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)     May 19, 1995
                                
                                
                       THE SCOTTS COMPANY
     (Exact Name of Registrant as Specified in Its Charter)
                                
                                
      Delaware              0-19768              31-1199481
  (State or Other       (Commission File        (IRS Employer
  Jurisdiction of           Number)          Identification No.)
   Incorporation)                                     
                                                      
14111 Scottslawn Road, Marysville, Ohio             43041
(Address of Principal Executive Offices)         (Zip Code)
                                                      
                                                      
Registrant's telephone number, including       (513) 644-0011
area code:



                               N/A
  (Former Name or Former Address, if Changed Since Last Report)



Item 2.        Acquisition or Disposition of Assets.

      On  May  19,  1995,  pursuant to the Amended  and  Restated
Agreement and Plan of Merger, dated as of May 19, 1995,  amending
and restating the original Agreement and Plan of Merger dated  as
of   January   26,  1995  (as  so  amended  and   restated,   the
"Agreement"),  The  Scotts  Company (the  "Registrant")  acquired
(through  its  wholly-owned subsidiary, ZYX Corporation  ("Merger
Sub"))   Stern's   Miracle-Gro   Products,   Inc.   ("Miracle-Gro
Products"), Miracle-Gro Products Limited ("Miracle-Gro Limited"),
Miracle-Gro Lawn Products, Inc. ("Miracle-Gro Lawn Products") and
the   assets   of  Stern's  Nurseries,  Inc.  ("Nurseries"   and,
collectively with Miracle-Gro Products, Miracle-Gro  Limited  and
Miracle-Gro  Lawn  Products, the "Miracle-Gro  Companies").   The
acquisition was structured as a merger of Merger Subsidiary  into
Miracle-Gro  Products  (the "Merger"), with Miracle-Gro  Products
surviving,  followed by stock transfers of all of the outstanding
capital  stock  of  Miracle-Gro  Limited  and  Miracle-Gro   Lawn
Products   to   Miracle-Gro  Products  (the   "Subsequent   Stock
Transfers") and an asset transfer of all of the assets, but  none
of  the  liabilities, of Nurseries to Miracle-Gro  Products  (the
"Asset  Transfer"  and,  collectively with  the  Merger  and  the
Subsequent  Stock  Transfers,  the "Merger  Transactions").   The
Agreement  contemplates that, following the  Merger,  Miracle-Gro
Products will be merged into its wholly-owned subsidiary, Scotts'
Miracle-Gro Products, Inc., which shall be the ultimate surviving
corporation   of   the  Merger  Transactions.   The   Miracle-Gro
Companies  market  the  leading brands  of  garden  plant  foods,
Miracle-Gror and Miracidr. The Registrant plans to continue  this
business following the Merger Transactions.

      By operation of the Merger, each share of capital stock  of
Merger  Subsidiary  was converted into one share  of  the  voting
common stock of Miracle-Gro Products, and the outstanding capital
stock  of  Miracle-Gro Products was converted into the  right  to
receive the Registrant's Class A Convertible Preferred Stock (the
"Convertible  Preferred Stock") and warrants  to  acquire  common
shares  of  the Registrant (the "Warrants"), as described  below.
As a result of the Merger Transactions, the Registrant became the
owner  of  all of the outstanding shares of common stock  of  the
surviving corporation, Miracle-Gro Products, and its wholly-owned
subsidiaries, Miracle-Gro Limited and Miracle-Gro Lawn Products.

      Prior to the Merger Transactions, the Miracle-Gro Companies
were  privately  held  by  Horace Hagedorn,  chairman  and  chief
executive  officer  of  Miracle-Gro  Products,  individually,  by
members  of the Hagedorn family through the Hagedorn Partnership,
L.P.  (the "Hagedorn Partnership"), by Community Funds,  Inc.,  a
New  York not-for-profit corporation (the "Charity"), as a result
of a charitable donation by Mr. Hagedorn, and by John Kenlon, the
president  of  Miracle-Gro Products.  No member of  the  Hagedorn
family  or  Mr.  Kenlon  had any material relationship  with  the
Registrant  or  any  of  its affiliates, directors  or  officers,
except  that  James  L. Rogula, a senior vice  president  of  the
Registrant, is a former director of Miracle-Gro Products.

      As consideration for the Merger Transactions, Mr. Hagedorn,
the Hagedorn Partnership, the Charity and Mr. Kenlon received, in
the  aggregate, $195,000,000 face amount of Convertible Preferred
Stock, convertible at $19 per share (subject to adjustment)  into
approximately  35% of the total voting power of  the  Registrant,
and Warrants to purchase an additional 3,000,000 common shares of
the  Registrant,  which,  if  exercised,  would  enable  them  to
exercise,   together  with  the  Convertible   Preferred   Stock,
approximately  42% of the total voting power of  the  Registrant.
The  Warrants  were issued in three separate series  representing
the  right  to purchase 1,000,000 common shares each at  exercise
prices  of  $21  per  share, $25 per share  and  $29  per  share,
respectively.   From  May 19, 1995, through  May  31,  1995,  the
Registrant's  common  shares have traded in the  NASDAQ  National
Market at prices ranging from approximately $21 to $22 per share.

      The  closing of the Merger Transactions follows preliminary
approval  of  a  consent  order reached with  the  Federal  Trade
Commission, pursuant to which the Registrant agreed to divest its
Petersr  U.S.  consumer water-soluble fertilizer business,  which
had  1994 sales of $7.2 million, before the end of December 1995.
The  Petersr commercial business will remain with the Registrant,
as  will  the U.S. consumer potting soil business. The Registrant
must  maintain  the Miracle-Gro Companies as a separate  business
unit  until  after completion of the divestiture of  the  Petersr
U.S. consumer water-soluble business, or the expiration of the 60-
day  waiting  period  before the Federal Trade  Commission  order
becomes final, whichever is later.

      On  May  19, 1995, the Registrant issued the press  release
attached as an exhibit hereto.

Item 7.        Financial Statements and Exhibits.

          (a)  Financial statements of business acquired.

  Reference  is  made to the Registrant's Registration  Statement
  on  Form S-4 (File No. 33-57595), which is incorporated  herein
  by  reference, for certain of the required historical financial
  statements  of  the Miracle-Gro Companies. Interim
  historical  financial  statements of the Miracle-Gro  Companies
  are  presently being prepared, and it is impracticable to  file
  such  statements  with  this  Current  Report.  Such  financial
  statements  will  be filed as soon as practicable  and  in  any
  event  not  later  than 60 days after the date  by  which  this
  Current Report is required to be filed.

     (b)  Pro forma financial information.

  The  required  pro  forma  financial information  is  presently
  being   prepared,  and  it  is  impracticable  to   file   such
  statements  with this Current Report. Such pro forma  financial
  statements  will  be filed as soon as practicable  and  in  any
  event  not  later  than 60 days after the date  by  which  this
  Current Report is required to be filed.

     (c)  Exhibits.

      Please see "Index to Exhibits" beginning at page 5 for
a list of the exhibits filed with this Current Report.



                           SIGNATURE

          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: May 31, 1995                By /s/ Craig D. Walley
                         Name:    Craig D. Walley
                         Title:   Vice President, General Counsel
                                  and Secretary



                        INDEX TO EXHIBITS


Exhibit            Description                   Location
No.
                                          
2(a)      Agreement and Plan of Merger    Incorporated herein by
          dated as of January 26, 1995,   reference to the
          among the Miracle-Gro           Registrant's
          Companies, the original         Registration Statement
          shareholders of the Miracle-    on Form S-4 (the
          Gro Companies, Registrant and   "Registrant's Form S-
          Merger Subsidiary               4") (File No. 33-57595)
                                          (Exhibit 2)
                                          
2(b)      Amended and Restated Agreement  Page 7
          and Plan of Merger dated as of
          May 19, 1995, among the
          Miracle-Gro Companies, the
          Hagedorn Partnership, the
          general partners of the
          Hagedorn Partnership, the
          Charity, Horace Hagedorn, John
          Kenlon, the Registrant and
          Merger Subsidiary
          
4(a)      Amended Articles of             Incorporated herein by
          Incorporation of the            reference to the Annual
          Registrant as filed with the    Report on Form
          Ohio Secretary of State on      10-K for the fiscal
          September 20, 1994 (including   year ended September
          the terms of the Class A        30, 1994 of the
          Convertible Preferred Stock of  Registrant (File No. 0-
          the Registrant)                 19768) (Exhibit 3(a))
                                          
4(b)      Certificate of Amendment by     Incorporated herein by
          Shareholders of the Articles    reference to the
          of Incorporation of the         Quarterly Report on
          Registrant as filed with the    Form 10-Q for the
          Ohio Secretary of State on May  fiscal quarter ended
          4, 1995                         April 1, 1995 of the
                                          Registrant (File No. 0-
                                          10768) (Exhibit 4(b))
                                          
4(c)      Regulations of the Registrant   Incorporated herein by
          (reflecting amendments adopted  reference to the
          by the shareholders of the      Quarterly Report on
          Registrant on April 6, 1995)    Form 10-Q for the
                                          fiscal quarter ended
                                          April 1, 1995 of the
                                          Registrant (File No. 0-
                                          10768) (Exhibit 4(c))
                                          

4(c)      Form of Series A Warrant        Included in Exhibit
                                          2(b) above
                                          
4(d)      Form of Series B Warrant        Included in Exhibit
                                          2(b) above
                                          
4(e)      Form of Series C Warrant        Included in Exhibit
                                          2(b) above
                                          
99(a)     Press release issued by the     Page 157
          Registrant on May 19, 1995




                                                           EXHIBIT 99(a)
                                                                 
    THE SCOTTS COMPANY MERGES WITH MIRACLE-GRO PRODUCTS, INC.
        TO JOIN LEADING BRANDS IN LAWN CARE AND GARDENING
                  _____________________________

MARYSVILLE, OH, May 19, 1995 -- The Scotts Company (NASDAQ: SCTT)
said  today that it had completed its previously announced merger
with  privately-held Stern's Miracle-Gro Products, Inc., bringing
together two of the strongest brand names in the lawn and  garden
industry.
      "We  are  delighted to be able to proceed with the  Scotts-
Miracle-Gro merger so that we can begin to leverage the  combined
potential of these two powerful brands," said Theodore  J.  Host,
President and Chief Executive Officer of Scotts.  "We expect  the
combination  to  create  a  more profitable  and  faster  growing
company  and  to  open  new international  market  opportunities.
Additionally,  we  see  the merger as clearly  and  appropriately
reinforcing  our position as a leading branded consumer  products
company."
     "The enthusiastic reaction of the market to this merger once
it was announced in January confirms the strategic nature of this
transaction," Mr. Host added.
     The merger was overwhelmingly approved at the annual meeting
of   Scotts  shareholders  on  April  6.   The  closing   follows
preliminary approval of a consent order reached with the  Federal
Trade  Commission, under which Scotts agreed to divest its Peters
U.S.  consumer water-soluble fertilizer business, which had  1994
sales  of  $7.2  million, before the end of December  1995.   The
Peters  commercial business will remain with The Scotts  Company,
as will the Peters U.S. Consumer potting soil business.
     Scotts must maintain Miracle-Gro as a separate business unit
until  after  completion of the divestiture of  the  Peters  U.S.
consumer water-soluble business, or the expiration of the  60-day
waiting  period before the FTC order becomes final, whichever  is
later.  The company said it had signed a definitive agreement  to
sell  Peters U.S. consumer water-soluble fertilizer business  for
approximately  $10  million  to  Alljack  &  Company  and   Celex
Corporation,  two  privately  held, related  companies  based  in
Plymouth,  Michigan.  As part of the agreement with  Alljack  and
Celex,  Scotts  will  enter into a supply agreement  for  certain
licensed products made by Peters.
      The  merger  joins the number one marketer of garden  plant
foods with the world's leading manufacturer of products for do-it-
yourself lawn care, commercial turf care and horticulture.
      Miracle-Gro,  based  in Port Washington,  NY,  markets  the
leading  brands of garden plant foods, Miracle-Gro  and  Miracid,
and  Scotts, headquartered in Marysville, Ohio, manufactures  and
sells  such  well-known  brands as Turf  Builder,  Osmocote,  and
Hyponex.   In addition to lawn care products, Scotts manufactures
and  sells  specialized  products  and  application  devices   to
professional  users  such as golf courses  and  the  horticulture
industry worldwide.



                                                 [CONFORMED COPY]

                            AMENDED AND RESTATED
                        AGREEMENT AND PLAN OF MERGER

                               dated as of

                              May  19, 1995

                                 among

                    STERN S MIRACLE-GRO PRODUCTS, INC.
                         STERN S NURSERIES, INC.
                     MIRACLE-GRO LAWN PRODUCTS INC.
                      MIRACLE-GRO PRODUCTS LIMITED

               (the "Miracle-Gro Constituent Companies")

                       HAGEDORN PARTNERSHIP, L.P.
                         COMMUNITY FUNDS, INC.
                            HORACE HAGEDORN
                              JOHN KENLON

                          (the "Shareholders")

                            JAMES HAGEDORN
                      KATHERINE HAGEDORN LITTLEFIELD
                            PAUL HAGEDORN
                            PETER HAGEDORN
                            ROBERT HAGEDORN
                            SUSAN HAGEDORN

                       (the "General Partners")

                          THE SCOTTS COMPANY

                              ("Scotts")

                                 and

                             ZYX CORPORATION

                         ("Merger Subsidiary")


                             TABLE OF CONTENTS

                                                                   Page

     AGREEMENT AND PLAN OF MERGER  . . . . . . . . . . . . . . . .   1

                                 ARTICLE I

                          THE MERGER TRANSACTIONS

     SECTION 1.01. The Merger Transactions; Effective
                   Time  . . . . . . . . . . . . . . . . . . . . .   2
             1.02. Closing   . . . . . . . . . . . . . . . . . . .   3
             1.03. Effect of the Merger Transactions   . . . . . .   3
             1.04. Conversion of Securities  . . . . . . . . . . .   3
             1.05. Surrender   . . . . . . . . . . . . . . . . . .   4
             1.06  Nurseries Liquidation   . . . . . . . . . . . .   5

                                 ARTICLE II

                         THE SURVIVING CORPORATION

     SECTION 2.01. Reincorporation   . . . . . . . . . . . . . . .   5
             2.02. Articles of Incorporation; Code of 
                   Regulations   . . . . . . . . . . . . . . . . .   5
             2.03. Directors and Officers  . . . . . . . . . . . .   6

                                ARTICLE III

                       REPRESENTATIONS AND WARRANTIES
       OF THE MIRACLE-GRO CONSTITUENT COMPANIES AND THE SHAREHOLDERS

     SECTION 3.01. Corporate Existence and Power   . . . . . . . .   6
             3.02. Organizational Documents  . . . . . . . . . . .   6
             3.03. Corporate Authorization   . . . . . . . . . . .   7
             3.04. Governmental Authorization  . . . . . . . . . .   7
             3.05. Non-Contravention   . . . . . . . . . . . . . .   7
             3.06. Capitalization  . . . . . . . . . . . . . . . .   8
             3.07. Financial Statements  . . . . . . . . . . . . .   9
             3.08. Disclosure Documents  . . . . . . . . . . . . .   9
             3.09. Absence of Certain Changes  . . . . . . . . . .   9
             3.10. No Undisclosed Material Liabilities   . . . . .  11
             3.11. Litigation  . . . . . . . . . . . . . . . . . .  11
             3.12. Taxes   . . . . . . . . . . . . . . . . . . . .  11
             3.13. ERISA   . . . . . . . . . . . . . . . . . . . .  12
             3.14. Trademarks, Patents and Copyrights  . . . . . .  14
             3.15. Material Contracts  . . . . . . . . . . . . . .  15
             3.16. Compliance with Laws  . . . . . . . . . . . . .  16
             3.17. Finders  Fees   . . . . . . . . . . . . . . . .  16
             3.18. Other Information   . . . . . . . . . . . . . .  16
             3.19. Environmental Compliance  . . . . . . . . . . .  16
             3.20. Stock Ownership   . . . . . . . . . . . . . . .  18

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES
                      OF SCOTTS AND MERGER SUBSIDIARY

     SECTION 4.01. Corporate Existence and Power   . . . . . . . .  18
             4.02. Organizational Documents  . . . . . . . . . . .  19
             4.03. Corporate Authorization   . . . . . . . . . . .  19
             4.04. Governmental Authorization  . . . . . . . . . .  19
             4.05. Non-Contravention   . . . . . . . . . . . . . .  19
             4.06. Capitalization  . . . . . . . . . . . . . . . .  20
             4.07. SEC Filings; Financial Statements   . . . . . .  21
             4.08. Absence of Certain Changes  . . . . . . . . . .  22
             4.09. No Undisclosed Material Liabilities   . . . . .  23
             4.10. Litigation  . . . . . . . . . . . . . . . . . .  23
             4.11. Taxes   . . . . . . . . . . . . . . . . . . . .  23
             4.12. ERISA   . . . . . . . . . . . . . . . . . . . .  24
             4.13. Trademarks, Patents and Copyrights  . . . . . .  26
             4.14. Material Contracts  . . . . . . . . . . . . . .  26
             4.15. Compliance with Laws  . . . . . . . . . . . . .  28
             4.16. Finders  Fees   . . . . . . . . . . . . . . . .  28
             4.17. Environmental Compliance  . . . . . . . . . . .  28
             4.18. Opinion of Financial Advisor  . . . . . . . . .  29

                                 ARTICLE V

                  COVENANTS OF THE MIRACLE-GRO CONSTITUENT
                       COMPANIES AND THE SHAREHOLDERS

     SECTION 5.01. Conduct of the Business of the Miracle-Gro
                       Constituent Companies . . . . . . . . . . .  29
             5.02. Access to Information; Confidentiality  . . . .  30
             5.03. Other Offers  . . . . . . . . . . . . . . . . .  31
             5.04. Notices of Certain Events   . . . . . . . . . .  31
             5.05. Certain Loans   . . . . . . . . . . . . . . . .  32

                                 ARTICLE VI

                     STANDSTILL AND VOTING PROVISIONS;
                          RESTRICTIONS ON TRANSFER

     SECTION 6.01. Certain Definitions   . . . . . . . . . . . . .  33
             6.02. Board of Directors  . . . . . . . . . . . . . .  34
             6.03. Rule 145  . . . . . . . . . . . . . . . . . . .  35
             6.04. Registration Rights   . . . . . . . . . . . . .  35
             6.05. Reservation of Shares   . . . . . . . . . . . .  35
             6.06. Standstill Restrictions   . . . . . . . . . . .  35
             6.07. Additional Standstill Restrictions  . . . . . .  36
             6.08. Voting  . . . . . . . . . . . . . . . . . . . .  37
             6.09. Restrictions on Transfers of Voting Stock
                   and Warrants  . . . . . . . . . . . . . . . . .  38
             6.10. Right of First Offer  . . . . . . . . . . . . .  39

                                ARTICLE VII

                 COVENANTS OF SCOTTS AND MERGER SUBSIDIARY

     SECTION 7.01. Conduct of the Business of Scotts   . . . . . .  40
             7.02. Access to Information; Confidentiality  . . . .  41
             7.03. Obligations of Merger Subsidiary  . . . . . . .  41
             7.04. Other Offers  . . . . . . . . . . . . . . . . .  41
             7.05. Notices of Certain Events   . . . . . . . . . .  42
             7.06. Proxy Statement and Shareholder Vote  . . . . .  42
             7.07. Director and Officer Indemnification  . . . . .  43
             7.08. Employee Benefits   . . . . . . . . . . . . . .  43
             7.09. Employee Stock Options  . . . . . . . . . . . .  44

                                ARTICLE VIII

                    COVENANTS OF SCOTTS, THE MIRACLE-GRO
                 CONSTITUENT COMPANIES AND THE SHAREHOLDERS
     SECTION 8.01. Best Efforts  . . . . . . . . . . . . . . . . .  44
             8.02. Certain Filings   . . . . . . . . . . . . . . .  44
             8.03. Public Announcements  . . . . . . . . . . . . .  44
             8.04. Further Assurances  . . . . . . . . . . . . . .  45
             8.05. Tax Matters   . . . . . . . . . . . . . . . . .  45
             8.06. Tax Treatment   . . . . . . . . . . . . . . . .  45
             8.07. Tax Gross-Up  . . . . . . . . . . . . . . . . .  46
             8.08. Consent Order   . . . . . . . . . . . . . . . .  47
             8.09. Conduct of the Business   . . . . . . . . . . .  47

                                 ARTICLE IX

                          CONDITIONS TO THE MERGER

     SECTION 9.01. Conditions to the Obligations of Each Party .  47
             9.02. Conditions to the Obligations of Scotts and
                       Merger Subsidiary . . . . . . . . . . . . .  48
             9.03. Conditions to the Obligations of the
                       Miracle-Gro Constituent
                   Companies and the Shareholders  . . . . . . . .  49

                                 ARTICLE X

                                TERMINATION

     SECTION 10.01.    Termination . . . . . . . . . . . . . . . .  50
             10.02.    Effect of Termination . . . . . . . . . . .  51

                                 ARTICLE XI

                         SURVIVAL; INDEMNIFICATION

     SECTION 11.01.    Survival  . . . . . . . . . . . . . . . . .  51
             11.02.    Indemnification . . . . . . . . . . . . . .  52
             11.03.    Procedures  . . . . . . . . . . . . . . . .  52

                                ARTICLE XII

                               MISCELLANEOUS

     SECTION 12.01.    Notices . . . . . . . . . . . . . . . . . .  53
             12.02.    Amendments; No Waivers  . . . . . . . . . .  54
             12.03.    Expenses; Taxes . . . . . . . . . . . . . .  55
             12.04.    Headings  . . . . . . . . . . . . . . . . .  55
             12.05.    Severability  . . . . . . . . . . . . . . .  55
             12.06.    Entire Agreement  . . . . . . . . . . . . .  55
             12.07.    Successors and Assigns  . . . . . . . . . .  55
             12.08.    Governing Law . . . . . . . . . . . . . . .  56
             12.09.    Counterparts; Effectiveness . . . . . . . .  56

     Schedule 1.04  -  Merger Consideration Allocation
     Schedule 2.03  -  Officers of the Surviving Corporation and New
                       Miracle Gro

     Annex A    - Terms of Class A Convertible Preferred
                  Stock
     Annex B    - Terms of Series A Warrant
     Annex C    - Terms of Series B Warrant
     Annex D    - Terms of Series C Warrant
     Annex E    - Registration Rights  
     Annex F    - Form of Employment Agreement of Horace Hagedorn,
                    John Kenlon and James Hagedorn [INTENTIONALLY OMITTED]
     Annex G    - Proposed Amendments to Scotts Articles of
                    Incorporation and Code of Regulations
     Annex H    - Form of Skadden, Arps, Slate, Meagher & Flom
                    Opinion [INTENTIONALLY OMITTED]


