by a
              director or other duly authorised officer of each Party.

              NOW, WHEREFORE, the Parties have caused this document to be
              executed in duplicate by their duly authorised representatives as
              of the dates indicated below.


Rhone-Poulenc Agro                             The Scotts Company


Name:  /s/ Philippe Dumont                     Name:  /s/ G. Robert Lucas
       ---------------------                          ----------------------
Title: Vice President                          Title: Sr. V.P.
       ---------------------                          ----------------------
Date:  September 30, 1998                      Date:  30 Sep 98
       ---------------------                          ----------------------


Rhone-Poulenc Agro Europe GmbH                 Scotts Celaflor GmbH & Co. K.G.


Name:  /s/ Philippe Dumont                     Name:  /s/ Matthew Reed
       ---------------------                          ----------------------
Title: Vice President                          Title: Director
       ---------------------                          ----------------------
Date:  September 30, 1998                      Date:  30-9-98
       ---------------------                          ----------------------


<> Sechsundfunfzigste Beteiligungs      Scotts France Holdings S.A.R.L.
und Verwaltungsgesellschaft GmbH


Name:  /s/ Matthew Reed                        Name:  /s/ Matthew Reed
       ---------------------                          ----------------------
Title: Director                                Title: Director
       ---------------------                          ----------------------
Date:  30-9-98                                 Date:  30-9-98
       ---------------------                          ----------------------



                                      -50-
   51

Scotts France S.A.R.L.                         Scotts Belgium 2 B.V.B.A.


Name:  /s/ Matthew Reed                        Name:  /s/ G. Robert Lucas
       ---------------------                          ----------------------
Title: Attorney-in-fact                        Title: Director
       ---------------------                          ----------------------
Date:  30-9-98                                 Date:  30 Sep 98
       ---------------------                          ----------------------




                                      -51-

   52
                                 MASTER CONTRACT

                            LIST OF OMITTED SCHEDULES
                            -------------------------

     Schedules                     Description
     ---------                     -----------

A                   Rhone-Poulenc Agro Board Resolution

B                   Scotts Company Board Resolution

3                   Assets and Liabilities of the Belgian Business

3.2                 Additional Contracts (for Germany and Austria)

4.3.1(a)            Model of Director's resignation letter

5.2.1               Letter of Guarantee

8.1.4(a)            Incorporation Formalities

8.1.4(c)            Permits

8.1.5(C)            Stock Option Plans

8.1.5(d)            Preferred Shares

8.1.6               Sureties, guarantees, "avals", undertakings and letters of
                    comfort granted by the Companies or the Vendor

8.1.7(a)            Annual Accounts

8.1.7(b)            Disclosure on Accounts

8.1.8(a)            Individuals employed by the Companies; Loans granted by
                    Companies to Individuals

8.1.9(a)            Properties and Leases of the Companies

8.1.9(b)            Liens, mortgages, securities and encumbrances related to the
                    Properties

8.1.9(m)            Certificates of insurance

8.1.10(a)           Equipment rented under hire-purchase and leasing contracts

8.1.10(b)           Pledges and liens on equipment, etc.



   53


     Schedules                     Description
     ---------                     -----------

8.1.11(a)           Contracts in force

8.1.11(b)           Litigation

8.1.11(d)           Change in Control Clauses

8.1.12              Top ten customers and suppliers

8.1.13              Bank Accounts

8.1.18(b)           List of Patents, Trademarks, Designs, Copyrights

8.1.18(d)           Restrictions or liens or other obligations on Trademarks,
                    Patents, designs and copyrights

8.1.19(a)           List of insurance policies

8.1.20              Loans and banking facilities

8.1,21(b)           Handling of Hazardous or Dangerous Substances

8.1.24(c)           Dates and amounts of advance tax payments

8.1.24(j)           Non-payment of Certain Taxes

8.1.24(o)           Tax deferral or postponement

8.1.24(p)           Differences between the value of the assets & liabilities in
                    the accounts and the fiscal value