                           INDEX OF DEFINED TERMS

     1
     1994 Form 10-K  . . . . . . . . . . . . . . . . . . . . . . .  21

     A
     Affiliate . . . . . . . . . . . . . . . . . . . . . . . .  12, 33
     Applicable Corporate Statutes . . . . . . . . . . . . . . . . . 1
     Asset Transfer  . . . . . . . . . . . . . . . . . . . . . . . . 1
     Associate . . . . . . . . . . . . . . . . . . . . . . . . . .  33

     B
     Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . 9
     Balance Sheet Date  . . . . . . . . . . . . . . . . . . . . . . 9

     C
     CERCLA  . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
     Charity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Code  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Company Acquisition Proposal  . . . . . . . . . . . . . . . .  31
     Company Disclosure Schedule . . . . . . . . . . . . . . . . . . 9
     Company Material Adverse Effect . . . . . . . . . . . . . . . . 6
     Company Representatives . . . . . . . . . . . . . . . . . . .  41
     Company Securities  . . . . . . . . . . . . . . . . . . . . . . 8
     Consent Order . . . . . . . . . . . . . . . . . . . . . . . . . 2
     Convertible Preferred Stock . . . . . . . . . . . . . . . . . . 3
     Credit Agreement  . . . . . . . . . . . . . . . . . . . . . .  47
     CS First Boston . . . . . . . . . . . . . . . . . . . . . . .  16

     E
     Effective Time  . . . . . . . . . . . . . . . . . . . . . . . . 2
     Employee Plans  . . . . . . . . . . . . . . . . . . . . . . .  12
     Environmental Law . . . . . . . . . . . . . . . . . . . . . .  18
     ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     Excess Amount . . . . . . . . . . . . . . . . . . . . . . . .  46
     Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . 7

     G
     General Partners  . . . . . . . . . . . . . . . . . . . . . . . 1
     group . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

     H
     HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

     I
     Indemnified Party . . . . . . . . . . . . . . . . . . . . . .  52
     Indemnifying Party  . . . . . . . . . . . . . . . . . . . . .  52
     Intellectual Property Rights  . . . . . . . . . . . . . . . .  14

     L
     Lien  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     Loss  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52

     M
     Market Price    . . . . . . . . . . . . . . . . . . . . . . .  33
     Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Merger Consideration  . . . . . . . . . . . . . . . . . . . . . 3
     Merger Subsidiary . . . . . . . . . . . . . . . . . . . . . . . 1
     Merger Transactions . . . . . . . . . . . . . . . . . . . . . . 1
     Miracle-Gro Constituent Companies . . . . . . . . . . . . . . . 1
     Miracle-Gro Director  . . . . . . . . . . . . . . . . . . . .  34
     Miracle-Gro New York  . . . . . . . . . . . . . . . . . . . . . 1
     Miracle-Gro UK  . . . . . . . . . . . . . . . . . . . . . . . . 1
     Multiemployer Plan  . . . . . . . . . . . . . . . . . . . . .  12

     N
     New Jersey Law  . . . . . . . . . . . . . . . . . . . . . . . . 1
     New Miracle-Gro . . . . . . . . . . . . . . . . . . . . . . . . 5
     Notes Indenture . . . . . . . . . . . . . . . . . . . . . . .  47
     Nurseries . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

     O
     Ohio Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Original Merger Agreement . . . . . . . . . . . . . . . . . . . 1

     P
     Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     PBGC  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Pension Plans . . . . . . . . . . . . . . . . . . . . . . . .  13
     Permitted Transferee  . . . . . . . . . . . . . . . . . . . .  33
     Person  . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
     Plan Transfer Date  . . . . . . . . . . . . . . . . . . . . .  43
     Polluting Substance . . . . . . . . . . . . . . . . . . . . .  17

     R
     Reincorporation . . . . . . . . . . . . . . . . . . . . . . . . 5
     Registration Statement  . . . . . . . . . . . . . . . . . . .  42
     Release . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
     Retirement Plans  . . . . . . . . . . . . . . . . . . . . . .  12

     S
     Scotts      . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Scotts Acquisition Proposal . . . . . . . . . . . . . . . . .  42
     Scotts Balance Sheet  . . . . . . . . . . . . . . . . . . . .  23
     Scotts Benefit Arrangements . . . . . . . . . . . . . . . . .  25
     Scotts Common Stock . . . . . . . . . . . . . . . . . . . . . . 4
     Scotts Disclosure Documents . . . . . . . . . . . . . . . . .  21
     Scotts Disclosure Schedule  . . . . . . . . . . . . . . . . .  21
     Scotts Employee Plans . . . . . . . . . . . . . . . . . . . .  25
     Scotts Intellectual Property Rights . . . . . . . . . . . . .  26
     Scotts Material Adverse Effect  . . . . . . . . . . . . . . .  19
     Scotts Multiemployer Plan . . . . . . . . . . . . . . . . . .  24
     Scotts Pension Plans  . . . . . . . . . . . . . . . . . . . .  24
     Scotts Proxy Statement  . . . . . . . . . . . . . . . . . . . . 9
     Scotts Representatives  . . . . . . . . . . . . . . . . . . .  30
     Scotts Retirement Plans . . . . . . . . . . . . . . . . . . .  24
     Scotts Securities . . . . . . . . . . . . . . . . . . . . . .  20
     Scotts Shareholder Consent  . . . . . . . . . . . . . . . . .  19
     Scotts Shareholder Meeting  . . . . . . . . . . . . . . . . .  43
     SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
     Securities Act  . . . . . . . . . . . . . . . . . . . . . . . . 7
     Selling Shareholder . . . . . . . . . . . . . . . . . . . . .  39
     Series A Warrants . . . . . . . . . . . . . . . . . . . . . . . 3
     Series B Warrants . . . . . . . . . . . . . . . . . . . . . . . 3
     Series C Warrants . . . . . . . . . . . . . . . . . . . . . . . 3
     Shareholder Representative  . . . . . . . . . . . . . . . . .  34
     Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Smith Barney  . . . . . . . . . . . . . . . . . . . . . . . .  38
     Standstill Percentage . . . . . . . . . . . . . . . . . . . .  34
     Stock Sales . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     Straddle Periods  . . . . . . . . . . . . . . . . . . . . . .  45
     Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . .  20
     Surviving Corporation . . . . . . . . . . . . . . . . . . . . . 2

     T
     Target Amount . . . . . . . . . . . . . . . . . . . . . . . .  49
     Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . .  11
     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
     Total Voting Power  . . . . . . . . . . . . . . . . . . . . .  34
     Transfer Consideration  . . . . . . . . . . . . . . . . . . .  39
     Transfer Notice . . . . . . . . . . . . . . . . . . . . . . .  39

     V
     Voting Stock  . . . . . . . . . . . . . . . . . . . . . . . .  34
     Voting Stock Equivalents  . . . . . . . . . . . . . . . . . .  34

     W
     Warrants  . . . . . . . . . . . . . . . . . . . . . . . . . . . 3



                            AMENDED AND RESTATED
                        AGREEMENT AND PLAN OF MERGER

          AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as
     of May 19, 1995, among STERN S MIRACLE-GRO PRODUCTS INC., a New
     Jersey corporation (the  Company ), STERN S NURSERIES, INC., a
     New York corporation ( Nurseries ), MIRACLE-GRO LAWN PRODUCTS
     INC., a New York corporation ( Miracle-Gro New York ), MIRACLE-
     GRO PRODUCTS LIMITED, a New York corporation ( Miracle-Gro UK ,
     and collectively with the Company, Nurseries, Miracle-Gro New
     York and Miracle-Gro UK, the  Miracle-Gro Constituent
     Companies ), HAGEDORN PARTNERSHIP, L.P., a Delaware limited
     partnership (the "Partnership"), COMMUNITY FUNDS, INC. a New York
     not-for-profit corporation (the "Charity"), Horace Hagedorn, John
     Kenlon (the Partnership, the Charity, Messrs. Hagedorn and
     Kenlon, collectively the "Shareholders"), James Hagedorn,
     Katherine Hagedorn Littlefield, Paul Hagedorn, Peter Hagedorn,
     Robert Hagedorn, Susan Hagedorn (the "General Partners"), THE
     SCOTTS COMPANY, an Ohio corporation ( Scotts ), and ZYX
     CORPORATION, an Ohio corporation and a direct, wholly-owned
     subsidiary of Scotts ( Merger Subsidiary ).

          WHEREAS, on January 26, 1995, the Miracle-Gro Constituent
     Companies, Horace Hagedorn, John Kenlon, the General Partners,
     Scotts and Merger Subsidiary entered into an Agreement and Plan
     of Merger (the "Original Merger Agreement"); and

          WHEREAS, on May 1, 1995, the parties hereto executed
     Amendment No. 1 to the Original Merger Agreement; and

          WHEREAS, upon the terms and subject to the conditions of
     this Agreement and in accordance with the General Corporation Law
     of the State of Ohio (the  Ohio Law ) and the Business 
     Corporation Act of the State of New Jersey (the  New Jersey Law
     and together, the  Applicable Corporate Statutes ), the Miracle-
     Gro Constituent Companies and Scotts have agreed to effectuate a
     business combination transaction pursuant to which Merger
     Subsidiary will merge with and into the Company (the Merger)
     and, immediately subsequent to the Merger, Nurseries shall
     transfer substantially all of its assets, including but not
     limited to all intellectual property rights to the Company
     (the Asset Transfer ) and the shareholders of Miracle-Gro New
     York and Miracle-Gro UK will transfer all of the outstanding
     shares of capital stock of such companies to the Company
     (collectively, the Stock Sales  and, together with the Merger
     and the Asset Transfer, the  Merger Transactions ); and

          WHEREAS, the respective Boards of Directors of each of the
     Miracle-Gro Constituent Companies, Scotts and Merger Subsidiary
     have determined that the Merger Transactions are fair to and in
     the best interests of their respective companies and shareholders
     and have approved and adopted this Agreement and have approved
     the Merger Transactions and the other transactions contemplated
     hereby and recommended approval and adoption of the Original
     Merger Agreement and approval of the Merger Transactions by their
     respective shareholders and such shareholders have approved and
     adopted the Original Merger Agreement and approved the Merger
     Transactions; and

          WHEREAS, simultaneously herewith, Scotts is entering into an
     Agreement Containing Consent Order and an Agreement to Hold
     Separate (collectively, the "Consent Order") with the Federal
     Trade Commission; and

          WHEREAS, for federal income tax purposes, it is intended
     that each of the Merger Transactions qualify as a reorganization
     under the provisions of Section 368(a) of the Internal Revenue
     Code of 1986, as amended (the  Code );

          NOW, THEREFORE, in consideration of the foregoing and the
     respective representations, warranties, covenants and agreements
     set forth in this Agreement, the parties hereto agree as follows:

                                 ARTICLE I

                          THE MERGER TRANSACTIONS

          SECTION 1.01.  The Merger Transactions; Effective Time.
         (a)  Upon the terms and subject to the conditions set forth
     in this Agreement and in accordance with the Applicable Corporate
     Statutes, as soon as practicable after the satisfaction or, to
     the extent permitted hereunder, waiver of all conditions to the
     Merger Transactions set forth in Article IX, (i) Merger
     Subsidiary shall be merged with and into the Company, in
     accordance with Ohio Law and New Jersey Law, whereupon the
     separate existence of Merger Subsidiary shall cease and the
     Company shall be the surviving corporation (the "Surviving
     Corporation"), and (ii) immediately subsequent thereto, (x)
     Nurseries shall transfer substantially all of its assets,
     including but not limited to all intellectual property rights,
     but excluding its liabilities, to the Company, (y) the
     Partnership and John Kenlon shall transfer all of the outstanding
     capital stock of Miracle-Gro UK to the Company and (z) the
     Charity, the Partnership and John Kenlon shall transfer all of
     the outstanding capital stock of Miracle-Gro New York to the
     Company.

          (b)  As soon as practicable after satisfaction or, to the
     extent permitted hereunder, waiver of all conditions to the
     Merger Transactions set forth in Article IX, the Company and
     Merger Subsidiary will file certificates of merger with the
     Secretaries of State of the States of New Jersey and Ohio, in
     such forms as required by and executed in accordance with the
     provisions of, and shall make all other filings or recordings
     required, by the Applicable Corporate Statutes in connection with
     the Merger. The Merger shall become effective at such time as the
     applicable certificate of merger is duly filed with the Secretary
     of State of the applicable states or at such later time as is
     specified in such certificates of merger (the last such effective
     time being the Effective Time).

          (c)  From and after the Effective Time, the Surviving
     Corporation shall possess all the rights, privileges, powers and
     franchises and be subject to all of the restrictions,
     disabilities and duties of the Company and Merger Subsidiary, all
     as provided under the Applicable Corporate Statutes.

          SECTION 1.02.  Closing.  Unless this Agreement shall have
     been terminated and abandoned pursuant to Section 10.01 and
     subject to the satisfaction or, to the extent permitted 
     hereunder, waiver of the conditions set forth in Article IX, the
     consummation of the Merger Transactions will take place as
     promptly as practicable (and in any event within two business
     days) after satisfaction or waiver of the conditions set forth in
     Article IX, at the offices of Vorys, Sater, Seymour and Pease,
     52 East Gay Street, Columbus, Ohio, unless another date or place
     is agreed to in writing by the Company and Scotts.

          SECTION 1.03.  Effect of the Merger Transactions.  At the
     Effective Time, the effect of the Merger Transactions shall be as
     provided in the Applicable Corporate Statutes.  Without limiting
     the generality of the foregoing, and subject thereto, at the
     Effective Time, except as otherwise provided herein, all the
     property, rights, privileges, powers and franchises of the
     Company and Merger Subsidiary shall vest in the Surviving
     Corporation, and all debts, liabilities and duties of the Company
     and Merger Subsidiary shall become the debts, liabilities and
     duties of the Surviving Corporation.

          SECTION 1.04.  Conversion of Securities.

          (a)  At the effective time of the Merger, by virtue of the
     Merger and without any action on the part of the Company or any
     of the Shareholders, all issued and outstanding shares of capital
     stock of the Company immediately prior to the effective time of
     the Merger shall be converted into that number of shares of Class
     A Convertible Preferred Stock of Scotts set forth in Schedule
     1.04(a) having the terms set forth in Annex A attached hereto
     (the  Convertible Preferred Stock ), that number of Series A
     warrants of Scotts set forth in Schedule 1.04(a)  having the
     terms set forth in Annex B hereto (the  Series A Warrants), that
     number of Series B warrants of Scotts set forth in Schedule
     1.04(a) having the terms set forth in Annex C hereto (the Series
     B Warrants ), and that number of Series C warrants of Scotts set
     forth in Schedule 1.04(a) having the terms set forth in Annex D
     hereto (the  Series C Warrants  and, collectively with the Series
     A Warrants and the Series B Warrants, the  Warrants ), and such
     Convertible Preferred Stock, Series A Warrants, Series B Warrants
     and Series C Warrants (collectively, the  Merger Consideration )
     shall be legally and beneficially owned by the Shareholders as
     set forth in Schedule 1.04(a).  The holders of such certificates
     previously evidencing shares of capital stock of the Company
     outstanding prior to the effective time of the Merger shall cease
     to have any rights with respect to such shares of capital stock
     except as otherwise provided herein or by applicable law.

          (b)  Immediately following the Effective Time, the
     Partnership, the Charity and John Kenlon shall deliver to the
     Company certificates representing all of the shares of
     outstanding capital stock of Miracle-Gro New York (accompanied by
     stock powers properly executed in blank or other appropriate
     instruments of transfer), and shall receive, in consideration
     therefor, shares of Convertible Preferred Stock as set forth in
     Schedule 1.04(b), and such Merger Consideration shall be legally
     and beneficially owned by the Partnership, the Charity and John
     Kenlon, respectively.

          (c)  Immediately following the Effective Time the
     Partnership and John Kenlon shall deliver to the Company
     certificates representing all of the shares of outstanding
     capital stock of Miracle-Gro UK (accompanied by stock powers
     properly executed in blank or other appropriate instruments of
     transfer), and shall receive, in consideration therefor, shares
     of Convertible Preferred Stock as set forth in Schedule 1.04(c),
     and such Merger Consideration shall be legally and beneficially
     owned by the Partnership and John Kenlon, respectively.
         (d)  At the effective time of the Asset Transfer and in
     consideration therefor, Nurseries shall receive that number of
     shares of Convertible Preferred Stock set forth in Schedule
     1.04(d), and such Merger Consideration shall be legally and
     beneficially owned by Nurseries as set forth Schedule 1.04(d).

          (e)  Each share of capital stock held by the Company as
     treasury stock immediately prior to the Effective Time shall
     automatically be cancelled and extinguished without any
     conversion thereof, and no payment shall be made with respect
     thereto.

          (f)  Each share capital stock of Merger Subsidiary issued
     and outstanding immediately prior to the Effective Time shall be
     converted into and become one fully paid and non-assessable
     common share, without par value, of the Surviving Corporation
     with the same rights, powers and privileges as the shares so
     converted and shall constitute the only outstanding shares of
     capital stock of the Surviving Corporation.

          (g)  Notwithstanding the foregoing, the aggregate amount of
     Merger Consideration shall consist of (i) 195,000 shares
     representing $195 million face amount of Convertible Preferred
     Stock; (ii) Series A Warrants to purchase 1,000,000 common
     shares, without par value, of Scotts (the  Scotts Common Stock);
     (iii) Series B Warrants to purchase 1,000,000 shares of Scotts
     Common Stock and (iv) Series C Warrants to purchase 1,000,000
     shares of Scotts Common Stock.

          SECTION 1.05.  Surrender.  (a)  At the Effective Time, the
     holders of shares of capital stock of the Company outstanding
     immediately prior to the Effective Time shall be entitled to
     receive the Merger Consideration set forth opposite their names
     in Schedule 1.04(a) upon surrender to Scotts of all certificates
     which formerly represented all outstanding shares of capital
     stock of the Company.  At the Effective Time, the holders of
     shares of capital stock of Miracle-Gro New York and Miracle-Gro
     UK, respectively, shall be entitled to receive the Merger
     Consideration set forth opposite their names in Schedule 1.04(b)
     and Schedule 1.04(c), respectively, in exchange for certificates
     representing all outstanding shares of capital stock of Miracle-
     Gro New York and Miracle-Gro UK, respectively.  At the Effective
     Time, Nurseries shall be entitled to receive the Merger
     Consideration set forth in Schedule 1.04(d).

          (b)  After the Effective Time, the stock transfer books of
     the Company shall be closed, and there shall be no further
     registration of transfers of shares of capital stock of the
     Company on the records of any of the Company.  If, after the
     Effective Time, certificates representing shares of capital stock
     of the Company are presented to the Surviving Corporation, they
     shall be cancelled and exchanged for the Merger Consideration
     provided for, and in accordance with the procedures set forth,
     in this Article I.
 
          (c)  No dividends or other distributions declared or made
     after the Effective Time which have a record date after the
     Effective Time shall be paid to the holder of any unsurrendered
     certificates representing shares of capital stock of any Miracle-
     Gro Constituent Company with respect to the shares of Convertible
     Preferred Stock they are entitled to receive until such
     certificates shall have been surrendered in accordance with this
     Article I.
          SECTION 1.06.  Nurseries Liquidation.  Promptly following
     the Effective Time, Nurseries shall liquidate in accordance with
     New York law.

                                 ARTICLE II

                         THE SURVIVING CORPORATION

          SECTION 2.01.  Reincorporation.  Immediately after the
     Effective Time, the Surviving Corporation shall be merged with
     and into a newly-formed, wholly-owned subsidiary of the Surviving
     Corporation which shall be an Ohio corporation (New Miracle-
     Gro )(the  Reincorporation ).  The effect of the Reincorporation
     shall be as provided under Ohio Law and New Jersey Law. Without
     limiting the generality of the foregoing, and subject thereto, at
     the effective time of the Reincorporation, all the property,
     rights, privileges, powers and franchises of the Surviving
     Corporation shall vest in New Miracle-Gro, and all debts,
     liabilities and duties of the Surviving Corporation shall become
     the debts, liabilities and duties of New Miracle-Gro.  It is
     intended that the Reincorporation qualify as a reorganization
     under the provisions of Section 368(a)(1)(F) of the Code.

          SECTION 2.02.  Articles of Incorporation; Code of
     Regulations.  (a)  At the effective time of the Merger, the
     Certificate of Incorporation and the By-laws of the Company, as
     in effect immediately prior to such effective time, shall be the
     Certificate of Incorporation and the By-laws of the Surviving
     Corporation.

          (b)  At the effective time of the Reincorporation, the
     Articles of Incorporation and the Code of Regulations of New
     Miracle-Gro, as in effect immediately prior to such effective
     time, shall be the Articles of Incorporation and the Code of
     Regulations of New Miracle-Gro, except that the name of New
     Miracle-Gro shall be changed to Scotts Miracle-Gro Products, Inc.

          SECTION 2.03.  Directors and Officers.  From and after the
     respective effective times of the Merger and the Reincorporation,
     until successors are duly elected or appointed and qualified in
     accordance with applicable law, (i) the directors of the
     Surviving Corporation shall be the directors set forth on
     Schedule 2.03, and (ii) the officers of the Surviving Corporation
     and New Miracle-Gro shall be the officers set forth on Schedule 2.03.

                                ARTICLE III

                       REPRESENTATIONS AND WARRANTIES
         OF THE MIRACLE-GRO CONSTITUENT COMPANIES, THE SHAREHOLDERS
                          AND THE GENERAL PARTNERS

          As of January 26, 1995, each of the Miracle-Gro Constituent
     Companies, the Shareholders and the General Partners, jointly and
     severally, represent and warrant to Scotts and Merger Subsidiary
     that (provided, however, that the Charity does not make any
     representation or warranty as to the matters covered by Sections
     3.12 or 3.20 hereof):
          SECTION 3.01.  Corporate Existence and Power. Each of the
     Miracle-Gro Constituent Companies is a corporation duly
     organized, validly existing and in good standing under the laws
     of the jurisdiction of its incorporation or organization, and has
     all corporate powers and all governmental licenses,
     authorizations, consents and approvals required to own, lease and
     operate its properties and to carry on its business as now
     conducted or as heretofore conducted by the Miracle-Gro
     Constituent Companies, except to the extent the failure to have
     such powers, licenses, authorizations, consents or approvals
     would not, individually or in the aggregate, have a material
     adverse effect on the business, assets, results of operations or
     condition (financial or otherwise) of the Miracle-Gro Constituent
     Companies, taken as a whole (a  Company Material Adverse
     Effect ). Each of the Miracle-Gro Constituent Companies is duly
     qualified or licensed to do business as a foreign corporation,
     and is in good standing, in each jurisdiction where the character
     of the property owned or leased by it or the nature of its
     activities makes such qualification or licensing necessary,
     except for those jurisdictions where the failure to be so
     qualified or licensed and in good standing would not,
     individually or in the aggregate, have a Company Material Adverse
     Effect.

          SECTION 3.02.  Organizational Documents.  Each of the
     Miracle-Gro Constituent Companies has heretofore delivered to
     Scotts true and complete copies of  the certificate of
     incorporation and by-laws, or equivalent organizational
     documents, of such Miracle-Gro Constituent Company, in each case
     as currently in effect.  None of the Miracle-Gro Constituent
     Companies is in violation of any provision of its certificate of
     incorporation, by-laws or equivalent organizational documents,
     except for such violations that would not, individually or in the
     aggregate, have a Company Material Adverse Effect.

          SECTION 3.03.  Corporate Authorization.  The execution,
     delivery and performance by the Miracle-Gro Constituent Companies
     of this Agreement and the consummation by the Miracle-Gro
     Constituent Companies of the transactions contemplated hereby are
     within the corporate powers of each of the Miracle-Gro
     Constituent Companies and have been duly authorized by all
     necessary corporate action.  This Agreement constitutes a valid
     and binding agreement of  each of the Miracle-Gro Constituent
     Companies.  The Merger, the Stock Sales and the Asset Transfer,
     respectively, have been approved by the unanimous vote of all of
     the outstanding capital shares of each of the respective Miracle-
     Gro Constituent Companies.

          SECTION 3.04.  Governmental Authorization.  The execution,
     delivery and performance by the Miracle-Gro Constituent Companies
     and the Shareholders of this Agreement and the consummation of
     the transactions contemplated by the Agreement by the Miracle-Gro
     Constituent Companies require no consent, approval, authorization
     or permit of, or filing with or notification to any governmental
     or regulatory authority, except (A) for (i) the filing of
     certificates of merger and/or other appropriate merger documents
     in accordance with New Jersey Law and Ohio Law; (ii) compliance
     with any applicable requirements of the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976, as amended, and the rules and
     regulations thereunder (the  HSR Act ); (iii) compliance with any
     applicable provisions of the Securities Act of 1933, as amended,
     and the rules and regulations promulgated thereunder (the
     Securities Act ), state securities or  blue sky  laws and state
     takeover laws; (iv) compliance with any applicable requirements
     of the Securities Exchange Act of 1934, as amended, and the rules
     and regulations thereunder (the  Exchange Act ); and (v) any
     applicable requirements of non-United States competition,
     antitrust and investment laws and (B) where failure to obtain
     such consents, approvals, authorizations or permits, or to make
     such filings or notifications, would not prevent or delay the
     consummation of the Merger or otherwise prevent any Miracle-Gro
     Constituent Company from performing its obligations under this
     Agreement, and would not, individually or in the aggregate, have
     a Company Material Adverse Effect.

          SECTION 3.05.  Non-Contravention.  The execution, delivery
     and performance by the Miracle-Gro Constituent Companies and the
     Shareholders of this Agreement and the consummation by the
     Miracle-Gro Constituent Companies and the Shareholders of the
     transactions contemplated hereby do not and will not (i)
     contravene or conflict with the certificate of incorporation,
     by-laws or equivalent organizational documents of any Miracle-Gro
     Constituent Company; (ii) assuming compliance with the matters
     referred to in Section 3.04, contravene or conflict with or
     constitute a violation of any provision of any law, rule,
     regulation, judgment, injunction, order or decree binding upon or
     applicable to any Miracle-Gro Constituent Company or any
     Shareholder; (iii) constitute a default under or give rise to a
     right of termination, cancellation or acceleration of any right
     or obligation of any Miracle-Gro Constituent Company or to a loss
     of any benefit to which any Miracle-Gro Constituent Company is
     entitled under any provision of any agreement, contract or other
     instrument binding upon any Miracle-Gro Constituent Company or
     any license, franchise, permit or other similar authorization
     held by any Miracle-Gro Constituent Company; or (iv) result in
     the creation or imposition of any Lien on any asset of any
     Miracle-Gro Constituent Company, except, in the case of clauses
     (ii), (iii) and (iv), for any such conflicts, violations,
     defaults, breaches or other occurrences which would not prevent
     or delay consummation of the Merger, or otherwise prevent any
     Miracle-Gro Constituent Company from performing its obligations
     under this Agreement, and would not, individually or in the
     aggregate, have a Company Material Adverse Effect.  For purposes
     of this Agreement,  Lien  means, with respect to any asset, any
     mortgage, lien, pledge, charge, security interest or encumbrance
     of any kind in respect of such asset.

          SECTION 3.06.  Capitalization.  (a)  The authorized capital
     stock of the Company consists of 20,000 shares of Voting Common
     Stock, without par value, and 20,000 shares of Non-Voting Common
     Stock, without par value.  As of the date hereof there are, and
     as of the Effective Time there will be, outstanding 13,405 shares
     of Voting Common Stock and 13,405.284 shares of Non-Voting Common
     Stock. All outstanding shares of capital stock of the Company
     have been, and at the Effective Time will be, duly authorized and
     validly issued and are, and at the Effective Time will be, fully
     paid and nonassessable.

          (b)  The authorized capital stock of Miracle-Gro New York
     consists of 1,500 shares of Voting Common Stock, without par
     value, and 1,500 shares of Non-Voting Common Stock, without par
     value.  As of the date hereof there are, and as of the Effective
     Time there will be, outstanding 1,000 shares of Voting Common
     Stock and 999.8 shares of Non-Voting Common Stock. All
     outstanding shares of capital stock of Miracle-Gro New York have
     been, and at the Effective Time will be, duly authorized and validly
     issued and are, and at the Effective Time will be, fully
     paid and nonassessable.

          (c)  The authorized capital stock of Miracle-Gro UK consists
     of 20,000 shares of Voting Common Stock, without par value, and
     20,000 shares of Non-Voting Common Stock, without par value. As
     of the date hereof there are, and as of the Effective Time there
     will be, outstanding 4,997.274 shares of Voting Common Stock and
     4,997.106 shares of Non-Voting Common Stock.  All outstanding
     shares of capital stock of Miracle-Gro UK have been, and at the
     Effective Time will be, duly authorized and validly issued and
     are, and at the Effective Time will be, fully paid and
     nonassessable.

          (d)  Except as set forth in this Section, there are, and at
     the Effective Time will be, outstanding  (i) no shares of capital
     stock or other voting securities of any of the Miracle-Gro
     Constituent Companies, (ii) no securities of any of the Miracle-
     Gro Constituent Companies convertible into or exchangeable for
     shares of capital stock or voting securities of any of the
     Miracle-Gro Constituent Companies, and (iii) no options or other
     rights to acquire from any of the Miracle-Gro Constituent
     Companies, and no obligation of any of the Miracle-Gro
     Constituent Companies to issue, any capital stock, voting
     securities or securities convertible into or exchangeable for
     capital stock or voting securities of any of the Miracle-Gro
     Constituent Companies (the items in clauses (i), (ii) and (iii)
     being referred to collectively as the  Company Securities).
     There are, and at the Effective Time will be, no outstanding
     obligations of any of the Miracle-Gro Constituent Companies, to
     repurchase, redeem or otherwise acquire any Company Securities or
     make any material investment in any other Person.  None of the
     Miracle-Gro Constituent Companies has, or at the Effective Time
     will have, any Subsidiaries.   Subsidiary  means with respect to
     any of the Miracle-Gro Constituent Companies, any corporation or
     other entity of which securities or other ownership interests
     having ordinary voting power to elect a majority of the board of
     directors or other persons performing similar functions are
     directly or indirectly owned by any of the Miracle-Gro
     Constituent Companies.

          SECTION 3.07.  Financial Statements.  The audited combined
     financial statements of the Miracle-Gro Constituent Companies as
     of September 30, 1993 and 1994 and for the three fiscal years
     ended September 30, 1994, which have previously been provided to
     Scotts fairly present, in conformity with generally accepted
     accounting principles applied on a consistent basis (except as
     may be indicated in the notes thereto), the combined financial
     position of the Miracle-Gro Constituent Companies as of the dates
     thereof and their combined results of operations and changes in
     financial position for the periods then ended (subject to normal
     and recurring year-end adjustments in the case of any unaudited
     interim financial statements which were not, and are not
     expected, individually or in the aggregate, to be, material in
     amount).  For purposes of this Agreement,  Balance Sheet means
     the combined balance sheet of the Miracle-Gro Constituent
     Companies as of September 30, 1994  and  Balance Sheet Date
     means September 30, 1994.

          SECTION 3.08.  Disclosure Documents.  The information with
     respect to the Miracle-Gro Constituent Companies that the Company
     furnishes to Scotts in writing specifically for use in Scotts
     proxy or information statement (together with any amendments
     thereof, or supplements thereto, the  Scotts Proxy Statement)
     to be filed with the Securities and Exchange Commission (the SEC )
     in connection with the Merger Transactions will not, at the time
     of the filing of such Scotts Proxy Statement or at the time it is
     first mailed to the shareholders of Scotts, contain any untrue
     statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the
     statements made therein, in the light of the circumstances under
     which they were made, not misleading.

          SECTION 3.09.  Absence of Certain Changes.  Since the
     Balance Sheet Date and except as disclosed to Scotts in Section
     3.09 of the disclosure schedule previously delivered to Scotts by
     the Company (the  Company Disclosure Schedule ), the Miracle-Gro
     Constituent Companies have conducted their business only in the
     ordinary course consistent with past practice and there has not
     been:

               (a)  any event, occurrence or development of a state of
          circumstances or facts which has had or reasonably could be
          expected to have a Company Material Adverse Effect;

               (b)  any declaration, setting aside or payment of any
          dividend or other distribution with respect to any shares of
          capital stock of any of the Miracle-Gro Constituent
          Companies, or any repurchase, redemption or other
          acquisition by any Miracle-Gro Constituent Company of any
          outstanding shares of capital stock or other securities of,
          or other ownership interests in, any Miracle-Gro Constituent
          Company;

               (c)  any amendment of any material term of any
          outstanding security of any Miracle-Gro Constituent Company;

               (d)  any incurrence, assumption or guarantee by any
          Miracle-Gro Constituent Company of any indebtedness for
          borrowed money;

               (e)  any creation or assumption by any Miracle-Gro
          Constituent Company of any Lien on any material asset other
          than in the ordinary course of business consistent with past
          practices;

               (f)  any making of any loan, advance or capital
          contribution to or investment in any individual,
          corporation, partnership, limited liability company,
          association, trust or other entity or organization,
          including a government or political subdivision or any
          agency or instrumentality thereof (each, a  Person ), other
          than loans, advances or capital contributions to or
          investments in any Miracle-Gro Constituent Company made in
          the ordinary course of business consistent with past
          practices;

               (g)  any transaction or commitment made, or any
          contract or agreement entered into, by any Miracle-Gro
          Constituent Company relating to its assets or business
          (including the acquisition or disposition of any assets) or
          any relinquishment by any Miracle-Gro Constituent Company of
          any contract or other right, in either case, material to the
          Miracle-Gro Constituent Companies, taken as a whole, other
          than transactions and commitments in the ordinary course of
          business consistent with past practice and those
          contemplated by this Agreement;

               (h)  any change in any method of accounting or
          accounting practice by any Miracle-Gro Constituent Company,
          except for any such change required by reason of a
          concurrent change in generally accepted accounting
          principles;

               (i)  any (i) grant of any severance or termination pay
          to any director, officer,  employee or agent of any Miracle-
          Gro Constituent Company, (ii) entering into of any
          employment, deferred compensation or other similar agreement
          (or any amendment to any such existing agreement) with any
          director, officer, employee or agent of any Miracle-Gro
          Constituent Company, (iii) increase in benefits payable
          under any existing severance or termination pay policies or
          employment agreements or (iv) increase in compensation,
          bonus or other benefits payable to directors, officers,
          employees or agents of any Miracle-Gro Constituent Company,
          other than in the ordinary course of business consistent
          with past practice or, in the case of employment agreements,
          as contemplated by Section 9.02(v); or

               (j)  any labor dispute, other than routine individual
          grievances, or any activity or proceeding by a labor union
          or representative thereof to organize any employees of any
          Miracle-Gro Constituent Company, which employees were not
          subject to a collective bargaining agreement at the Balance
          Sheet Date, or any lockouts, strikes, slowdowns, work
          stoppages or threats thereof by or with respect to such
          employees.

          SECTION 3.10.  No Undisclosed Material Liabilities. Except
          as and to the extent set forth in the Balance Sheet or as
     otherwise set forth in Section 3.10 of the Company Disclosure
     Schedule, none of the Miracle-Gro Constituent Companies had any
     liability or obligation of any nature (whether accrued,
     contingent, absolute, determined, determinable or otherwise) that
     (i) would be required to be reflected on a combined balance sheet
     of the Miracle-Gro Constituent Companies (including the notes
     thereto) or (ii) would have, or could reasonably be likely to
     have, individually or in the aggregate, a Company Material
     Adverse Effect.

          SECTION 3.11.  Litigation.  Except as set forth in Section
     3.11 of the Company Disclosure Schedule, there is no claim,
     action, suit, investigation or proceeding pending against or, to
     the knowledge of the Company or the Shareholders, threatened
     against any of the Miracle-Gro Constituent Companies or any of
     their respective properties before any court or arbitrator or any
     governmental body, agency or official which, individually or in
     the aggregate, would reasonably be likely to have a Company
     Material Adverse Effect or would reasonably be likely to impair
     the ability of any Miracle-Gro Constituent Company to consummate
     the Merger Transactions or the other transactions contemplated by
     this Agreement.

          SECTION 3.12.  Taxes.  Each of the Miracle-Gro Constituent
     Companies has timely filed all federal, state, local and foreign
     income, gross income, gross receipts, gains, premium, sales, use,
     ad valorem, transfer, franchise, profits, withholding, payroll,
     employment, excise, severance, stamp, occupation, license, lease,
     environmental, customs, duties, property, windfall profits and
     all other tax returns, statements, reports and forms (the Tax
     Returns ) required to be filed with the appropriate tax authority
     through the date hereof, the failure of which to file would
     result in a Company Material Adverse Effect, and shall timely
     file all such Tax Returns required to be filed on or before the
     Effective Time.  To the best knowledge of the Company and the
     Shareholders, such Tax Returns are and will be true, correct and
     complete in all material respects.  Each of the Miracle-Gro
     Constituent Companies has paid and discharged all federal, state,
     local and foreign Taxes due from them, other than such Taxes that
     are adequately reserved as shown on the Balance Sheet. Neither
     the Internal Revenue Service nor any other taxing agency or
     authority, domestic or foreign, is now asserting or, to the best
     knowledge of the Company and the Shareholders, threatening to
     assert against any of the Miracle-Gro Constituent Companies any
     material deficiency or claim for additional Taxes.  There are no
     unexpired waivers by any of the Miracle-Gro Constituent Companies
     of any statutes of limitations with respect to Taxes which,
     individually or in the aggregate would have a Company Material
     Adverse Effect.  The accruals and reserves for Taxes reflected in
     the Balance Sheet are adequate for the periods covered. Each of
     the Miracle-Gro Constituent Companies has withheld or collected
     and paid over to the appropriate governmental authorities or is
     properly holding for such payment all Taxes required by law to be
     withheld or collected, except to the extent that the failure to
     so withhold or collect and pay would not, individually or in the
     aggregate, have a Company Material Adverse Effect.  There are no
     Liens for Taxes upon the assets of any of the Miracle-Gro
     Constituent Companies, which, individually or in the aggregate
     would have a Company Material Adverse Effect or other than Liens
     for current Taxes not yet due and payable.  None of the Miracle-
     Gro Constituent Companies has agreed to make, or is required to
     make, any adjustment under Section 481(a) of the Code.  None of
     the Miracle-Gro Constituent Companies is a party to any
     agreement, contract, arrangement or plan that has resulted, or
     could result, individually or in the aggregate, in the payment of
     excess parachute payments  within the meaning of Section 280G of
     the Code.  Each of the Miracle-Gro Constituent Companies, other
     than Nurseries, was, at all times from January 1, 1985 to May 1,
     1995, an S corporation within the meaning of Section 1361(a)(1)
     of the Code (or the corresponding provisions of preceding law)
     and during such period was not subject to the tax imposed on
     certain built-in gains under Section 1374 of the Code or the tax
     imposed under Section 1375 of the Code.  For purposes of this
     Agreement,  Taxes  shall mean all taxes, charges and other
     assessments, including any interest, penalties or additions to
     tax with respect thereto.  For purposes of this Section 3.12
     only, a Company Material Adverse Effect shall mean a Loss (as
     hereafter defined) in excess of $500,000.

          SECTION 3.13.  ERISA.  (a)  Section 3.13(a) of the Company
     Disclosure Schedule includes a list identifying each employee
     benefit plan,  as defined in Section 3(3) of the Employee
     Retirement Income Security Act of 1974 ( ERISA ), which (i) is
     subject to any provision of ERISA and (ii) is maintained,
     administered or contributed to by any Miracle-Gro Constituent
     Company or any affiliate (as defined below) and covers any
     employee or former employee of any Miracle-Gro Constituent
     Company or any affiliate or under which any Miracle-Gro
     Constituent Company or any affiliate has any liability. Copies
     of such plans (and, if applicable, related trust agreements) and
     all amendments thereto and written interpretations thereof have
     been furnished to Scotts together with (x) the three most recent
     annual reports (Form 5500 including, if applicable, Schedule B
     thereto) prepared in connection with any such plan and (y) the
     most recent actuarial valuation report prepared in connection
     with any such plan.  Such plans are referred to collectively
     herein as the  Employee Plans.   For purposes of this Section,
     affiliate  of any Person means any other Person which, together
     with such Person, would be treated as a single employer under
     Section 414 of the Code.  The only Employee Plans which
     individually or collectively would constitute an  employee
     pension benefit plan  as defined in Section 3(2) of ERISA (the
     Pension Plans ) are identified as such in the list referred to
     above.  The Company has provided Scotts with complete age,
     salary, service and related data as of December 31, 1994 for
     employees and former employees of each of the Miracle-Gro
     Constituent Companies and any affiliate covered under the Pension
     Plans.

          (b)  Except as otherwise identified in Section 3.13(b) of
     the Company Disclosure Schedule, no Employee Plan constitutes a
     multiemployer plan , as defined in Section 3(37) of ERISA (a
     Multiemployer Plan ), and no Employee Plan is maintained in
     connection with any trust described in Section 501(c)(9) of the
     Code.  The only Employee Plans that are subject to Title IV of
     ERISA (the  Retirement Plans ) are identified in the list of such
     Employee Plans heretofore provided to Scotts by the Company. As
     of the Balance Sheet Date, the fair market value of the assets of
     each Retirement Plan (excluding for these purposes any accrued
     but unpaid contributions) exceeded the present value of all
     benefits accrued under such Retirement Plan determined on a
     termination basis using the assumptions established by the
     Pension Benefit Guaranty Corporation (the  PBGC ) as in effect on
     such date.  No  accumulated funding deficiency,  as defined in
     Section 412 of the Code, has been incurred with respect to any
     Pension Plan, whether or not waived.  The Company and the
     Shareholders know of no  reportable event,  within the meaning of
     Section 4043 of ERISA for which the 30-day notice requirement to
     the PBGC has not been waived, and no event described in Section
     4041, 4042, 4062 or 4063 of ERISA has occurred in connection with
     any Employee Plan, other than a  reportable event  that,
     individually or in the aggregate, will not have a Company
     Material Adverse Effect.  No condition exists and no event has
     occurred that would constitute grounds for termination of any
     Retirement Plan or, with respect to any Employee Plan which is a
     Multiemployer Plan, presents a material risk of a complete or
     partial withdrawal under Title IV of ERISA and neither any
     Miracle-Gro Constituent Company nor any of their respective
     affiliates has incurred any material liability under Title IV
     of ERISA arising in connection with the termination of, or complete
     or partial withdrawal from, any plan covered or previously
     covered by Title IV of ERISA.  If a  complete withdrawal  by any
     Miracle-Gro Constituent Company and all of its respective 
     affiliates were to occur as of the Effective Time with respect to
     all Employee Plans which are Multiemployer Plans, neither any
     Miracle-Gro Constituent Company nor any such affiliate would
     incur any material withdrawal liability under Title IV of ERISA.
     To the Company s and the Shareholders  knowledge, nothing done or
     omitted to be done and no transaction or holding of any asset
     under or in connection with any Employee Plan has or will make
     any Miracle-Gro Constituent Company or any officer or director of
     any Miracle-Gro Constituent Company subject to any liability
     under Title I of ERISA or liable for any tax pursuant to Section
     4975 of the Code that could, individually or in the aggregate,
     have a Company Material Adverse Effect.

          (c)  Each Employee Plan which is intended to be qualified
     under Section 401(a) of the Code is so qualified and has been so
     qualified during the period from its adoption to date, and each
     trust forming a part thereof is exempt from tax pursuant to
     Section 501(a) of the Code.  The Company has furnished to Scotts
     copies of the most recent Internal Revenue Service determination
     letters with respect to each such Plan.  Each Employee Plan has
     been maintained in material compliance with its terms and with
     the requirements prescribed by any and all statutes, orders,
     rules and regulations, including but not limited to ERISA and the
     Code, which are applicable to such Plan.

          (d)  There is no contract, agreement, plan or arrangement
     covering any employee or former employee of any Miracle-Gro
     Constituent Company or any affiliate that, individually or
     collectively, could give rise to the payment of any amount that
     would not be deductible pursuant to the terms of Sections
     162(a)(1) or 280G of the Code.

          (e)  Section 3.13(e) of the Company Disclosure Schedule sets
     forth a list of each employment, severance or other similar
     contract, arrangement or policy and each plan or arrangement
     (written or oral) providing for insurance coverage (including any
     self-insured arrangements), workers  compensation, disability
     benefits, supplemental unemployment benefits, vacation benefits,
     retirement benefits or for deferred compensation, profit-sharing,
     bonuses, stock options, stock appreciation or other forms of
     incentive compensation or post-retirement insurance, compensation
     or benefits which (i) is not an Employee Plan, (ii) is entered
     into, maintained or contributed to, as the case may be, by any of
     the Miracle-Gro Constituent Companies or any of their respective
     affiliates and (iii) covers any employee or former employee of
     any of the Miracle-Gro Constituent Companies or any of their
     respective affiliates.  Such contracts, plans and arrangements as
     are described above, copies or descriptions of all of which have
     been furnished previously to Scotts are referred to collectively
     herein as the  Benefit Arrangements.   Each Benefit Arrangement
     has been maintained in substantial compliance with its terms and
     with the requirements prescribed by any and all statutes, orders,
     rules and regulations that are applicable to such Benefit
     Arrangement.