6.1.25(a)(ii)       Dividends since January 1, 1998

8.1.25(iv)(5)       Employee changes since January 1, 1998

11.1                Field and Territory

18                  Form of Ancillary Agreements


   1
                                                                      Exhibit 99


[SCOTTS LOGO]

THE SCOTTS COMPANY                                                          NEWS
- --------------------------------------------------------------------------------

For Immediate Release
- ---------------------

                   THE SCOTTS COMPANY COMPLETES ACQUISITION OF
                    EUROPEAN LAWN AND GARDEN CARE BUSINESSES

                  ----------------------------------------------

                     EXPECTS ORTHO DEAL TO CLOSE ON SCHEDULE

Marysville, Ohio, October 7, 1998 -- The Scotts Company (NYSE: SMG) today
announced that it has completed the acquisition of Rhone-Poulenc Jardin,
continental Europe's largest consumer lawn and garden products, from
Rhone-Poulenc. The companies had signed a letter of intent for the transaction
on July 10, 1998 and signed a definitive agreement on September 30, 1998.

         Rhone-Poulenc Jardin manufactures and sells a full line of consumer
lawn and garden pesticides, fertilizers, and growing media products in France,
Germany, the Benelux countries, Austria, Italy and Spain. Its leading brands
include KB(R), Fertiligene(R), Celaflor(R) and Nexalotte(R). Rhone-Poulenc
Jardin had 1997 sales of approximately $150 million (FF 850 million) and employs
approximately 420 people.

         In addition, Scotts said that it expects to complete its acquisition
and associated financing of the Ortho pesticides business from Monsanto Company
(NYSE: MTC) as originally planned around the end of the 1998 calendar year.

         "As Scotts lead banker, we continue to have confidence in Scotts'
ability to finance the contemplated transactions in the capital markets," said
Randy Barker, Managing Director and head of high-yield at Salomon Smith Barney.


         The Scotts Company is a leading supplier of consumer products for the
lawn and garden care, professional turf care and professional horticulture
businesses in both the U.S. and U.K., and is expanding operations in other
international businesses. The Company owns what are by far the industry's most
recognized brands. In the U.S. lawn care business, consumer awareness of the
Company's Scotts(R) family brand outscores the nearest competitors by about
6-to-8 times, as does awareness of the Company's Miracle-Gro(R) family of brands
in the U.S. garden care business. In the U.K., the Company's brands include
Weedol(R) and Pathclear(R), the top-selling consumer herbicides, Evergreen(R),

   2

the leading lawn fertilizer line, the Levington(R) line of lawn and garden
products, and Miracle-Gro(R), the leading plant fertilizer.

STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995: Forward-looking
statements represent challenging goals for the Company, and the achievement
thereof is subject to a variety of risks and assumptions. Certain
forward-looking statements contained in this press release, include, but are not
limited to, information regarding the future economic performance and financial
condition of the Company, the plans and objectives of the Company's management,
and the Company's assumptions regarding such performance and plans. Actual
results may differ materially from the forward-looking information in this
release, due to a variety of factors, including, but not limited to:

- -     The effects of weather conditions on sales of the Company's products,
      especially during the spring selling season;

- -     The success of the Company's advertising and promotional programs;

- -     The Company's ability to maintain favorable profit margins on its products
      and to produce its products on a timely basis;

- -     The possibility of new competitors entering into the pesticides business
      and/or the Company's existing lines of business;

- -     Inherent risks of international development including currency exchange
      rates, economic conditions, regulatory and cultural differences;

- -     Changes in economic conditions in the U.S. and Europe and the impact of
      changes in interest rates;

- -     Ability to successfully integrate the operations of acquired companies;
      and

- -     Environmental issues and consumer perceptions.

Additional detailed information concerning a number of the important factors
that could cause results to differ materially from the forward-looking
information contained in this release is readily available in the Company's
publicly-filed quarterly and annual reports.


                                       ###

Contacts:
- ---------
William Jenks                           Rebecca Bruening
Broadgate Consultants, Inc.             The Scotts Company
212/232-2222                            937/644-7290