          (f)  The excess of the present value of the projected
     liability in respect of post-retirement health and medical
     benefits for retired employees of any Miracle-Gro Constituent
     Companies and their respective affiliates, determined using
     assumptions that are reasonable in the aggregate, over the fair
     market value of any fund, reserve or other assets segregated for
     the purpose of satisfying such liability (including for such
     purposes any fund established pursuant to Section 401(h) of the
     Code) does not in the aggregate exceed $1,000,000.  No condition
     exists that would prevent any Miracle-Gro Constituent Company
     from amending or terminating any Employee Plan or Benefit
     Arrangement providing health or medical benefits in respect of
     any active employee of any of the Miracle-Gro Constituent
     Companies other than limitations imposed under the terms of a
     collective bargaining agreement.

          (g)  Except as set forth in Section 3.13(g) of the Company
     Disclosure Schedule, no Miracle-Gro Constituent Company is a party
     to or subject to any union contract or any employment contract or
     arrangement providing for annual future compensation of $50,000
     or more with any officer, consultant, director or employee.

          (h)  The consummation of the transactions contemplated
     hereby will not result in any material acceleration of benefits,
     or the modification of the terms of any benefits, payable to or
     for the benefit of any officer, director or employee of any
     Miracle-Gro Constituent Company, including any acceleration of
     vesting of stock options or any changes in any amounts or timing
     of any amounts payable under any incentive arrangement.

          SECTION 3.14.  Trademarks, Patents and Copyrights.
     (a) Section 3.14(a) of the Company Disclosure Schedule sets forth
     a true and complete list of (i) all patents, patent rights,
     trademarks, trademark rights, trade names, copyrights, service
     marks, trade secrets, applications for trademarks and for service
     marks, know-how and other proprietary rights and information used
     or held for use in connection with the business of the Miracle-
     Gro Constituent Companies (collectively, "Intellectual Property
     Rights") and (ii) all licenses, commitments and other agreements
     to which any Miracle-Gro Constituent Company is a party providing
     for the license of any Intellectual Property Rights to or from
     any other Person.

          (b)  Except as set forth in Section 3.14(b) of the Company
     Disclosure Schedule, the Miracle-Gro Constituent Companies own or
     possess adequate licenses or other rights to use all of the
     Intellectual Property Rights; there are no Intellectual Property
     Rights necessary for use in connection with the business of the
     Miracle-Gro Constituent Companies which are not owned or
     possessed by the Miracle-Gro Constituent Companies or which, upon
     completion of the Merger Transactions, will not be owned or
     possessed by the Company; and neither the Company nor the
     Shareholders is aware of any assertion or claim challenging the
     validity of any of the Intellectual Property Rights; and the
     conduct of the business of the Miracle-Gro Constituent Companies,
     to the best knowledge of the Company and the Shareholders, does
     not conflict in any way with any patent, patent right, license,
     trademark, trademark right, trade name, trade name right, service
     mark or copyright of any third party.  To the best knowledge of
     the Company and the Shareholders, there are no infringements of
     any proprietary rights owned by or licensed by or to any Miracle-
     Gro Constituent Company that individually or in the aggregate
     would have a Company Material Adverse Effect.

          SECTION 3.15.  Material Contracts.  (a)  Except for
     agreements, contracts, plans, leases, arrangements or commitments
     (in each case, oral or written) set forth in Section 3.15(a) of
     the Company Disclosure Schedule, no Miracle-Gro Constituent
     Company is a party to or subject to:

                    (i)  any lease providing for annual rental
               payments of $50,000 or more;

                    (ii)  any contract for the purchase of materials,
               supplies, goods, services, equipment or other assets
               providing for annual payments by any Miracle-Gro
               Constituent Company of $50,000 or more;

                    (iii)  any sales, distribution or other similar
               agreement providing for the sale by any Miracle-Gro
               Constituent Company of materials, supplies, goods,
               services, equipment or other assets that provides for
               annual payments to any Miracle-Gro Constituent Company
               of $100,000 or more;

                    (iv)  any partnership, joint venture or other
               similar contract arrangement or agreement;

                    (v)  any contract relating to indebtedness for
               borrowed money or the deferred purchase price of
               property (whether incurred, assumed, guaranteed or
               secured by any asset), except contracts relating to
               indebtedness incurred in the ordinary course of
               business in an amount not exceeding $25,000;

                    (vi)  any license agreement, franchise agreement
               or agreement in respect of similar rights granted to or
               held by any Miracle-Gro Constituent Company;

                    (vii)  any agency, dealer, sales representative or
               other similar agreement;

                    (viii)  any contract or other document that
               substantially limits the ability of any Miracle-Gro
               Constituent Company to compete in any line of business
               or with any Person or in any area or which would so
               restrict any of the Miracle-Gro Constituent Companies
               after the Effective Time; or

                    (ix)  any other contract or commitment not made in
               the ordinary course of business that is material to the
               Company or any other Miracle-Gro Constituent Company.

          (b)  Each agreement, contract, lease, arrangement and
     commitment disclosed in Section 3.15(a) of the Company Disclosure
     Schedule or required to be disclosed pursuant to this Section is
     a valid and binding agreement of such Miracle-Gro Constituent
     Company and is in full force and effect, and neither any Miracle-
     Gro Constituent Company nor, to the knowledge of the Company and
     the Shareholders, any other party thereto is in default in any
     material respect under the terms of any such agreement, contract,
     plan, lease arrangement or commitment.

          SECTION 3.16.  Compliance with Laws.  No Miracle-Gro
     Constituent Company is in violation of, or has violated, any
     applicable provisions of any laws, rules, statutes, ordinances or
     regulations, except for violations that would not, individually
     or in the aggregate, have a Company Material Adverse Effect.

          SECTION 3.17.  Finders  Fees. No investment banker, broker,
     finder or other intermediary (other than CS First Boston
     Corporation ( CS First Boston )) has been retained by, or
     authorized to act on behalf of, any Miracle-Gro Constituent
     Company and entitled to any fee or commission in connection with
     the Merger Transactions or the transactions contemplated by this
     Agreement.  The Company has previously furnished to Scotts a
     complete and correct copy of all agreements between CS First
     Boston and any Miracle-Gro Constituent Company (or any
     Shareholder) pursuant to which such firm would be entitled to any
     payment relating to the Merger Transactions or the transactions
     contemplated by this Agreement.

          SECTION 3.18.  Other Information. The statements contained
     in the documents and certificates furnished or to be furnished by
     any of the Miracle-Gro Constituent Companies or the Shareholders
     pursuant to this Agreement and in connection with the
     transactions contemplated by this Agreement, when considered in
     their entirety and taking into account all subsequent
     corrections, modifications and amplifications of previously
     delivered information, do not contain any untrue statement of a
     material fact or omit to state a material fact necessary in order
     to make the statements contained therein not misleading.
     Notwithstanding anything herein to the contrary, none of the
     Miracle-Gro Constituent Companies nor any Shareholder makes any
     representation or warranty regarding any financial projection
     relating to the Company and/or the other Miracle-Gro Constituent
     Companies or any other indications of future financial
     performance or results of any Miracle-Gro Constituent Company.

          SECTION 3.19.  Environmental Compliance.  Except as set
     forth in Section 3.19 of the Company Disclosure Schedule:

          (a)  No written notice, notification, demand, request for
     information, citation, summons, complaint or order has been
     issued or filed, no penalty has been assessed and no
     investigation or review is pending, or to the knowledge of the
     Company or the Shareholders, after due inquiry, threatened by any
     governmental or other entity, and there are no existing orders,
     decrees or agreements in effect or, to the knowledge of the
     Company or the Shareholders, after due inquiry, threatened, (i)
     with respect to any alleged material violation of any
     Environmental Law (as hereafter defined) in connection with the
     conduct of the business of any of the Miracle-Gro Constituent
     Companies (for purposes of this Section 3.19, the Miracle-Gro
     Constituent Companies shall include any predecessor of any of the
     Miracle-Gro Constituent Companies) or (ii) with respect to any
     alleged failure to have any permit, certificate, license,
     approval, registration or authorization required by any
     Environmental Law in connection with the conduct of the business
     of the Miracle-Gro Constituent Companies or (iii) with respect to
     any generation, treatment, storage, recycling, transportation,
     disposal or release (including a release as defined in 42 USC
     SECTION 9601) ( Release ) of any polluting material, including
     petroleum, its derivatives, by-products and other hydrocarbons
     ( Polluting Substance ).

          (b)(i)  No Miracle-Gro Constituent Company has, other than
     as a generator, handled any Polluting Substance, on any property
     now or previously owned or leased by any Miracle-Gro Constituent
     Company; (ii) no asbestos is present at any property now or
     previously owned or leased by any Miracle-Gro Constituent
     Company; (iii) there are no underground storage tanks currently
     in use or, to the knowledge of the Company or the Shareholders,
     abandoned at any property now or previously owned or leased by
     any Miracle-Gro Constituent Company which have been used to store
     or have contained a substance which is regulated by Environmental
     Laws or which, if Released into the environment, would result in
     pollution, (iv) there has been no Release of a Polluting
     Substance with respect to which any of the Miracle-Gro
     Constituent Companies may reasonably be required to perform
     investigation or remediation, other than routine spills and leaks
     which are addressed in the ordinary course of business, at, on or
     under any property now or previously owned or leased by any
     Miracle-Gro Constituent Company and (v) no Hazardous Substance
     (as defined in the Comprehensive Environmental Response,
     Compensation and Liability Act of 1980, as amended ( CERCLA )) is
     present in a reportable or threshold planning quantity, where
     such a quantity has been established by statute, ordinance, rule,
     regulation or order, at, on or under any property now or
     previously owned by any Miracle-Gro Constituent Company.

          (c)  To the knowledge of the Company and the Shareholders,
     no Miracle-Gro Constituent Company has transported or arranged
     for the transportation (directly or indirectly) of any Hazardous
     Substance (as defined in CERCLA) to any location which is listed
     or proposed for listing on the nationwide priorities list
     established under CERCLA or on any similar state list.

          (d)  To the knowledge of the Company and the Shareholders,
     no oral or written notification of a Release of a Hazardous
     Substance (as defined in CERCLA) has been filed by or on behalf
     of any Miracle-Gro Constituent Company, and no property now or
     previously owned or leased by any Miracle-Gro Constituent Company
     is listed, or to the knowledge of the Company or the
     Shareholders, proposed for listing, on the National Priorities
     List promulgated pursuant to CERCLA.

          (e)  There are no environmental Liens on any asset of any
     Miracle-Gro Constituent Company and no government actions have
     been taken or are in process which could subject any of such
     assets to such Liens.

          (f)  Except as set forth in Section 3.19(f) of the Company
     Disclosure Schedule, there have been no material environmental
     investigations, studies, audits, tests, reviews or other analyses
     conducted by or which are in the possession of any of the
     Miracle-Gro Constituent Companies in relation to any property or
     facility now or previously owned or leased by any Miracle- Gro
     Constituent Company.

          (g)  For purposes of this Agreement,  Environmental Law
     means all applicable Federal, state and local laws, rules and
     regulations, including common law, orders decrees, permits and
     other binding requirements relating to pollution, the
     preservation of the environment and Releases of pollutants into
     the environment or the workplace.

          SECTION 3.20  Stock Ownership.  Immediately following the
     Effective Time, the Shareholders shall deliver to the Company all
     of the outstanding capital stock of, or other ownership interest
     in, Miracle-Gro UK and Miracle-Gro New York free and clear of any
     Lien and free of any other limitation or restriction on the right
     to vote, sell or otherwise dispose of such capital stock or other
     ownership interest, and at such time there will be no options or
     other rights to acquire from the Company, or of Miracle-Gro UK or
     Miracle-Gro New York to issue, any capital stock, voting
     securities or other ownership interests in, or any securities
     convertible into or exchangeable for any capital stock, voting
     securities or ownership interest in, Miracle-Gro UK or Miracle-
     Gro New York, respectively.

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES
                      OF SCOTTS AND MERGER SUBSIDIARY
          As of January 26, 1995, Scotts and Merger Subsidiary,
     jointly and severally, represent and warrant to the Miracle-Gro
     Constituent Companies and the Shareholders that:

          SECTION 4.01.  Corporate Existence and Power.  Each of
     Scotts and Merger Subsidiary is a corporation duly incorporated,
     validly existing and in good standing under the laws of the
     jurisdiction of its incorporation or organization, and has all
     corporate powers and all governmental licenses, authorizations,
     consents and approvals required to own, lease and operate its
     properties and to carry on its business as now conducted except
     to the extent the failure to have such powers, licenses,
     authorizations, consents or approvals would not, individually or
     in the aggregate, have a material adverse effect on the business,
     assets, results of operations or condition (financial or
     otherwise) of Scotts and its consolidated Subsidiaries, taken as
     a whole (a  Scotts Material Adverse Effect ).  Each of Scotts and
     Merger Subsidiary is duly qualified or licensed to do business as
     a foreign corporation, and is in good standing, in each
     jurisdiction where the character of the property owned or leased
     by it or the nature of its activities makes such qualification or
     licensing necessary, except for those jurisdictions where the
     failure to be so qualified or licensed and in good standing would
     not, individually or in the aggregate, have a Scotts Material
     Adverse Effect.  Since the date of its incorporation, Merger
     Subsidiary has not engaged in any activities other than in
     connection with or as contemplated by this Agreement or in
     connection with arranging any financing required to consummate
     the transactions contemplated hereby.

          SECTION 4.02.  Organizational Documents.  Scotts has
     heretofore delivered to the Company true and complete copies of
     the Articles of Incorporation and Code of Regulations of Scotts,
     Merger Subsidiary and New Miracle-Gro, in each case as currently
     in effect.  Neither Scotts nor Merger Subsidiary is in violation
     of any provision of its Articles of Incorporation or Code of
     Regulations, except for such violations that would not,
     individually or in the aggregate, have a Scotts Material Adverse
     Effect.

          SECTION 4.03.  Corporate Authorization.  The execution,
     delivery and performance by Scotts and Merger Subsidiary of this
     Agreement and the consummation by Scotts and Merger Subsidiary of
     the transactions contemplated hereby are within the corporate
     powers of each of Scotts and Merger Subsidiary and have been duly
     authorized by all necessary corporate action (other than the
     required approval by Scotts  shareholders of the matters set
     forth in Sections 9.01(iii) and (iv) (the  Scotts Shareholder
     Consent ).  This Agreement constitutes a valid and binding
     agreement of Scotts and Merger Subsidiary.

          SECTION 4.04.  Governmental Authorization.  The execution,
     delivery and performance by Scotts and Merger Subsidiary of this
     Agreement and the consummation by Scotts and Merger Subsidiary of
     the transactions contemplated by the Agreement require no
     consent, approval, authorization or permit of, or filing with or
     notification to any governmental or regulatory authority, except
     (A) for (i) the filing of a certificate of merger and/or other
     appropriate merger documents in accordance with New Jersey Law
     and Ohio Law, (ii) compliance with any applicable requirements of
     the HSR Act; (iii) compliance with any applicable requirements of
     the Securities Act, state securities or  blue sky  laws and state
     takeover laws; (iv) compliance with any applicable requirements
     of Exchange Act; and (v) any applicable requirements of non-
     United States competition, antitrust and investment  laws and (B)
     where failure to obtain such consents, approvals, authorizations
     or permits, or to make such filings or notifications, would not
     prevent or delay the consummation of the Merger or otherwise
     prevent Scotts or Merger Subsidiary from performing its
     obligations under this Agreement, and would not, individually or
     in the aggregate, have a Scotts Material Adverse Effect.

          SECTION 4.05.  Non-Contravention.  The execution, delivery
     and performance by Scotts and Merger Subsidiary of this Agreement
     and the consummation by Scotts and Merger Subsidiary of the
     transactions contemplated hereby, assuming receipt of the Scotts
     Shareholder Consent, do not and will not (i) contravene or
     conflict with the Articles of Incorporation or Code of
     Regulations of Scotts or Merger Subsidiary; (ii) assuming
     compliance with the matters referred to in Section 4.04,
     contravene or conflict with or constitute a violation of any
     provision of law, rule regulation, judgment, injunction, order or
     decree binding upon Scotts or Merger Subsidiary; (iii) assuming
     satisfaction or waiver of the conditions set forth in Section
     9.01(i) and Section 9.01(ii), constitute a default under or give
     rise to any right of termination, cancellation or acceleration of
     any right or obligation of Scotts or Merger Subsidiary or to a
     loss of any material benefit to which Scotts or Merger Subsidiary
     is entitled under any material agreement, contract or other
     instrument binding upon Scotts or Merger Subsidiary; or (iv)
     result in the creation or imposition of any Lien on any asset of
     Scotts or Merger Subsidiary, except, in the case of clauses (ii),
     (iii) and (iv), for any such conflicts, violations, defaults,
     breaches or other occurrences which would not prevent or delay
     consummation of the Merger, or otherwise prevent Scotts or Merger
     Subsidiary from performing its obligations under this Agreement,
     and would not, individually or in the aggregate, have a Scotts
     Material Adverse Effect.

          SECTION 4.06.  Capitalization.  (a)  As of the date hereof,
     the authorized capital stock of Scotts consists of 35,000,000
     shares of Scotts Common Stock.  As of January 15, 1995, there
     were outstanding 18,667,064 shares of Scotts Common Stock and
     employee stock options to purchase an aggregate of 1,428,705
     shares of Scotts Common Stock (of which options to purchase an
     aggregate of 575,816 shares were exercisable).  All of the
     outstanding common shares of Scotts have been duly authorized and
     validly issued and are fully paid and nonassessable.  Except as
     set forth in this Section and except for changes since January
     15, 1995, resulting from the exercise of employee stock options
     outstanding on such date, there are outstanding  (i) no shares of
     capital stock or other voting securities of Scotts, (ii) no
     securities of Scotts convertible into or exchangeable for shares
     of capital stock or voting securities of Scotts, and (iii) no
     options or other rights to acquire from Scotts, and no obligation
     of Scotts to issue, any capital stock, voting securities or
     securities convertible into or exchangeable for capital stock or
     voting securities of Scotts (the items in clauses (i), (ii) and
     (iii) being referred to collectively as the  Scotts Securities ).
     There are no outstanding obligations of Scotts or any of its
     Subsidiaries to repurchase, redeem or otherwise acquire any
     Scotts Securities.  Subsidiary,  with respect to Scotts, means
     any corporation or other entity of which securities or other
     ownership interests having ordinary voting power to elect a
     majority of the board of directors or other persons performing
     similar functions are directly or indirectly owned by Scotts.
          (b)  The authorized capital stock of Merger Subsidiary
     consists of 1,000 common shares, without par value.  As of the
     date hereof, there are outstanding 1,000 common shares.  All of
     the outstanding common shares of Merger Subsidiary have been duly
     authorized and validly issued and are fully paid and
     nonassessable.  Except as set forth in this Section, there are
     outstanding  (i) no shares of capital stock or other voting
     securities of Merger Subsidiary, (ii) no securities of Merger
     Subsidiary convertible into or exchangeable for shares of capital
     stock or voting securities of Merger Subsidiary, and (iii) no
     options or other rights to acquire from Merger Subsidiary, and no
     obligation of Merger Subsidiary to issue, any capital stock,
     voting securities or securities convertible into or exchangeable
     for capital stock or voting securities of Merger Subsidiary.

          (c)  The Merger Consideration, when issued in accordance
     with this Agreement, will be duly authorized, validly issued, in
     the case of the Convertible Preferred Stock, fully paid and non-
     assessable, and, in the case of the Warrants, valid and binding
     obligations of Scotts.

          SECTION 4.07.  SEC Filings; Financial Statements.  (a)
     Scotts has filed all forms, reports and documents required to be
     filed by it with the SEC since September 30, 1992, and has
     heretofore made available to the Company and the Shareholders, in
     the form filed with the SEC (excluding any exhibits thereto,
     unless otherwise specifically requested by the Company or the
     Shareholders), (i) its Annual Reports on Form 10-K for the fiscal
     years ended September 30, 1992, 1993 and 1994, respectively; (ii)
     all proxy statements relating to meetings of Scotts shareholders
     (whether annual or special) held since October 1, 1992; and (iii)
     all other reports and registration statements (other than
     Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
     filed prior to September 30, 1994) filed with the SEC since
     October 1, 1992 (the forms, reports and other documents referred
     to in clauses (i) through (iii) being referred to herein,
     collectively, as the  Scotts Disclosure Documents ).  The Scotts
     Disclosure Documents and any other forms, reports or other
     documents filed by Scotts with the SEC after the date of this
     Agreement but prior to the Effective Time (x) were prepared, or
     will be prepared, in accordance with the Securities Act or the
     Exchange Act, as the case may be, and (y) did not at the time
     they were filed, or will not at the time they are filed, with the
     SEC contain any untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary
     in order to make the statements made therein, in the light of the
     circumstances under which they were made, not misleading;
     provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon
     and in conformity with information furnished to Scotts by any
     Miracle-Gro Constituent Company or any Shareholder.
     Notwithstanding anything herein to the contrary, neither Scotts
     nor Merger Subsidiary makes any representation or warranty
     regarding any financial projection relating to Scotts or any of
     its Subsidiaries or any other indications of future financial
     performance or results of Scotts or any of its Subsidiaries.

          (b)  Each of the consolidated financial statements
     (including any notes thereto) contained in the Annual Report on
     Form 10-K for the fiscal year ended September 30, 1994 (the 1994
     Form 10-K ), was prepared in accordance with generally accepted
     accounting principles and fairly presents the consolidated
     financial position, results of operations and cash flows of Scotts
     and its consolidated subsidiaries as at the respective
     dates thereof and for the respective periods indicated therein.

          (c)  Except as and to the extent set forth in the
     consolidated balance sheet included in the 1994 Form 10-K, or as
     otherwise set forth in Section 4.07 of the disclosure schedule
     previously delivered to the Company by Scotts (the  Scotts
     Disclosure Schedule ), Scotts had no liability or obligation of
     any nature (whether accrued, contingent, absolute, determined,
     determinable or otherwise) that (i) would be required to be
     reflected in such consolidated balance (including the notes
     thereto) or (ii) would have, or could reasonably be likely to
     have, individually or in the aggregate, a Scotts Material Adverse
     Effect.

          SECTION 4.08.  Absence of Certain Changes.  Since September
     30,  1994, and except as disclosed to the Company in Section 4.08
     of the Scotts Disclosure Statement or as otherwise contemplated
     by this Agreement, Scotts has conducted its business only in the
     ordinary course consistent with past practice and there has not
     been:

                    (a)  any event, occurrence or development of a
               state of circumstances or facts which has had or
               reasonably could be expected to have a Scotts Material
               Adverse Effect;

                    (b)  any declaration, setting aside or payment of
               any dividend or other distribution with respect to any
               shares of capital stock of Scotts, or any repurchase,
               redemption or other acquisition by Scotts or any of its
               Subsidiaries of any outstanding shares of capital stock
               or other securities of, or other ownership interests
               in, Scotts;

                    (c)  any amendment of any material term of any
               outstanding security of Scotts;

                    (d)  any incurrence, assumption or guarantee by
               Scotts of indebtedness for borrowed money, which
               incurrence, assumption or guarantee is material to
               Scotts and its Subsidiaries, taken as a whole;

                    (e)  any creation or assumption by Scotts of a
               Lien on any material asset, which creation or
               assumption is material to Scotts and its Subsidiaries,
               taken as a whole, other than those in the ordinary
               course of business consistent with past practices;

                    (f)  any making of any loan, advance or capital
               contribution to or investment in any Person, which is
               material to Scotts and its Subsidiaries, taken as
               whole, other than loans, advances or capital
               contributions to or investments in any Subsidiary of
               Scotts made in the ordinary course of business
               consistent with past practices;

                    (g)  any transaction or commitment made, or any
               contract or agreement entered into, by Scotts or its
               Subsidiaries relating to their respective assets or
               business (including the acquisition or disposition of
               any assets) or any relinquishment by Scotts or its
               Subsidiaries of any contract or other right, in either
               case, material to Scotts and its Subsidiaries, taken as
               a whole, other than transactions and commitments in the
               ordinary course of business consistent with past
               practice and those contemplated by this Agreement;

                    (h)  any change in any method of accounting or
               accounting practice by Scotts, except for any such
               change required by reason of a concurrent change in
               generally accepted accounting principles; or

                    (i)  any labor dispute, other than routine
               individual grievances, or any activity or proceeding by
               a labor union or representative thereof to organize any
               employees of Scotts, which employees were not subject
               to a collective bargaining agreement at September 30,
               1994, or any lockouts, strikes, slowdowns, work
               stoppages or threats thereof by or with respect to such
               employees.

          SECTION 4.09.  No Undisclosed Material Liabilities. Except
     as and to the extent set forth in the 1994 Form 10-K, or as
     otherwise set forth in Section 4.09 of the Scotts Disclosure
     Schedule, neither Scotts nor any of its Subsidiaries had any
     liability or obligation of any  nature (whether accrued,
     contingent, absolute, determined, determinable or otherwise) that
     (i) would be required to be reflected on a consolidated balance
     sheet of Scotts and its Subsidiaries (including the notes
     thereto) or (ii) would have, or could reasonably be likely to
     have, individually or in the aggregate, a Scotts Material Adverse
     Effect.

          SECTION 4.10.  Litigation.  Except as set forth in the 1994
     Form 10-K or in Section 4.10 of the Scotts Disclosure Schedule,
     there is no claim, action, suit, investigation or proceeding
     pending against or, to the knowledge of Scotts, threatened
     against Scotts or any of its Subsidiaries or any of their
     respective properties before any court or arbitrator or any
     governmental body, agency or official which, individually or in
     the aggregate, would reasonably be likely to have a Scotts
     Material Adverse Effect or would reasonably be likely to have
     impair the ability of Scotts or Merger Subsidiary to consummate
     the Merger or the other transactions contemplated by this
     Agreement.

          SECTION 4.11.  Taxes.  Scotts and each of its Subsidiaries
     has timely filed all Tax Returns required to be filed with the
     appropriate tax authority through the date hereof, the failure of
     which to file would result in a Scotts Material Adverse Effect,
     and shall timely file all such Tax Returns required to be filed
     on or before the Effective Time.  To the best knowledge of
     Scotts, such Tax Returns are and will be true, correct and
     complete in all material respects.  Scotts and each of its
     Subsidiaries has paid and discharged all federal, state, local
     and foreign Taxes due from them, other than such Taxes that are
     adequately reserved as shown on the balance sheet of Scotts
     included in the 1994 Form 10-K (the  Scotts Balance Sheet ).
     Neither the Internal Revenue Service nor any other taxing agency
     or authority, domestic or foreign, is now asserting or, to the
     best knowledge of Scotts, threatening to assert against Scotts or
     any of its Subsidiaries any material deficiency or claim for
     additional Taxes.  There are no unexpired waivers by Scotts or
     any of its Subsidiaries of any statutes of limitations with
     respect to Taxes which, individually or in the aggregate would
     have a Scotts Material Adverse Effect.  The accruals and reserves
     for Taxes reflected in the Scotts Balance Sheet are adequate for
     the periods covered.  Scotts and each of its Subsidiaries has
     withheld or collected and paid over to the appropriate
     governmental authorities or is properly holding for such payment
     all Taxes required by law to be withheld or collected, except to
     the extent that the failure to so withhold or collect and pay
     would not, individually or in the aggregate, have a Scotts
     Material Adverse Effect.  There are no Liens for Taxes upon the
     assets of Scotts or any of its Subsidiaries, which, individually
     or in the aggregate would have a Scotts Material Adverse Effect
     or other than Liens for current Taxes not yet due and payable.
     Scotts has not agreed to make, and is not required to make, any
     adjustment  under Section 481(a) of the Code. Neither Scotts nor
     any of its Subsidiaries is a party to any agreement, contract,
     arrangement or plan that has resulted, or could result,
     individually or in the aggregate, in the payment of  excess
     parachute payments  within the meaning of Section 280G of the
     Code.  For purposes of this Section 4.11 only, a Scotts Material
     Adverse Effect shall mean a Loss (as hereafter defined) in excess
     of $500,000.

          SECTION 4.12.  ERISA.  (a)  Section 4.12(a) of the Scotts
     Disclosure Schedule includes a list identifying each material
      employee benefit plan,  as defined in Section 3(3) of ERISA,
     which (i) is subject to any provision of ERISA and (ii) is
     maintained, administered or contributed to by Scotts, any of its
     Subsidiaries or any affiliate (as defined below) and covers any
     employee or former employee of Scotts, any of its Subsidiaries or
     any affiliate or under which Scotts, any of its Subsidiaries or
     any affiliate has any liability.  Copies of such plans (and, if
     applicable and available, related trust agreements) and all
     amendments thereto have been furnished to the Company.  Such
     plans are referred to collectively herein as the  Scotts Employee
     Plans.   For purposes of this Section,  affiliate  of any Person
     means any other Person which, together with such Person, would be
     treated as a single employer under Section 414 of the Code. The
     only Employee Plans which individually or collectively would
     constitute an  employee pension benefit plan  as defined in
     Section 3(2) of ERISA (the  Scotts Pension Plans ) are identified
     as such in the list referred to above.  Scotts has provided the
     Company with (x) complete age, salary, service and related data
     as of December 31, 1994 for employees and former employees of
     Scotts, any of its Subsidiaries and any affiliate covered under
     the Scotts Pension Plans who had a salary in excess of $100,000
     for the fiscal year ended September 30, 1994 and (y) the two most
     recent annual reports (Form 5500 including, if applicable,
     Schedule B thereto) prepared in connection with any such plan.

          (b)  Except as otherwise identified in Section 4.12(b) of
     the Scotts Disclosure Schedule, no Scotts Employee Plan
     constitutes a  multiemployer plan , as defined in Section 3(37)
     of ERISA (a  Scotts Multiemployer Plan ), and no Scotts Employee
     Plan is maintained in connection with any trust described in
     Section 501(c)(9) of the Code.  The only Scotts Employee Plans
     that are subject to Title IV of ERISA (the  Scotts Retirement
     Plans ) are identified in the list of such Plans heretofore
     provided to the Company by Scotts.  As of the Scotts Balance
     Sheet Date, the fair market value of the assets of each Scotts
     Retirement Plan (excluding for these purposes any accrued but
     unpaid contributions) exceeded the present value of all benefits
     accrued under such Scotts Retirement Plan determined on a
     termination basis using the assumptions established by the PBGC
     as in effect on such date.  No  accumulated funding deficiency,
     as defined in Section 412 of the Code, has been incurred with
     respect to any Scotts Pension Plan, whether or not waived.
     Scotts knows of no  reportable event,  within the meaning of
     Section 4043 of ERISA for which the 30-day notice requirement to
     the PBGC has not been waived, and no event described in Section
     4041, 4042, 4062 or 4063 of ERISA has occurred in connection with
     any Scotts Employee Plan, other than a  reportable event that,
     individually or in the aggregate, will not have a Scotts Material
     Adverse Effect.  No condition exists and no event has occurred
     that would constitute grounds for termination of any Scotts
     Retirement Plan or, with respect to any Scotts Employee Plan
     which is a Scotts Multiemployer Plan, presents a material risk of
     a complete or partial withdrawal under Title IV of ERISA and
     neither Scotts, any of its Subsidiaries nor any of their
     respective affiliates has incurred any material liability under
     Title IV of ERISA arising in connection with the termination of,
     or complete or partial withdrawal from, any plan covered or
     previously covered by Title IV of ERISA.  If a  complete
     withdrawal  by Scotts, its Subsidiaries and all of their
     respective affiliates were to occur as of the Effective Time with
     respect to all Scotts Employee Plans which are Scotts
     Multiemployer Plans, neither Scotts, its Subsidiaries nor any
     such affiliate would incur any material withdrawal liability
     under Title IV of ERISA.  To Scotts  knowledge, nothing done or
     omitted to be done and no transaction or holding of any asset
     under or in connection with any Scotts Employee Plan has or will
     make Scotts or any of its Subsidiaries or any officer or director
     of Scotts or any of its Subsidiaries subject to any liability
     under Title I of ERISA or liable for any tax pursuant to Section
     4975 of the Code that could, individually or in the aggregate,
     have a Scotts Material Adverse Effect.

          (c)  Each Scotts Employee Plan which is intended to be
     qualified under Section 401(a) of the Code is so qualified and
     has been so qualified during the period from its adoption to
     date, and each trust forming a part thereof is exempt from tax
     pursuant to Section 501(a) of the Code.  Scotts has furnished to
     the Company copies of the most recent Internal  Revenue Service
     determination letters with respect to each such Plan.  Each
     Scotts Employee Plan has been maintained in material compliance
     with its terms and with the requirements prescribed by any and
     all statutes, orders, rules and regulations, including but not
     limited to ERISA and the Code, which are applicable to such Plan.

          (d)  There is no contract, agreement, plan or arrangement
     covering any employee or former employee of Scotts, any of its
     Subsidiaries or any affiliate that, individually or collectively,
     could give rise to the payment of any amount that would not be
     deductible pursuant to the terms of Sections 162(a)(1) or 280G of
     the Code.

          (e)  Section 4.12(e) of the Scotts Disclosure Schedule sets
     forth a list of each material employment, severance or other
     similar contract, arrangement or policy and each plan or
     arrangement (written or oral) providing for insurance coverage
     (including any self-insured arrangements), disability benefits,
     supplemental unemployment benefits,  retirement benefits or for
     deferred compensation, stock options, stock appreciation or post-
     retirement insurance, compensation or benefits which (i) is not a
     Scotts Employee Plan, (ii) is entered into, maintained or
     contributed to, as the case may be, by Scotts, its Subsidiaries
     or any of their respective affiliates and (iii) covers any
     domestic employee or former employee of Scotts, any of its
     Subsidiaries or any of their respective affiliates.  Such
     contracts, plans and arrangements as are described above are
     referred to collectively herein as the  Scotts Benefit
     Arrangements.   Scotts has furnished or made available to the
     Company copies or descriptions of such Scotts Benefit
     Arrangements.  Each Scotts Benefit Arrangement has been
     maintained in substantial compliance with its terms and with the
     requirements prescribed by any and all statutes, orders, rules
     and regulations that are applicable to such Scotts Benefit
     Arrangement.

          (f)  The excess of the present value of the projected
     liability in respect of post-retirement health and medical
     benefits for retired employees of Scotts, its Subsidiaries and
     their respective affiliates, determined using assumptions that
     are reasonable in the aggregate, over the fair market value of
     any fund, reserve or other assets segregated for the purpose of
     satisfying such liability (including for such purposes any fund
     established pursuant to Section 401(h) of the Code) does not in
     the aggregate exceed $20,000,000.  No condition exists that would
     prevent Scotts of any of its Subsidiaries from amending or
     terminating any Scotts Employee Plan or Scotts Benefit
     Arrangement providing health or medical benefits in respect of
     any active employee of Scotts or any of its Subsidiaries other
     than limitations imposed under the terms of a collective
     bargaining agreement.

          (g)  Except as set forth in Section 4.12(g) of the Scotts
     Disclosure Schedule, neither Scotts nor any of its Subsidiaries
     is a party to or subject to any union contract or any employment
     contract or arrangement providing for annual future compensation
     of $100,000 or more with any domestic officer, consultant,
     director or employee.

          (h)  The consummation of the transactions contemplated by
     this Agreement will not result in any material acceleration of
     benefits, or the modification of the terms of any benefits,
     payable to or for the benefit of any officer, director or
     employee of Scotts or any of its Subsidiaries, including any
     acceleration of vesting of stock options or any changes in the
     amounts or timing of any amounts payable under any incentive
     arrangement.

          SECTION 4.13.  Trademarks, Patents and Copyrights.  (a)
     Section 4.13(a) of the Scotts Disclosure Schedule sets forth a
     true and complete list of (i) all patents, patent rights,
     trademarks, trademark rights, trade names, copyrights, service
     marks, trade secrets, applications for trademarks and for service
     marks, know-how and other  proprietary rights and information
     used or held for use in connection with the business of Scotts as
     currently conducted (collectively,  Scotts Intellectual Property
     Rights ) and (ii) all licenses, commitments and other agreements
     to which Scotts or any of its Subsidiaries is a party providing
     for the license of any Intellectual Property Rights to or from
     any other Person.

          (b)  Except as set forth in Section 4.13(b) of the Scotts
     Disclosure Schedule, Scotts and its Subsidiaries own or possess
     adequate licenses or other rights to use all of the Scotts
     Intellectual Property Rights; there are no Scotts Intellectual
     Property Rights necessary for use in connection with the business
     of Scotts as currently conducted which are not owned or possessed
     by Scotts or its Subsidiaries; and Scotts is not aware of any
     assertion or claim challenging the validity of any of the Scotts
     Intellectual Property Rights; and the conduct of the business of
     Scotts as currently conducted, to the best knowledge of Scotts,
     does not conflict in any way with any patent, patent right,
     license, trademark, trademark right, trade name, trade name
     right, service mark or copyright of any third party.  To the best
     knowledge of Scotts, there are no infringements of any
     proprietary rights owned by or licensed by or to Scotts or any of
     its Subsidiaries that individually or in the aggregate would have
     a Scotts Material Adverse Effect.

          SECTION 4.14.  Material Contracts.  (a)  Except for
     agreements, contracts, plans, leases, arrangements or commitments
     (in each case, oral or written) set forth in Section 4.14(a) of
     the Scotts Disclosure Schedule or set forth in the exhibit list
     to the 1994 Form 10-K, neither Scotts nor any of its Subsidiaries
     is a party to or subject to:

                    (i)  any lease which is material to Scotts and its
               Subsidiaries, taken as a whole;

                    (ii)  any contract for the purchase of materials,
               supplies, goods, services, equipment or other assets
               which is material to Scotts and its Subsidiaries, taken
               as a whole;

                    (iii)  any sales, distribution or other similar
               agreement which is material to Scotts and its
               Subsidiaries, taken as a whole;

                    (iv)  any partnership, joint venture or other
               similar contract arrangement or agreement which is
               material to Scotts and its Subsidiaries, taken as a
               whole;

                    (v)  any contract relating to indebtedness for
               borrowed money or the deferred purchase price of
               property (whether incurred, assumed, guaranteed or
               secured by any asset), which is material to Scotts and
               its Subsidiaries, taken as a whole;

                    (vi)  any license agreement, franchise agreement
               or agreement in respect of similar rights, which is
               material to Scotts and its Subsidiaries, taken as a
               whole

                    (vii)  any agency, dealer, sales representative or
               other similar agreement which is material to Scotts and
               its Subsidiaries, taken as a whole;

                    (viii)  any contract or other document that
               substantially limits the ability of Scotts or any of
               its Subsidiaries to compete in any material line of
               business or in a material way with any Person or in any
               area or which would so restrict Scotts or any of its
               Subsidiaries after the Effective Time; or

                    (ix)  any other contract or commitment of Scotts
               or any  of its Subsidiaries not made in the ordinary
               course of business that is material to Scotts and its
               Subsidiaries, taken as a whole.(b)  Each agreement,
               contract, lease, arrangement and commitment disclosed
               in Section 4.14(a) of the Scotts Disclosure Schedule or
               required to be disclosed pursuant to this Section is a
               valid and binding agreement of Scotts or such Subsidiary
               and is in full force and effect, and neither Scotts,
               such Subsidiary nor, to the knowledge of Scotts, any other
               party thereto is in default in any material respect under
               the terms of any such agreement, contract, plan, lease
               arrangement or commitment.

          SECTION 4.15.  Compliance with Laws.  Neither Scotts nor any
     of its Subsidiaries is in violation of, or has violated, any
     applicable provisions of any laws, rules, statutes, ordinances or
     regulations, except for violations that would not, individually
     or in the aggregate, have a Scotts Material Adverse Effect.

          SECTION 4.16.  Finders  Fees.  No investment banker, broker,
     finder or other intermediary (other than Smith Barney, Inc.
     ( Smith Barney )) has been retained by, or authorized to act on
     behalf of, Scotts and entitled to any fee or commission in
     connection with the Merger or the transactions contemplated by
     this Agreement.  Scotts has previously furnished to the Company a
     complete and correct copy of all agreements between Smith Barney
     and Scotts pursuant to which such firm would be entitled to any
     payment relating to the Merger or the transactions contemplated
     by this Agreement.

          SECTION 4.17.  Environmental Compliance.  Except as set
     forth in Section 4.17 of the Scotts Disclosure Schedule:

          (a)  No written notice, notification, demand, request for
     information, citation, summons, complaint or order has been
     issued or filed, no penalty has been assessed and no
     investigation or review is pending, or to the knowledge of
     Scotts, after due inquiry, threatened by any governmental or
     other entity, and there are no existing orders, decrees or
     agreements in effect or, to the knowledge of Scotts, after due
     inquiry, threatened, (i) with respect to any alleged material
     violation of any Environmental Law in connection with the conduct
     of the business of Scotts (for purposes of this Section 4.17,
     Scotts shall include any predecessor of Scotts) or (ii) with
     respect to any alleged failure to have any permit, certificate,
     license, approval, registration or authorization required by
     Environmental Law in connection with the conduct of the business
     of Scotts or (iii) with respect to any Release of a Polluting
     Substance with respect to which  Scotts is or may be liable,
     except in each case such alleged material violation, alleged
     failure or Release which could not reasonably be expected,
     individually or in the aggregate, to result in a Loss (as
     hereafter defined) by Scotts in excess of $100,000.

          (b)  Except as set forth in Section 4.17(b) of the Scotts
     Disclosure Schedule, (i) Scotts has not, other than as a
     generator, handled any Polluting Substance on any property now or
     previously owned or leased by Scotts or its Subsidiaries; (ii) no
     asbestos is present at any property now or previously owned or
     leased by Scotts or its Subsidiaries; (iii) there are no
     underground storage tanks currently in use or, to the knowledge
     of Scotts, abandoned at any property now or previously owned or
     leased by Scotts or any of its Subsidiaries which have been used
     to store or have contained a substance which is regulated by
     Environmental Laws or which, if released into the environment,
     would result in pollution, (iv) there has been no Release of any
     Polluting Substance with respect to which Scotts or any of its
     Subsidiaries may reasonably be required to perform investigation
     or  remediation, other than routine spills and leaks which are
     addressed in the ordinary course of business, at, on or under any
     property now or previously owned or leased by Scotts or any of
     its Subsidiaries and (v) no Hazardous Substance (as defined in
     CERCLA) is present in a reportable or threshold planning
     quantity, where such a quantity has been established by statute,
     ordinance, rule, regulation or order, at, on or under any
     property now or previously owned by Scotts or any of its
     Subsidiaries.

          (c)  To the knowledge of Scotts, neither Scotts nor any or
     its Subsidiaries has transported or arranged for the
     transportation (directly or indirectly) of any Hazardous
     Substance (as defined in CERCLA) to any location which is listed
     or proposed for listing on the Nationwide Priorities List
     established under CERCLA or on any similar state list.

          (d)  To the knowledge of Scotts, no oral or written
     notification of a Release of a Hazardous Substance (as defined in
     CERCLA) has been filed by or on behalf of Scotts or any of its
     Subsidiaries, and no property now or previously owned or leased
     by Scotts or any of its Subsidiaries is listed, or to the
     knowledge of Scotts, proposed for listing, on the National
     Priorities List promulgated pursuant to CERCLA.

          (e)  There are no environmental Liens on any asset of Scotts
     or any of its Subsidiaries and no government actions have been
     taken or are in process which could subject any of such assets to
     such Liens.

          (f)  Except as set forth in Section 4.17(f) of the Scotts
     Disclosure Schedule, there have been no material environmental
     investigations, studies, audits, tests, reviews or other analyses
     conducted by or which are in the possession of Scotts in relation
     to any property or facility now or previously owned or leased by
     Scotts or any of its Subsidiaries.

          SECTION 4.18.  Opinion of Financial Advisor.  Scotts
     received the opinion of Smith Barney orally on January 24, 1995
     to the effect that, as of such date, the Merger Transactions are
     fair to the shareholders of Scotts from a financial point of view
     and a copy of the written confirmatory opinion to such effect
     will be delivered to the Company promptly upon receipt.

                                 ARTICLE V

                  COVENANTS OF THE MIRACLE-GRO CONSTITUENT
                       COMPANIES AND THE SHAREHOLDERS

          Each of the Miracle-Gro Constituent Companies and the
     Shareholders, jointly and severally, agree that:

          SECTION 5.01.  Conduct of the Business of the Miracle-Gro
     Constituent Companies.  From January 26, 1995 until the Effective
     Time unless Scotts shall otherwise have consented in writing, the
     Miracle-Gro Constituent Companies shall conduct their respective
     businesses in the ordinary course consistent with past practice
     and shall use their best efforts to preserve intact their
     business organizations and relationships with third parties and
     to keep available the services of their present officers and
     employees.  Without limiting the generality of the foregoing,
     from January 26, 1995 until the Effective Time, except as
     contemplated or required by this Agreement or set forth in
     Section 5.01 of the Company Disclosure Schedule, none of the
     Miracle-Gro Constituent Companies shall, directly or indirectly,
     do, or propose or agree to do, any of the following without the
     prior written consent of Scotts:

                    (a)  adopt or propose any change in their
               respective certificates of incorporation or bylaws or
               equivalent organizational documents;

                    (b)  merge or consolidate with any other Person or
               acquire a material amount of assets of any other    
               Person;

                    (c)  lease, license or otherwise dispose of any
               material assets or property except (i) pursuant to
               existing contracts or commitments or (ii) in the
               ordinary course  consistent with past practice;

                    (d)  declare, set aside, make or pay any dividend
               or other distribution, payable in cash, stock, property
               or otherwise, with respect to any of their respective
               capital stock;

                    (e)  reclassify, combine, split, subdivide or
               redeem, purchase or otherwise acquire, directly or
               indirectly, any of their respective capital stock;

                    (f)  increase the compensation payable or to
               become payable to any of the Miracle-Gro Constituent
               Companies  executive officers, directors or employees,
               except for increases in the ordinary course of business
               consistent with past practice, or grant any severance
               or termination pay to, or enter into any employment or
               severance agreement with any director or executive
               officer, or establish, adopt, enter into or amend in
               any material respect or take action to accelerate any
               rights or benefits under any collective bargaining,
               bonus, profit sharing, thrift, compensation, stock
               option, restricted stock, pension, retirement, deferred
               compensation, employment, termination, severance or
               other plan, agreement, trust, fund, policy or
               arrangement for the benefit of any director, executive
               officer or employee;

                    (g)  agree or commit to do any of the foregoing; 
               or

                    (h)  take or agree or commit to take any action
               that would make any representation and warranty of the
               Miracle-Gro Constituent Companies or the Shareholders
               hereunder inaccurate in any respect at, or as of any
               time prior to, the Effective Time.

          SECTION 5.02.  Access to Information; Confidentiality. (a)
     From January 26, 1995 until the Effective Time, the Company shall
     afford Scotts, its officers, directors, employees, counsel,
     financial advisors, auditors and other authorized representatives
     (the  Scotts Representatives ) reasonable access to the offices,
     properties, books and records of each of the Miracle-Gro
     Constituent Companies, will furnish to Scotts and the Scotts
     Representatives such financial and operating data and other
     information as such Persons may reasonably request and will
     instruct the Miracle-Gro Constituent Companies  employees,
     counsel and financial advisors to cooperate with Scotts in its
     investigation of the business of  the Miracle-Gro Constituent
     Companies; provided that no investigation pursuant to this
     Section shall affect any representation or warranty given by the
     Miracle-Gro Constituent Companies and the Shareholders to Scotts
     and Merger Subsidiary hereunder.

          (b)  All information obtained by Scotts pursuant to this
     Section shall be kept confidential in accordance with the
     confidentiality agreements dated as of October 3, 1994, between
     Scotts and the Company.

          SECTION 5.03.  Other Offers.  From January 26, 1995 until
     the later of the termination of this Agreement and the Effective
     Time, none of the Miracle-Gro Constituent Companies, the
     Shareholders or any officer, director, employee or other agent of
     any of the Miracle-Gro Constituent Companies will, directly or
     indirectly, (i) take any action to solicit, initiate or encourage
     any inquiries or the making or implementation of any proposal or
     offer with respect to a merger, acquisition, consolidation or
     similar transaction involving, or any purchase of all or any
     significant portion of the assets or any equity securities of,
     any Miracle-Gro Constituent Company (a  Company Acquisition
     Proposal ), other than the transactions contemplated by this
     Agreement, or (ii) engage in negotiations with, or disclose any
     nonpublic information relating to any of the Miracle-Gro
     Constituent Companies or afford access to the properties, books
     or records of any of the Miracle-Gro Constituent Companies to,
     any Person that the Company believes may be considering making,
     or has made, a Company Acquisition Proposal.  The Company will
     promptly notify Scotts upon receipt of any Company Acquisition
     Proposal or any indication that any Person is considering making
     a Company Acquisition Proposal or any request for nonpublic
     information relating to any of the Miracle-Gro Constituent
     Companies or for access to the properties, books or records of
     any of the Miracle-Gro Constituent Companies by any Person that
     may be considering making, or has made, a Company Acquisition
     Proposal and will keep Scotts fully informed of the status and
     details of any such Company Acquisition Proposal, indication or
     request.

          SECTION 5.04.  Notices of Certain Events.  The Company shall
     promptly notify Scotts of:

                    (i)  any notice or other communication from any
               Person alleging that the consent of such Person is or
               may be required in connection with the transactions
               contemplated by this Agreement;

                    (ii)  any notice or other communication from any
               governmental or regulatory agency or authority in
               connection with the transactions contemplated by this
               Agreement;

                    (iii)  the occurrence, or non-occurrence, of any
               event the occurrence, or non-occurrence, of which would
               be likely  to cause (x) any representation or warranty
               contained in this Agreement to be untrue or inaccurate
               or (y) any covenant, condition or agreement contained
               in this Agreement not to be complied with or satisfied;
               and

                    (iv)  any failure of any Miracle-Gro Constituent
               Company or any Shareholder to comply with or satisfy
               any covenant, condition or agreement to be complied
               with or satisfied by it hereunder;

     provided, however, that the delivery of any notice pursuant to
     this Section shall not limit or otherwise affect the remedies
     available hereunder to Scotts.

          SECTION 5.05.  Certain Loans.  (a)  The parties acknowledge
     that Miracle-Gro New York owes $5.0 million to the Hagedorn
     Family Fund.  The parties agree that such amount shall be paid,
     without interest, as follows:  All available cash at such company
     (or the successor division of New Miracle-Gro treated for this
     purpose as a separate business unit), including all amounts
     received from the sale of inventory or the collection of accounts
     receivable, shall be paid to the Hagedorn Family Fund until the
     amount set forth in the first sentence of this paragraph has been
     repaid in full.  If such amount has not been paid in full by the
     close of business on September 30, 1995, Scotts will cause
     Miracle-Gro New York or New Miracle-Gro, as its successor, to pay
     the remaining balance immediately following such date.

          (b)  The parties acknowledge that Miracle-Gro UK owes $3.5
     million to the Hagedorn Family Fund.  The parties agree that
     payment shall be made as follows, without interest:  All
     available cash at such company (or the successor division of New
     Miracle-Gro treated for this purpose as a separate business
     unit), including all amounts received from the sale of inventory
     or the collection of accounts receivable, shall be paid to the
     Hagedorn Family Fund, such payments to continue until the close
     of business on September 30, 1995, or until there is no remaining
     cash or inventory, at which point such payments shall cease. If
     the amount set forth in the first sentence of this paragraph (b)
     has not been repaid in full on such date the outstanding balance
     shall be forgiven.

          (c)  Following the Effective Time, Scotts shall operate the
     businesses of Miracle-Gro New York and Miracle-Gro UK in the
     ordinary course of business and will not take any action
     restricting the sale of inventory, the collection of accounts
     receivable, or any other action which would interfere with the
     payments contemplated by this Section 5.05.

                                 ARTICLE VI

                     STANDSTILL AND VOTING PROVISIONS;
                          RESTRICTIONS ON TRANSFER

          SECTION 6.01.  Certain Definitions.  For purposes of this
     Article VI only, the following terms have the following meanings:

          (a)   Affiliate  and  Associate  shall have the meaning set
     forth in Rule 405 of Regulation C under the Securities Act.

          (b)   beneficial ownership  and  beneficially own shall
     have the meanings set forth in Rule 13d-3 under the Exchange Act.
          (c)   group  shall have the meaning comprehended by
     Section 13(d)(3) of the Exchange Act; provided that, for purposes
     of this Agreement, the Shareholders shall not by themselves, or
     together with any Permitted Transferee, constitute a  group.

          (d)  The  Market Price  of a share of Scotts Common Stock on
     any date means (i) the last reported sales price of the Scotts
     Common Stock on the principal national securities exchange on
     which the Scotts Common Stock is listed or admitted to trading
     or, if no such reported sale takes place on any such day, the
     average of the closing bid and asked prices thereon, as reported
     in The Wall Street Journal, or (ii) if the Scotts Common Stock
     shall not be listed or admitted to trading on a national
     securities exchange, the last reported sales price on the NASDAQ
     National Market System or, if no such reported sale takes place
     on any such day, the average of the closing bid and asked prices
     thereon, as reported in The Wall Street Journal, or (iii) if the
     Scotts Common Stock shall not be quoted on such National Market
     System nor listed or admitted to trading on a national securities
     exchange, then the average of the closing bid and asked prices,
     as reported by The Wall Street Journal for the over-the- counter
     market, or (iv) if there is no public market for the Scotts
     Common Stock, the fair market value of a share of Scotts Common
     Stock as determined in good faith by the Board of Directors of
     Scotts after consultation with an independent investment bank of
     national repute (whose report will be made available to the
     Shareholders prior to such determination of fair market value).

          (e)   Permitted Transferee  means the Shareholders and the
     General Partners, on the one hand, and any other Shareholder or
     General Partner, any lineal descendant of any Shareholder or
     General Partner, any member of the immediate family of any
     Shareholder or General Partner or such descendant, any heir of
     the foregoing, any trust for the benefit of any of the foregoing
     (including a voting trust), any private charitable foundation or
     any partnership, limited liability company or corporation owned
     or controlled by some or all of the foregoing or any charity
     (public or private) which is transferred a non-controlling
     interest (except as otherwise required by applicable law) in a
     Permitted Transferee, on the other; provided, that such Permitted
     Transferee has agreed in writing to be bound by the terms of this
     Agreement as if it were a  Shareholder  hereunder.

          (f)   Shareholder Representative  means a Shareholder who is
     a natural person and has been chosen in writing, with notice
     thereof to Scotts, by a majority of the Shareholders based on
     their then percentage of beneficial ownership of Total Voting
     Power.

          (g)   Standstill Percentage  means 43% of Total Voting Power.

          (h)   Total Voting Power  means, at any time, the aggregate
     number of votes which may be cast by holders of outstanding
     Voting Stock.

          (i)   Voting Stock  means the Scotts Common Stock, the
     Convertible Preferred Stock and any other securities (including
     voting preferred  shares) issued by Scotts which are entitled to
     vote generally for the election of directors of Scotts, whether
     currently outstanding or hereafter issued (other than securities
     having such powers only upon the occurrence of a contingency).
          (j)   Voting Stock Equivalents  means the Warrants and any
     other security that is not Voting Stock but is convertible into
     or exchangeable for Voting Stock or is an option to purchase such
     securities or Voting Stock.

          SECTION 6.02.  Board of Directors.   (a)  At the earliest
     time permissible under the Consent Order, Scotts will take such
     action as may be necessary to increase the size of the Board of
     Directors to 12 and to fill a vacancy existing in each of the
     three classes of directors (assuming the amendment of the Code of
     Regulations of Scotts as contemplated by Section 9.01(v) hereof)
     with a director designated by the Shareholder Representative (or
     in the event that the condition set forth in Section 9.01(v) is
     waived by the parties, with three directors designated by the
     Shareholder Representative) (each, a  Miracle-Gro Director and,
     collectively, the  Miracle-Gro Directors ).  Scotts acknowledges
     and accepts that the initial three Miracle-Gro Directors are the
     persons named in Section 9.02(iv), it being understood that any
     future successor designees will be reasonably acceptable to the
     Scotts Board of Directors.

          (b)  Until the earlier of  the fifth anniversary of the
     Effective Time and such time as the Shareholders no longer
     beneficially own at least 19% of the Voting Stock, Scotts
     covenants and agrees as follows:

               (i)  except as contemplated by this Agreement or as
          required in the terms of the Convertible Preferred Stock,
          Scotts will not take or recommend to its shareholders any
          action which would cause the Board of Directors of Scotts to
          consist of any number of directors other than twelve
          directors divided into three classes of four directors each;

               (ii)  to the extent that, and for so long as, Scotts
          maintains a Nominating Committee and/or an Executive
          Committee of the Board of Directors, such committee(s) shall
          consist of four directors, one of whom shall be a Miracle-
          Gro Director;

               (iii)  to the extent that, and for so long as, any of
          the Miracle-Gro Directors is qualified under the then-
          current rules and regulations of the Nasdaq National Market,
          or any exchange on which the Scotts Common Stock is listed,
          the rules and regulations under the Code relating to the
          qualification of employee stock benefit plans and Scotts
          Code of Regulations, the Audit Committee, Compensation
          Committee and any newly created committees of the Board of
          Directors shall consist of four directors, and one of the
          Miracle-Gro Directors shall be entitled to sit on such
          committee(s) to the same extent, and on the same basis, as
          the other members of the Board of Directors; and

               (iv)  subject to the fiduciary duties of the members of
          the Nominating Committee to Scotts  shareholders, Scotts
          will use its best efforts to cause the Nominating Committee
          to recommend for election to the class of directors whose
          terms expire in any year, one Miracle-Gro Director;
          provided, that if the Shareholders vote all of their
          outstanding shares of Voting Stock in favor of the election
          of such Miracle-Gro Director and such Miracle-Gro Director
          nevertheless is not elected by the shareholders of Scotts,
          or if such Miracle-Gro Director is not nominated for
          election or is not recommended for election by the Scotts
          Board, the provisions of this Article VI shall no longer be
          in effect.

          SECTION 6.03.  Rule 145.  With a view to making available to
     the Shareholders the benefits of Rule 145 promulgated under the
     Securities Act, and any other similar rules or regulations of the
     SEC which may at any time permit the Shareholders to sell or
     distribute without registration the Scotts Common Stock issued
     upon conversion of the Convertible Preferred Stock or upon
     exercise of the Warrants, Scotts agrees to use its best efforts
     to file with the SEC in a timely manner  all reports and other
     documents required to be filed by it under the Exchange Act.

          SECTION 6.04.  Registration Rights.  Scotts will comply with
     the provisions regarding registration rights contained in Annex E
     hereto.

          SECTION 6.05.  Reservation of Shares.  Scotts will reserve
     and keep available out of its authorized but unissued shares of
     Scotts Common Stock the full number of shares at any time
     deliverable on conversion of the Convertible Preferred Stock or
     exercise of the Warrants.

          SECTION 6.06.  Standstill Restrictions.  Until the fifth
     anniversary of the Effective Time, the Shareholders covenant and
     agree as follows:

          (a)  Without the prior written consent of Scotts, the
     Shareholders shall not, and shall not permit any of their
     respective Affiliates or Associates to, directly or indirectly,
     authorize or make a tender or exchange offer for, or purchase or
     otherwise acquire, or agree to acquire or obtain, directly or
     indirectly, beneficial ownership of any Voting Stock, if the
     effect of such acquisition would be to increase the outstanding
     number of shares of Voting Stock then beneficially owned by the
     Shareholders, their Affiliates and their Associates, in the
     aggregate, to an amount representing more than the Standstill
     Percentage.  It is expressly understood and agreed that, for
     purposes of this Section 6.06 only, the Warrants, until exercised
     and subject to the terms of such exercise, do not constitute
     beneficial ownership of outstanding shares of Voting Stock.

          (b)  Notwithstanding the foregoing, the Shareholders shall
     not be obligated to dispose of any shares of Voting Stock if
     their aggregate percentage of Total Voting Power is increased as
     a result of a recapitalization of Scotts or a repurchase of
     securities by Scotts or any other action taken by Scotts or its
     Subsidiaries; provided, that, to the extent that any such
     recapitalization or repurchase would increase the Standstill
     Percentage by more than 1%, such Shareholders shall be obligated
     to dispose of shares of Voting Stock sufficient to reduce their
     aggregate percentage of Total Voting Power to less than the
     Standstill Percentage plus 1%.  If Scotts repurchases any of its
     Voting Stock and such repurchases result in the Shareholders
     owning more than the Standstill Percentage, but less than the
     Standstill Percentage plus 1%, at the effective time of such
     repurchases, the Shareholders shall not be obligated to divest
     themselves of the Voting Stock to fall within the foregoing
     percentage limitation, but shall not acquire any additional
     Voting Stock unless such acquisition would otherwise be permitted
     under this Section 6.06.
          (c)  Subject to the limitations of subparagraph (a) of this
     Section 6.06, the Shareholders, their Affiliates and Associates,
     as a group, shall have the right to purchase Voting Stock in the
     open market in an amount up to the Standstill Percentage.

          (d)  Except as otherwise provided herein, no Shareholder
     shall join any group or otherwise act in concert with any third
     person other than Permitted Transferees for the purpose of
     acquiring, holding or disposing of Voting Stock.

          SECTION 6.07.  Additional Standstill Restrictions. After the
     fifth anniversary of the Effective Time, the Shareholders
     covenant and agree as follows:

          (a)  The Shareholders shall not, and shall not permit any of
     their respective Affiliates or Associates to, directly or
     indirectly, authorize or make a tender or exchange offer for, or
     purchase or otherwise acquire, or agree to acquire or obtain,
     directly or  indirectly, beneficial ownership of any Voting
     Stock, if the effect of such acquisition would be to increase the
     number of shares of Voting Stock then beneficially owned by the
     Shareholders, their Affiliates and their Associates, in the
     aggregate, to an amount representing more than 49% of Total
     Voting Power, unless such acquisition is made pursuant to a
     tender offer for 100% of Total Voting Power which tender offer is
     (i) made at a price per share which is not less than the Market
     Price per share on the last trading day before the announcement
     of such tender offer and (ii) conditioned upon the acquisition by
     the Shareholders, their Affiliates and their Associates of 
     beneficial ownership of shares of Voting Stock representing at
     least 50% of the then outstanding Total Voting Power not
     beneficially owned by the Shareholders or their Affiliates or
     Associates.  It is expressly understood and agreed that, for
     purposes of this Section 6.07, the Warrants, until exercised and
     subject to the terms of such exercise, do not constitute
     beneficial ownership of outstanding shares of Voting Stock.

          (b)  Subject to the limitations of subparagraph (a) of this
     Section 6.07, the Shareholders, their Affiliates and Associates,
     in the aggregate, shall have the right to purchase Voting Stock
     in the open market in an amount up to their aggregate percentage
     ownership permitted under such subparagraph (a).

          (c)  Except as otherwise provided herein, no Shareholder
     shall join any group or otherwise act in concert with any third
     person other than Permitted Transferees for the purpose of
     acquiring, holding or disposing of Voting Stock.

          SECTION 6.08.  Voting.  Until the earlier of the fifth
     anniversary of the Effective Time and such time as the
     Shareholders no longer beneficially own at least 19% of the
     Voting Stock:

          (a)  The Shareholders will take all such action as may be
     required so that all shares of Voting Stock owned by the
     Shareholders, their Affiliates and Associates, as a group, are
     voted (in person or by proxy) (i) for Scotts  nominees to the
     Board of Directors of Scotts, in accordance with the
     recommendation of the Nominating Committee of the Board of
     Directors, and (ii) on all matters to be voted on by holders of
     Voting Stock, in accordance with the recommendation of the Board
     of Directors, except with respect to a proposal as to which
     shareholder approval is required under Ohio Law relating to
     (v) an acquisition of Voting Stock of Scotts, (w) a merger or
     consolidation, (x) a sale of all or substantially all of the
     assets of Scotts, (y) a recapitalization of Scotts or (z) an
     amendment to the Articles of Incorporation or Code of Regulations
     of Scotts which would materially adversely affect the rights of
     the Shareholders.  Each Shareholder shall be present, in person
     or by proxy, at all duly held meetings of shareholders of Scotts
     so that all shares of Voting Stock held by the Shareholders may
     be counted for the purposes of determining the presence of a
     quorum at such meetings.

          (b)  Except as consented to by Scotts in writing, no
     Shareholder shall deposit any shares of Voting Stock owned by him
     or her in a voting trust that is not a Permitted Transferee or,
     subject any such shares to any similar arrangement or agreement
     with or for the benefit of any Person that is not a Permitted
     Transferee with respect to the voting of such shares.

          (c)  Without Scotts  prior written consent, no Shareholder
     shall solicit proxies with respect to any Voting Stock or become
     a participant in any election contest (as such terms are used in
     Rule 14a-11 of Regulation 14A under the Exchange Act) relating to
     the election of directors of Scotts.

          (d)  Without the prior consent of the Shareholder
     Representative, Scotts shall not (i) issue Voting Stock or Voting
     Stock Equivalents constituting in the aggregate more than 12.5%
     of Total Voting Power, other than pursuant to stock option or
     other employee benefit plans in the ordinary course of business,
     consistent with past practice; or (ii) in any single transaction
     or series of related transactions outside of the ordinary course
     of business, make an acquisition or disposition of assets which
     would require disclosure pursuant to Item 2 of Form 8-K under the
     Exchange Act; provided, however, that if five-sixths of the Board
     of Directors of Scotts determines that it is in the best
     interests of Scotts and its shareholders to make an acquisition
     pursuant to clause (ii) above without the consent of the
     Shareholder Representative, such acquisition may be made without
     the consent of the Shareholder Representative.

          SECTION 6.09.  Restrictions on Transfers of Voting Stock and
     Warrants.  (a)  Prior to the fifth anniversary of the Effective
     Time, no Shareholder shall, directly or indirectly, sell or
     transfer any Scotts Common Stock except:

               (i)  to Scotts or any Person or group approved by Scotts;

               (ii)  to any Permitted Transferee;

               (iii)  pursuant to a merger or consolidation of Scotts
          or pursuant to a plan of liquidation of Scotts, which has
          been approved by the Board of Directors of Scotts;

               (iv)  provided that the rights of the Shareholders
          under this Agreement shall not transfer to the transferee of
          such securities, pursuant to a bona fide public offering
          registered under the Securities Act (which shall be
          structured to distribute such shares or other securities, if
          any, through an underwriter or otherwise in such a manner
          as, to the extent practicable, will not result in any Person
          or group beneficially owning 3% or more of Total Voting
          Power being transferred to a single person or group);
               (v)  subject to Section 6.10, provided that the rights
          of the Shareholders under this Agreement shall not transfer
          to the transferee of such securities, pursuant to Rule 144,
          Rule 145 or Rule 144A under the Securities Act or otherwise,
          (x) if any such sale will not, to the knowledge of the
          Shareholder, result in any Person or group beneficially
          owning 3% or more of Total Voting Power to a single person
          or group and (y) if all such sales by the Shareholders
          within the preceding three months do not exceed, in the
          aggregate, the greatest of the limits set forth in Rule
          144(e)(1) under the Securities Act;

               (vi)  in response to an offer to purchase or exchange
          for cash or other consideration any Voting Stock (x) which
          is made by or on behalf of Scotts, or (y) which is made by
          another person or group and is approved by the Board of
          Directors of Scotts within the time such Board is required,
          pursuant to regulations under the Exchange Act, to advise
          the shareholders of Scotts of such Board's position on such
          offer; or

               (vii)  subject to Section 6.10, in any transfer not
          otherwise described herein so long as such transfer does
          not, directly or indirectly, result, to the best knowledge
          of the Shareholder, after reasonable inquiry, in any Person
          or group beneficially owning 3% or more of Total Voting
          Power.

          (b)  No Shareholder shall, directly or indirectly, sell or
     transfer (x) any Convertible Preferred Stock or other Voting
     Stock or Voting  Stock Equivalents (other than Scotts Common
     Stock) or (y) prior to the fifth anniversary of the Effective
     Time, any Warrants, except:

               (i)  to Scotts or any Person or group approved by Scotts;

               (ii)  to any Permitted Transferee; or

               (iii)  pursuant to a merger or consolidation of Scotts
          or pursuant to a plan of liquidation of Scotts.

               (iv)  Convertible Preferred Stock convertible into
          Scotts Common Stock representing in the aggregate no more
          than 15% of the outstanding shares of Scotts Common Stock on
          a fully diluted basis or any number of Warrants:

                    (1)  subject to Section 6.10, provided that the
               rights of the Shareholders under this Agreement shall
               not transfer to the transferee of such securities and
               provided that the Shareholders do not sell or transfer
               Warrants pursuant to this clause (1) more than once per
               fiscal quarter in the aggregate, pursuant to Rule 145
               or Rule 144A under the Securities Act or otherwise, (x)
               if any such sale will not to the knowledge of the
               Shareholder, result in any Person or group beneficially
               owning 3% or more of Total Voting Power and (y) if all
               such sales by the Shareholders within the preceding
               three months do not exceed, in the aggregate, the
               greatest of the limits set forth in Rule 144(e)(1)
               under the Securities Act; or
                    (2)  subject to Section 6.10, in any transfer not
               otherwise described herein so long as such transfer
               does not, directly or indirectly, result, to the best
               knowledge of the Shareholder, after reasonable inquiry,
               in any Person or group beneficially owning 3% or more
               of Total Voting Power.

          SECTION 6.10.  Right of First Offer.  Prior to making any
     sale or transfer of shares of Scotts Common Stock pursuant to
     Section 6.09(a) (v) or (vii) or of the Convertible Preferred
     Stock or Warrants pursuant to Section 6.09(b)(iv), the selling
     Shareholder (the  Selling Shareholder ) will give Scotts the
     opportunity to purchase such shares in the following manner:

          (a)  The Selling Shareholder shall give notice (the
      Transfer Notice ) to Scotts in writing of such intention
     specifying the number of shares of Scotts Common Stock or
     Convertible Preferred Stock proposed to be sold or transferred,
     the proposed price therefor (the  Transfer Consideration ) and
     the other material terms upon which such disposition is proposed
     to be made; provided, that in the case of a sale or transfer of
     Convertible Preferred Stock made pursuant to Section 6.09(b)(iv),
     the Transfer Consideration shall be equal to (x) the aggregate
     Market Price of the shares of Scotts Common Stock into which such
     shares of Convertible Preferred Stock could be converted at the
     time of such Transfer Notice multiplied by (B) 105%.

          (b)  Scotts shall have the right, exercisable by written
     notice given by Scotts to the Selling Shareholder within two
     business days after receipt of the Transfer Notice (except in the
     case of a sale or transfer of Convertible Preferred Stock made
     pursuant to Section 6.09(b)(iv), in which case, ten business days
     after receipt of the Transfer Notice), to purchase all or any
     part of the shares of Scotts Common Stock or Convertible
     Preferred Stock or the number of Warrants specified in such
     Transfer Notice for cash in an amount equivalent to the Transfer
     Consideration.

          (c)  If Scotts exercises its right of first offer hereunder,
     the closing of the purchase of the shares of Scotts Common Stock
     or Convertible Preferred Stock with respect to which such right
     has been exercised shall take place within ten business days
     after Scotts gives notice of such exercise, which period of time
     shall be extended, as necessary, in order to comply with
     applicable securities and other applicable laws and regulations.
     Upon exercise of its right of first offer, Scotts and the
     Selling Shareholder shall be legally obligated to consummate
     the purchase contemplated thereby and shall use their best
     efforts to secure any approvals required in connection therewith.

          (d)  If Scotts does not exercise its right of first offer
     hereunder within the time specified for such exercise, the
     Selling Shareholder shall be free, during the period of 90
     calendar days following the expiration of such time for exercise,
     to sell the shares of Scotts Common Stock or Convertible
     Preferred Stock or the number of Warrants specified in the
     Transfer Notice pursuant to Section 6.09(a)(v) or (vii) or
     Section 6.09(b)(iv), respectively, at a price not less than the
     Transfer Consideration.

          (e)  In the event that Scotts elects to exercise any of its
     rights under this Section 6.10, Scotts may specify, prior to
     closing such purchase, another person as its designee to
     purchase the shares of Scotts Common Stock or Convertible
     Preferred Stock to which such notice of intention to exercise
     such rights relates.  If Scotts designates another person as the
     purchaser pursuant to this Section 6.10, Scotts shall be legally
     obligated to complete  such purchase if its designee fails to do so.

                                ARTICLE VII

                 COVENANTS OF SCOTTS AND MERGER SUBSIDIARY

          Scotts agrees that:

          SECTION 7.01.  Conduct of the Business of Scotts.  From
     January 26, 1995 until the Effective Time, unless the Company
     shall otherwise have consented in writing, Scotts shall, and
     shall cause its Subsidiaries to, conduct its business in the
     ordinary course consistent with past practice and shall use its
     best efforts to preserve intact its business organization and
     relationships with third parties.  Except as contemplated or
     required by this Agreement or set forth in Section 7.01 of the
     Scotts Disclosure Schedule, Scotts shall not, and shall cause its
     Subsidiaries not to, do, or propose or agree to do, any of the
     following without the prior written consent of the Company:

          (a)  adopt or propose any change in its Articles of
     Incorporation or Code of Regulations;

          (b)  merge or consolidate with any other Person or acquire a
     material amount of assets of any other Person;

          (c)  lease, license or dispose of any assets or property,
     which assets or property is material to Scotts and its
     Subsidiaries, taken as a whole, except (i) pursuant to existing
     contracts or commitments or (ii) in the ordinary course
     consistent with past practice ;

          (d)  declare, set aside, make or pay any dividend or other
     distribution, payable in cash, stock, property or otherwise, with
     respect to any of Scotts  capital stock;

          (e)  reclassify, combine, split, subdivide or redeem,
     purchase or otherwise acquire, directly or indirectly, a material
     amount of its capital stock;

          (f)  agree or commit to do any of the foregoing; or

          (g)  take or agree or commit to take any action that would
     make any representation and warranty of Scotts or Merger
     Subsidiary hereunder inaccurate in any respect at, or as of any
     time prior to the Effective Time.

          SECTION 7.02.  Access to Information; Confidentiality. (a)
     From January 26, 1995 until the Effective Time, Scotts shall
     afford the Company, its officers, directors, employees, counsel,
     financial advisors, auditors and other authorized representatives
     (the  Company Representatives ) reasonable access to the offices,
     properties, books and records of Scotts and Merger Subsidiary,
     will furnish to the Company and the Company Representatives such
     financial and operating data and other information as such
     Persons may reasonably request and will instruct Scotts
     employees, counsel and financial advisors to cooperate with the
     Company in its investigation of the business of Scotts and its
     Subsidiaries; provided that no investigation pursuant to this
     Section shall affect any representation or warranty given by
     Scotts and Merger Subsidiary to the Company and the Shareholders
     hereunder.

          (b)  All information obtained by the Company pursuant to
     this Section shall be kept confidential in accordance with the
     confidentiality agreements dated as of October 3, 1994, between
     Scotts and the Company.

          SECTION 7.03.  Obligations of Merger Subsidiary. Scotts
     will take all action necessary to cause Merger Subsidiary to
     perform its  obligations under this Agreement and to consummate
     the Merger on the terms and conditions set forth in this
     Agreement.

          SECTION 7.04.  Other Offers.  From January 26, 1995 until
     the later of the termination of this Agreement and the Effective
     Time, neither Scotts nor any officer, director, employee or other
     agent of Scotts will, directly or indirectly, (i) take any action
     to solicit, initiate or encourage any inquiries or the making or
     implementation of any proposal or offer with respect to a merger,
     acquisition, consolidation or similar transaction involving, or
     any purchase of all or any significant portion of the assets or
     any equity securities of, Scotts (a  Scotts Acquisition
     Proposal ), other than the transactions contemplated by this
     Agreement, or (ii) engage in negotiations with, or disclose any
     nonpublic information relating to Scotts or afford access to the
     properties, books or records of Scotts to, any Person that Scotts
     believes may be considering making, or has made, a Scotts
     Acquisition Proposal.  Scotts will promptly notify the Company
     upon receipt of any Scotts Acquisition Proposal or any indication
     that any Person is considering making a Scotts Acquisition
     Proposal or any request for nonpublic information relating to
     Scotts or for access to the properties, books or records of
     Scotts by any Person that may be considering making, or has made,
     a Scotts Acquisition Proposal and will keep the Company fully
     informed of the status and details of any such Scotts Acquisition
     Proposal, indication or request.

          SECTION 7.05.  Notices of Certain Events.  Scotts shall
     promptly notify the Company of:

               (i)  any notice or other communication from any Person
          alleging that the consent of such Person is or may be
          required in connection with the transactions contemplated by
          this Agreement;

               (ii)  any notice or other communication from any
          governmental or regulatory agency or authority in connection
          with the transactions contemplated by this Agreement;

               (iii)  the occurrence, or non-occurrence, of any event
          the occurrence, or non-occurrence, of which would be likely
          to cause (x) any representation or warranty contained in
          this Agreement to be untrue or inaccurate or (y) any
          covenant, condition or agreement contained in this Agreement
          not to be complied with or satisfied; and

               (iv)  any failure of Scotts or Merger Subsidiary to
          comply with or satisfy any covenant, condition or agreement
          to be complied with or satisfied by it hereunder;
          provided, however, that the delivery of any notice pursuant to
     this Section shall not limit or otherwise affect the remedies
     available hereunder to the Company.

          SECTION 7.06.  Proxy Statement and Shareholder Vote. (a)
     As promptly as practicable after January 26, 1995, Scotts shall
     prepare and file with the SEC (i) the Scotts Proxy Statement
     relating to Scotts  1995 Annual Meeting of Shareholders or a
     Special Meeting of Shareholders at which the Scotts Shareholder
     Consent will be solicited (the  Scotts Shareholder Meeting ),
     (ii) a registration statement on Form S-4 in which the Proxy
     Statement shall be included as a prospectus, in connection with
     the registration under the Securities Act of the Merger
     Consideration (the "Registration Statement").  Scotts shall use
     its best efforts to cause the Registration Statement to become
     effective as promptly as practicable, and shall take all actions
     required under any applicable federal or state securities laws in
     connection with the issuance of the Merger Consideration. Scotts
     shall take such action as is necessary to ensure that the Proxy
     Statement and the Registration Statement comply with the Exchange
     Act and the Securities Act, respectively.  As promptly as 
     practicable after review by the SEC, Scotts shall mail the Scotts
     Proxy Statement to its shareholders.  The Scotts Proxy Statement
     shall include the recommendation of the Board of Directors of
     Scotts in favor of (i) the amendment of Scotts  Articles of
     Incorporation to authorize the Convertible Preferred Stock; (ii)
     the acquisition by the Shareholders of more than 33-1/3% (but
     less than 50%) of Scotts  voting power, as  contemplated by
     Section 1701.831 of the Ohio Law; and (iii) the amendment of
     Scotts  Code of Regulations to implement a classified Board of
     Directors consisting of three classes of up to four directors
     each, to require a two-thirds vote of Shareholders on certain
     matters and to implement certain limitations on the ability of
     shareholders to call special meetings.  Attached hereto as Annex
     G is each of the amendments to Scotts  Articles of Incorporation
     and Code of Regulations which is proposed to be adopted by the
     shareholders of Scotts at the Scotts Shareholder Meeting.

          (b)  Scotts will ensure that the Scotts Proxy Statement and
     the Registration Statement will not, at the time (i) each such
     document is filed with the SEC, (ii) each such document is first
     published, sent or given to shareholders of Scotts, (iii) the
     Registration Statement is declared effective by the SEC, (iv) the
     Scotts Shareholder Meeting is convened and (v) the Effective Time
     occurs, contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or
     necessary to make the statements made therein, in light of the
     circumstances under which they are made, not misleading (except
     to the extent that any untrue statement or omission or alleged
     untrue statement or omission was made or omitted in reliance upon
     information furnished to Scotts by the Company or the
     Shareholders).

          SECTION 7.07.  Director and Officer Indemnification. From
     and after the Effective Time, Scotts will cause the Surviving
     Corporation to indemnify and hold harmless the present and former
     officers and directors of the Miracle-Gro Constituent Companies
     in respect of acts or omissions occurring prior to the Effective
     Time to the extent provided under such Miracle-Gro Constituent
     Company s certificate of incorporation and by-laws, or equivalent
     organizational documents, in effect on January 26, 1995;
     provided, that such indemnification shall be subject to any
     limitation imposed from time to time under applicable law, and,
     provided, further, that such indemnification shall not apply to
     claims made by or on behalf of any stockholder or former
     stockholder of any Miracle-Gro Constituent Company.

          SECTION 7.08.  Employee Benefits.  From and after the
     Effective Time through the later of December 31, 1995 and such
     date as the employees of the Miracle-Gro Constituent Companies
     commence participation in Scotts  employee benefits plans, as
     described in the following sentence (the  Plan Transfer Date ),
     Scotts will cause the Surviving Corporation and/or New Miracle-
     Gro to provide benefits to the Miracle-Gro Constituent Companies
     employees that are comparable to those provided by the Miracle-
     Gro Constituent Companies immediately prior to the Effective
     Time.  From and after the Plan Transfer Date, all employees of
     the Surviving Corporation shall become participants in the
     employee benefit plans and programs maintained by Scotts for
     similarly situated employees of Scotts.  Such employee benefit
     plans that are health benefit plans shall (i) recognize expenses
     and claims that were incurred by such employees in the year in
     which the Effective Time occurs and recognized for similar
     purposes under the Miracle-Gro Constituent Companies  plans as of
     the Effective Time, and (ii) provide coverage (without any
     required waiting period) for pre-existing health conditions to
     the extent covered under the applicable plans or programs of the
     Miracle-Gro Constituent Companies  plans as of the Effective
     Time.  In addition, such employee benefit plans and programs
     shall credit such employees with years of service with the
     Miracle-Gro Constituent Companies for all plan purposes;
     provided, however, that no such crediting shall be required to
     the extent that it would result in a duplication of benefits.
     Scotts will cause New Miracle-Gro, as successor corporation, to
     perform the obligations of the Company under the agreements set
     forth in Section 7.08 of the Miracle-Gro Disclosure Schedule.

          SECTION 7.09.  Employee Stock Options.  Subject to the
     fiduciary duties of Scotts  Board of Directors and appropriate
     authorization therefrom, Scotts agrees to use reasonable efforts 
     to fund the issuance of Scotts Common Stock pursuant to the
     exercise of employee stock options granted after January 26, 1995
     through shares of Scotts Common Stock held as treasury stock,
     which are acquired after January 26, 1995, or through open market
     or privately negotiated repurchases of Scotts  Common Stock.

                                ARTICLE VIII

                    COVENANTS OF SCOTTS, THE MIRACLE-GRO
                 CONSTITUENT COMPANIES AND THE SHAREHOLDERS

          The parties hereto agree that:

          SECTION 8.01.  Best Efforts.  Subject to the terms and
     conditions of this Agreement, each party will use its best
     efforts to take, or cause to be taken, all actions and to do, or
     cause to be done, all things necessary, proper or advisable under
     applicable laws and regulations to consummate the transactions
     contemplated by this Agreement as promptly as possible.

          SECTION 8.02.  Certain Filings.  The Miracle-Gro Constituent
     Companies and Scotts shall cooperate with one another (a) in
     connection with the preparation of the Scotts Proxy Statement and
     the Registration Statement (including, but not limited to, the
     preparation of any financial statements or pro forma financial
     statements required to be included therein), and (b) in
     determining whether any action by or in respect of, or filing
     with, any governmental body, agency or official, or authority is
     required, or any actions, consents, approvals or waivers are
     required to be obtained from parties to any material contracts,
     in connection with the consummation of the transactions
     contemplated by this Agreement and (c) in seeking any such
     actions, consents, approvals or waivers or making any such
     filings, furnishing information required in connection therewith
     or with the Scotts Proxy Statement or the Registration Statement
     and seeking timely to obtain any such actions, consents,
     approvals or waivers.

          SECTION 8.03.  Public Announcements.  Scotts and the Company
     will consult with each other before issuing any press release or
     otherwise making any public statement with respect to this
     Agreement or any transaction contemplated herein and, except as
     may be required by applicable law or any listing agreement with
     any national securities exchange, Scotts will not issue any such
     press release or make any such public statement prior to such
     consultation and no Miracle-Gro Constituent Company will issue
     any such press release or make any such public statement without
     the prior written consent of Scotts, which shall not be
     unreasonably withheld.

          SECTION 8.04.  Further Assurances.  At and after the
     Effective Time, the officers and directors of the Surviving
     Corporation will be authorized to execute and deliver, in the
     name and on behalf of the Company or Merger Subsidiary, any
     deeds, bills of sale, assignments or assurances and to take and
     do, in the name and on behalf of the Company or Merger
     Subsidiary, any other actions and things to vest, perfect or
     confirm of record or otherwise in the Surviving Corporation any
     and all right, title and interest in, to and under any of the
     rights, properties or assets of the Company acquired or to be
     acquired by the Surviving Corporation as a result of, or in
     connection with, the Merger.

          SECTION 8.05.  Tax Matters.  (a)  The Shareholders shall be
     solely responsible for preparing and filing on a timely basis all
     Tax Returns with respect to the income, business, assets,
     operations, activities, status or other matters of the Miracle-
     Gro Constituent Companies for all taxable periods ending at or
     before the Effective Time.  The Shareholders shall be solely
     responsible for and shall pay on a timely basis all taxes due
     thereon.

          (b)  Scotts shall be solely responsible for preparing and
     filing on a  timely basis all Tax Returns with respect to the
     income, business, assets, operations, activities, status or other
     matters of the Company for all taxable periods beginning after
     the Effective Time.  Scotts shall be solely responsible for and
     shall pay on a timely basis all taxes due thereon.

          (c)  The Shareholders and Scotts shall jointly prepare all
     Tax Returns with respect to the income, business, assets,
     operations, activities, status or other matters of the Miracle-
     Gro Constituent Companies for all taxable periods beginning
     before and ending after the Effective Time ( Straddle Periods ).
     The Shareholders and Scotts shall allocate any liability for
     taxes relating to Straddle Periods on the basis of an interim
     closing of the books as of the Effective Time.
          (d)  The Shareholders and Scotts agree to furnish to each
     other, upon written request, as promptly as practicable, such
     information and reasonable assistance relating to the Miracle-Gro
     Constituent Companies as is necessary for the filing of any Tax
     Return required to be filed after the Effective Time.  The
     Shareholders and Scotts also agree to cooperate with each other
     in the conduct of any audit or other proceeding involving one or
     more of the Miracle-Gro Constituent Companies or any successor
     corporation.  In any such case, each party shall use its best
     efforts to cause its financial advisors, auditors and other
     authorized representatives to cooperate therewith.

          SECTION 8.06.  Tax Treatment.  (a)  The Company and the
     Shareholders agree to accept the opinion of Skadden, Arps, Slate,
     Meagher & Flom, substantially in the form of Annex H hereto, in
     satisfaction of the condition set forth in Section 9.03(iv). The
     Company agrees that the representations and warranties set forth
     in the officer's certificate with respect to each of the Miracle-
     Gro Companies, which certificates are attached to such Annex H,
     are true and correct in all material respects as of the date
     hereof, and, assuming such representations and warranties
     continue to be true and correct in all material respects
     immediately prior to the Effective Time and that an authorized
     officer of Scotts and Merger Subsidiary executes the officer's
     certificate of Scotts and Merger Subsidiary attached to such
     Annex H, agree to cause an authorized officer of each of the
     Miracle-Gro Constituent Companies to execute such officer's
     certificates.

          (b)  None of the Shareholders, the Miracle-Gro Constituent
     Companies, Scotts or Merger Subsidiary has taken, or will take,
     any action or omitted to take any action which would (i) cause
     the representations and warranties in the officer's certificates
     (attached to Annex H) not to be true and correct in all material
     respects and (ii) cause any of the Merger Transactions to fail to
     qualify as a reorganization under Section 368(a) of the Code or
     otherwise jeopardize the status of any of the Merger Transactions
     as a tax-free reorganization within the meaning of Section 368(a)
     of the Code.  The Shareholders and the Miracle-Gro Constituent
     Companies agree to use their best efforts to cause each of the
     Merger Transactions to qualify as tax-free reorganizations within
     the meaning of Section 368(a) of the Code.

          (c)  Scotts agrees to cause the Surviving Corporation and
     New Miracle-Gro not to take any action or omit to take any action
     at or after the Effective Time if Scotts reasonably believes
     after consultation with counsel that such action or inaction,
     respectively, would jeopardize the status of any of the Merger
     and the Stock Sales as a tax-free reorganization within the
     meaning of Section 368(a) of the Code.

          SECTION 8.07.  Tax Gross-Up.  (a)  Notwithstanding anything
     herein to the contrary, the parties hereby agree that prior to
     the Effective Time the Miracle-Gro Constituent Companies shall
     distribute to the Shareholders an amount equal to $22 million.
     The Company may borrow funds to finance the payment of such
     distribution.  Unless specifically requested by the Shareholder
     Representative, (i) no funds or assets will be supplied by Scotts
     directly or indirectly to repay such loan, and (ii) in the event
     that the Surviving Corporation determines that it does not have
     sufficient funds to repay such loan, it shall use its best
     efforts to borrow funds for such repayment without a guarantee or
     other credit support from Scotts.
          (b)  In the event that pursuant to Section 1366 of the Code,
     the aggregate taxable income of the Shareholders with respect to
     the aggregate income of the Miracle-Gro Constituent Companies for
     the fiscal year commencing October 1, 1994, and ending at the
     Effective Time exceeds $22 million by up to $1 million (such
     excess being the "Excess Amount"), Scotts shall cause New
     Miracle-Gro to distribute to the Shareholders an additional
     amount of cash equal to 46% of such Excess Amount.  The foregoing
     distribution shall be made so as to qualify under Section
     1371(e)(1) of the Code and, in any event, shall be made not later
     than 30 days following the date on which the said aggregate
     income of the Miracle-Gro Constituent Companies, or any portion
     thereof, is determined to exceed $22 million.

          (c)  In the event that the distribution contemplated by
     Section 8.07(b) does not qualify as a distribution under Section
     1371(e)(1) of the Code, Scotts shall pay the Shareholders an
     amount which, after the payment of all Taxes due from the
     Shareholders with respect to such amount, shall equal 46% of the
     Excess Amount.  The amount to be paid to the Shareholders
     pursuant to this subsection shall not exceed $852,000.

          SECTION 8.08.  Consent Order.  Notwithstanding anything
     herein to the contrary, the parties hereto agree to act in a
     manner consistent with the Consent Order.

          SECTION 8.09.  Conduct of the Business.  (a) Until such time
     as Scotts may, consistent with the Consent Order, appoint
     directors to the Board of Directors of New Miracle-Gro, New
     Miracle-Gro will, and will cause its subsidiaries to, conduct its
     business in the ordinary course,as set forth in Section 5.01
     hereof, to the extent such actions are consistent with the
     Consent Order.

          (b)   Until such time as the Miracle-Gro Directors are
     appointed to the Board of Directors of Scotts, as provided in
     Section 7.01 hereof, Scotts will, and will cause its Subsidiaries
     to, conduct its business in the ordinary course, as set forth in
     Section 7.01 hereof, to the extent such actions are consistent
     with the Consent Order.

                                 ARTICLE IX

                          CONDITIONS TO THE MERGER

          SECTION 9.01.  Conditions to the Obligations of Each Party.
     The respective obligations of the Company, the Shareholders,
     Scotts and Merger Subsidiary to consummate the Merger are subject
     to the satisfaction of the following conditions, any or all of
     which may be waived, in whole or in part, to the extent permitted
     by this Agreement and by applicable law:

               (i)  Scotts shall have received the consent of the
          Requisite Banks (as defined in the Third Amended and
          Restated Credit Agreement dated as of April 7, 1992, as
          amended (the  Credit Agreement ), among Scotts, the Banks
          listed therein and Chemical Bank, as Agent) to the Merger
          Transactions and the other transactions contemplated herein,
          and the Credit Agreement provisions relating to restricted
          payments, operating and financial condition ratios and
          events of default shall have been appropriately amended in
          contemplation of the transactions contemplated by this
          Agreement, all of which shall be reasonably satisfactory to
          the Miracle-Gro Constituent Companies;

               (ii)  Scotts shall have received the consent to the
          Merger Transactions and the other transactions contemplated
          herein by the holders of a majority of aggregate principal
          amount of Scotts  outstanding 9-7/8% Senior Subordinated
          Notes due August 1, 2004, pursuant to the terms of the
          Indenture dated as of June 1, 1994, as supplemented (the
           Notes Indenture ), between Scotts and Chemical Bank, as
          trustee;

               (iii)  Scotts  shareholders shall have approved the
          acquisition by the Shareholders of more than 33-1/3% (but
          less than 50%) of Scotts  voting power, in accordance with
          the provisions of Section 1701.831 of Ohio Law;

               (iv)  shareholders representing more than 66-2/3% of
          the outstanding Scotts Common Stock shall have approved the
          amendment of Scotts  Articles of Incorporation to authorize
          the issuance of the Convertible Preferred Stock;

               (v)  shareholders representing more than a majority of
          the outstanding Scotts Common Stock shall have approved the
          amendment of Scotts  Code of Regulations to authorize a
          classified Board of Directors;

               (vi)  the applicable waiting period under the HSR Act
          relating to the Merger shall have expired or been
          terminated;

               (vii)  no provision of any applicable law or regulation
          and no judgment, injunction, order or decree shall prohibit
          the consummation of the Merger;

               (viii)  other than the filing of certificates of merger
          and/or other merger documents in accordance with New Jersey
          Law and Ohio Law, all authorizations, consents, waivers,
          orders or approvals required to be obtained, and all
          filings, notices or declarations required to be made, by the
          Company, Scotts and Merger Subsidiary prior to the
          consummation of the Merger shall have been obtained from,
          and made with, all required governmental or regulatory
          authorities except for such authorizations, consents,
          waivers, orders, approvals, filings, notices or declarations
          the failure of which to obtain or make would  not, at or
          after the Effective Time, individually or in the aggregate,
          have a Company Material Adverse Effect or a Scotts Material
          Adverse Effect; and

               (ix)  the Registration Statement shall have been
          declared effective under the Securities Act and there shall
          be no stop order or threatened stop order with respect
          thereto.

          SECTION 9.02.  Conditions to the Obligations of Scotts and
     Merger Subsidiary.  The obligations of Scotts and Merger
     Subsidiary to consummate the Merger are subject to the
     satisfaction of the following further conditions, any or all of
     which may be waived, in whole or in part, to the extent permitted
     by this Agreement and by applicable law:
               (i)  the Miracle-Gro Constituent Companies and the
          Shareholders and the General Partners shall have performed
          in all material respects their respective agreements and
          covenants required by this Agreement to be performed by them
          at or prior to the Effective Time; the representations and
          warranties of the Miracle-Gro Constituent Companies and the
          Shareholders and the General Partners contained in this
          Agreement and in any certificate delivered by any Miracle-
          Gro Constituent Company or Shareholder or General Partner
          pursuant hereto (in each case, limited, with respect to the
          Charity, as otherwise set forth herein) shall be true and
          correct in all material respects at and as of the Effective
          Time as if made at and as of such time, and Scotts shall
          have received a certificate signed by the Chief Executive
          Officer and Chief Financial Officer of the Company to the
          foregoing effect;

               (ii)  since January 26, 1995, there shall have been no
          change, occurrence or circumstance in the business, results
          of operations or condition (financial or otherwise) of the
          Miracle-Gro Constituent Companies having or reasonably
          likely to have, individually or in the aggregate, a Company
          Material Adverse Effect, and Scotts shall have received a
          certificate of the Chief Executive Officer of the Company to
          such effect;

               (iii)  no court, arbitrator or governmental body,
          agency or official shall have issued any order, and there
          shall not be any statute, rule or regulation, restraining or
          prohibiting the consummation of the Merger or the effective
          operation of the business of the Company after the Effective
          Time;

               (iv)  Scotts shall have received Employment Agreements
          substantially in the forms attached hereto as Annex F- 1, F-2
          and F-3 executed by Horace Hagedorn, John Kenlon and James
          Hagedorn, respectively; and

               (v)  Scotts shall have received all documents it may
          reasonably request relating to the existence of the Company
          and the authority of the Company to enter to, deliver and
          perform this Agreement, all in form and substance
          satisfactory to Scotts.

          SECTION 9.03.  Conditions to the Obligations of the Miracle-
     Gro Constituent Companies and the Shareholders.  The obligations
     of the Miracle-Gro Constituent Companies and the Shareholders to
     consummate the Merger Transactions are subject to the
     satisfaction of the following further conditions, any or all of
     which may be waived, in whole or in part, to the extent permitted
     by this Agreement and by applicable law:

               (i)  Scotts and Merger Subsidiary shall have performed
          in all material respects their respective agreements and
          covenants required by this Agreement to be performed by them
          at or prior to the Effective Time; the representations and
          warranties of Scotts and Merger Subsidiary contained in this
          Agreement and in any certificate delivered by Scotts or
          Merger Subsidiary pursuant hereto shall be true and correct
          in all material respects at and as of the Effective Time as
          if made at and as of such time, and the Company shall have
          received a certificate signed by the Chief Executive Officer
          and Chief Financial Officer of Scotts to the foregoing
          effect;

               (ii)  since January 26, 1995, there shall have been no
          change, occurrence or circumstance in the business, results
          of operations or condition (financial or otherwise) of
          Scotts having or reasonably likely to have, individually or
          in the aggregate, a Scotts Material Adverse Effect, and the
          Company shall have received a certificate of the Chief
          Executive Officer of Scotts to such effect;

               (iii)  no court, arbitrator or governmental body,
          agency or official shall have issued any order, and there
          shall not be any statute, rule or regulation, restraining or
          prohibiting the consummation of the Merger or the effective
          operation of the business of Scotts after the Effective
          Time;

               (iv)  the Company and the Shareholders shall have
          received the opinion of Skadden, Arps, Slate, Meagher & Flom
          substantially in the form attached hereto as Annex H to the
          effect that each of the Merger and each of the Stock Sales
          constitutes a tax-free reorganization pursuant to Section
          368(a) of the Code; and

               (v)  the Company shall have received all documents it
          may reasonably request relating to the existence of Scotts
          and Merger Subsidiary and the authority of Scotts and Merger
          Subsidiary to enter to, deliver and perform this Agreement,
          all in form and substance satisfactory to the Company.

                                 ARTICLE X

                                TERMINATION

          SECTION 10.01.  Termination.  This Agreement may be
     terminated and the Merger may be abandoned at any time prior to
     the Effective Time (notwithstanding any approval of this
     Agreement by the Shareholders or of the shareholders of Scotts):

               (a)  by mutual written consent of the parties hereto;

               (b)  by any party if the Merger has not been
          consummated by September 30, 1995;

               (c)  by any party if, prior to the Effective Time, the
          Market Price (as defined in Section 6.01) of Scotts Common
          Stock shall be less than the  Target Amount  for ten
          consecutive trading days, the  Target Amount  being the
          lesser of $12 per share and the amount determined by
          multiplying $12 by a percentage equal to 100% minus the
          percentage decline, if any, in the Standard & Poors 500
          Index (as reported by The Wall Street Journal) from January
          26, 1995 to the date of the first day of such ten
          consecutive day trading period;

               (d)  by any party if there shall be any law or
          regulation that makes consummation of the Merger illegal or
          otherwise prohibited or if any judgment, injunction, order
          or decree enjoining Scotts or any Miracle-Gro Constituent
          Company from consummating any of the Merger Transactions is
          entered and such judgment, injunction, order or decree shall
          become final and nonappealable; and

               (e)  by Scotts, upon a breach of any representation,
          warranty, covenant or agreement on the part of any Miracle-
          Gro Constituent Company or any Shareholder set forth in this
          Agreement, or if any representation or warranty of the
          Miracle-Gro Constituent Companies and the Shareholders shall
          have become untrue, in either case such that the conditions
          set forth in Section 9.02 would be incapable of being
          satisfied by September 30, 1995 (or as otherwise extended);
          provided that, in any case, a willful breach shall be deemed
          to cause such conditions to be incapable of being satisfied
          for purposes of this Section 10.01(e);

               (f)  by the Miracle-Gro Constituent Companies and the
          Shareholders, upon a breach of any representation, warranty,
          covenant or agreement on the part of Scotts or Merger
          Subsidiary set forth in this Agreement, or if any
          representation or warranty of Scotts or Merger Subsidiary
          shall have become untrue, in either case such that the
          conditions set forth in Section 9.03 would be incapable of
          being satisfied by September 30, 1995 (or as otherwise
          extended); provided that, in any case, a willful breach
          shall be deemed to cause such conditions to be incapable of
          being satisfied for purposes of this Section 10.01(f); and

               (g)  by any party hereto if the Scotts' Shareholders
          shall fail to approve the acquisition contemplated by
          Section 9.01(iii) at the Scotts Shareholder Meeting.

          SECTION 10.02.  Effect of Termination.  If this Agreement is
     terminated pursuant to Section 10.01, this Agreement shall become
     void and of no effect with no liability on the part of any party
     hereto, except that the agreements contained in Sections 5.02,
     7.02 and 12.03 shall survive the termination hereof; provided,
     however, that nothing herein shall relieve any party from
     liability for the willful breach of any of its representations,
     warranties, covenants or agreements set forth in this Agreement.

                                 ARTICLE XI

                         SURVIVAL; INDEMNIFICATION

          SECTION 11.01.  Survival.  The representations and
     warranties of the parties hereto contained in this Agreement or
     in any certificate or other writing delivered pursuant hereto or
     in connection herewith shall survive until the Effective Time and
     shall thereupon terminate and be of no further force and effect;
     provided, that the representations and warranties contained in
     Sections 3.12 and 4.11 shall survive until expiration of the
     applicable statutory period of limitations (giving effect to any
     waiver, mitigation or extension thereof), if later.
     Notwithstanding the preceding sentence, any representation or
     warranty in respect of which indemnity may be sought under
     Section 11.02 or 11.03 shall survive the time at which it would
     otherwise terminate pursuant to the preceding sentence, if notice
     of the specific inaccuracy or breach thereof giving rise to such
     right to indemnity shall have been given to the party against
     whom such indemnity may be sought prior to such time.
     Notwithstanding any other provision of this Agreement to the
     contrary, the provisions of this Article XI shall apply to the
     Charity only to the extent that such provisions relate to
     covenants to be performed by the Charity.

          SECTION 11.02.  Indemnification.  (a) The Company and each
     Shareholder hereby jointly and severally indemnify Scotts against
     and agree to hold it harmless from any and all damage, loss,
     liability and expense (including, without limitation, reasonable
     expenses of investigation and reasonable attorneys' fees and
     expenses in connection with any action, suit or proceeding)
     (collectively,  Loss ) incurred or suffered by Scotts arising out
     of any misrepresentation or breach of warranty, covenant or
     agreement made or to be performed by the Company or the Share-
     holders pursuant to this Agreement.

          (b)  Scotts hereby indemnifies the Company and the Share-
     holders against and agrees to hold them harmless from any and all
     Loss incurred or suffered by the Company and/or the Shareholders
     arising out of any misrepresentation or breach of warranty,
     covenant or agreement made or to be performed by Scotts pursuant
     to this Agreement.

          SECTION 11.03.  Procedures.  (a)  The party seeking
     indemnification under Section 11.02 (the  Indemnified Party )
     agrees to give prompt notice to the party against whom indemnity
     is sought (the  Indemnifying Party ) of the assertion of any
     claim, or the commencement of any suit, action or proceeding in
     respect of which indemnity may be sought under such Section. The
     Indemnifying Party may, and at the request of the Indemnified
     Party shall, participate in and control the defense of any such
     suit, action or proceeding at its own expense.  The Indemnifying
     Party shall not be liable under Section 11.02 for any settlement
     effected without its consent of any claim, litigation or
     proceeding in respect of which indemnity may be sought hereunder;
     provided that such consent is not unreasonably withheld.

          (b)  The Indemnified Party shall cooperate fully in all
     aspects of any matter for which indemnity is sought pursuant to
     this Article XI with respect to an action brought by a third
     party, including, in such case, by providing reasonable access to
     employees and officers (as witnesses or otherwise) and other
     information.

                                ARTICLE XII

                               MISCELLANEOUS

          SECTION 12.01.  Notices.  All notices, requests and other
     communications to any party hereunder shall be in writing
     (including telecopy, telex or similar writing) and shall be
     given,

          if to Scotts or Merger Subsidiary, to:

               The Scotts Company
               14111 Scottslawn Road
               Marysville, OH  43041
               Attn.:  Craig D. Walley, General Counsel
               Telecopy: (513) 644-7072

               with a copy to:

               G. Robert Lucas, II       Vorys, Sater, Seymour and Pease
               52 East Gay Street
               Columbus, OH  43215
               Telecopy: (614) 464-6350

          if to the Company, the General Partners, the Shareholders or
     the Shareholder Representative, to:

               Stern's Miracle-Gro Products, Inc.
               800 Port Washington Boulevard
               Port Washington, NY  11050
               Attn.: John Kenlon, President
               Telecopy: (516) 883-6563

               with a copy to:

               Horace Hagedorn
               800 Port Washington Boulevard
               Port Washington, NY  11050
               Telecopy:  (516) 883-6563

               with a further copy to:

               J. Michael Schell
               Skadden, Arps, Slate, Meagher & Flom
               919 Third Avenue
               New York, NY  10022
               Telecopy: (212) 735-2000

               and a further copy to:

               Jonathan R. Karis
               Hutchins, Wheeler & Dittmar
               101 Federal Street
               Boston, MA  02110
               Telecopy:  (617) 951-1295

               and a further copy to:

               Hagedorn Partnership, L.P.
               800 Port Washington Boulevard
               Port Washington, NY 11050
               Attn.:  James Hagedorn
               Telecopy:  (516) 883-6563

               and a further copy to:

               The New York Community Trust
               Two Park Avenue
               New York, NY 10016
               Attn.:  Jane Wilton
               Telecopy:  (212) 532-8528

     or such other address or telecopy number as such party may
     hereafter specify for the purpose by notice to the other parties
     hereto.  Each such notice, request or other communication shall
     be effective (i) if given by telecopy, when such telecopy is
     transmitted to the telecopy number specified in this Section and
     the appropriate confirmation is received or (ii) if given by any
     other means, when delivered at the address specified in this
     Section.
          SECTION 12.02.  Amendments; No Waivers.  Any provision of
     this Agreement may be amended or waived prior to the Effective
     Time if, and only if, such amendment or waiver is in writing and
     signed, in the case of an amendment, by the parties hereto or in
     the case of a waiver, by the party against whom the waiver is to
     be effective; provided that after the adoption of this Agreement
     by the shareholders of Scotts, no such amendment or waiver shall,
     without the further approval of such shareholders, alter or
     change (i) the amount or kind of consideration to be received in
     exchange for any shares of capital stock of the Company, (ii) any
     term of the Articles of Incorporation of the Surviving
     Corporation or (iii) any of the terms or conditions of this
     Agreement if such alteration or change would adversely affect the
     holders of any shares of capital stock of Scotts.

          (b)  No failure or delay by any party in exercising any
     right, power or privilege hereunder shall operate as a waiver
     thereof nor shall any single or partial exercise thereof preclude
     any other or further exercise thereof or the exercise of any
     other right, power or privilege.  The rights and remedies herein
     provided shall be cumulative and not exclusive of any rights or
     remedies provided by law.

          SECTION 12.03.  Expenses; Taxes.  All costs and expenses
     incurred in connection with this Agreement shall be paid by
     Scotts in the case of the costs and expenses of Scotts and Merger
     Subsidiary, and by the Shareholders in the case of the costs and
     expenses of the Miracle-Gro Constituent Companies and the
     Shareholders which have not been paid at the Effective Time.
     Notwithstanding the foregoing, all applicable sales, use or
     transfer taxes, if any, and all capital gains or income taxes of
     any of the Shareholders or any of the Miracle-Gro Constituent
     Companies, in each case, that may be due and payable as a result
     of the Merger or the transactions contemplated by this Agreement,
     whether levied on any Miracle-Gro Constituent Company, any of the
     Shareholders, Scotts or Merger Subsidiary, shall be borne by the
     Shareholders.

          SECTION 12.04.  Headings. The headings contained in this
     Agreement are for reference purposes only and shall not affect in
     any way the meaning or interpretation of this Agreement.

          SECTION 12.05.  Severability.  If any term or other
     provision of this Agreement is invalid, illegal or incapable of
     being enforced by any rule of law or public policy, all other
     conditions and provisions of this Agreement shall nevertheless
     remain in full force and effect so long as the economic or legal
     substance of the transactions contemplated hereby is not affected
     in any manner materially adverse to any party.  Upon such
     determination that any term or other provision is invalid,
     illegal or incapable of being enforced, the parties hereto shall
     negotiate in good faith to modify this Agreement so as to effect
     the original intent of the parties as closely as possible to the
     fullest extent permitted by applicable law in an acceptable
     manner to the end that the transactions contemplated hereby are
     fulfilled to the extent possible.

           SECTION 12.06.  Entire Agreement.  This Agreement (together
     with the exhibits and annexes, the Company Disclosure Schedule,
     the Scotts Disclosure Schedule and the other documents delivered
     pursuant hereto) and the confidentiality agreements between the
     Company and Scotts constitute the entire agreement of the parties
     and supersede all prior agreements and undertakings, both written
     and oral, among the parties, or any of them, with respect to the
     subject matter hereof.

          SECTION 12.07.  Successors and Assigns.  The provisions of
     this Agreement shall be binding upon and inure to the benefit of
     the parties hereto and their respective successors and assigns,
     provided that no party may assign, delegate or otherwise transfer
     any of its rights or obligations under this Agreement without the
     written consent of the other parties.

          SECTION 12.08.  Governing Law.  This Agreement shall be
     construed in accordance with and governed by the law of the State
     of Ohio.

          SECTION 12.09.  Counterparts; Effectiveness.  This Agreement
     may be signed in any number of counterparts, each of which shall
     be an original, with the same effect as if the signatures thereto
     and hereto were upon the same instrument.  This Agreement shall
     become effective when each party hereto shall have received
     counterparts hereof signed by all of the other parties hereto.
          IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be duly executed by their respective authorized
     officers as of the day and year first above written.

                                   MIRACLE-GRO CONSTITUENT
COMPANIES:

                                   STERN'S MIRACLE-GRO PRODUCTS, INC.

                                   By  /s/ Horace Hagedorn

                                   Title:  Chairman and Chief
                                           Executive Officer

                                   STERN'S NURSERIES, INC.

                                   By  /s/ Horace Hagedorn

                                   Title:  Chief Executive Officer

                                   MIRACLE-GRO LAWN PRODUCTS INC.

                                   By  /s/ James Hagedorn

                                   Title:  President

                                   MIRACLE-GRO PRODUCTS LIMITED

                                   By  /s/ John Kenlon

                                   Title:  President

                                   SHAREHOLDERS:

                                     /s/ Horace Hagedorn

                                   HORACE HAGEDORN

                                   COMMUNITY FUNDS, INC.

                                   By  /s/ Jane Wilton

                                        Secretary and General Counsel

                                   HAGEDORN PARTNERSHIP, L.P.

                                   By   /s/ James Hagedorn

                                         A General Partner

                                     /s/ John Kenlon

                                   JOHN KENLON
                                   GENERAL PARTNERS:

                                     /s/ James Hagedorn

                                   JAMES HAGEDORN

                                     /s/ Katherine Hagedorn Littlefield

                                   KATHERINE HAGEDORN LITTLEFIELD

                                     /s/ Paul Hagedorn

                                   PAUL HAGEDORN

                                     /s/ Peter Hagedorn

                                   PETER HAGEDORN

                                     /s/ Robert Hagedorn

                                   ROBERT HAGEDORN

                                     /s/ Susan Hagedorn

                                   SUSAN HAGEDORN

                                   SCOTTS:

                                   THE SCOTTS COMPANY

                                   By  /s/ Craig Walley

                                   MERGER SUBSIDIARY:

                                   ZYX CORPORATION, an Ohio corporation

                                   By   /s/ Craig Walley



SCHEDULE 1.04

                       MERGER CONSIDERATION ALLOCATION

                      STERN'S MIRACLE-GRO PRODUCTS, INC.
                               Schedule 1.04(a)
                            (Number of securities)

                                SHARES OF
                                 $1,000      CLASS A   CLASS B     CLASS B
                                PREFERRED    WARRANTS  WARRANTS    WARRANTS

     Community Funds, Inc.       15,686        977,786   977,786    977,786

     Hagedorn Partnership, L.P. 145,608           0         0          0

     John Kenlon                  3,696         22,214    22,214     22,214


    _______________________________________________________________________

     TOTAL                      164,990       1,000,000  1,000,000 1,000,000

    _______________________________________________________________________

                       MERGER CONSIDERATION ALLOCATION

                          MIRACLE-GRO PRODUCTS LTD.
                               Schedule 1.04(b)
                            (Number of securities)

                                  SHARES OF
                                    $1,000      CLASS A     CLASS B   CLASS B
                                   PREFERRED    WARRANTS   WARRANTS   WARRANTS

     Hagedorn Partnership, L.P.      14,664         0         0          0

     John Kenlon                        336         0         0          0


      _____________________________________________________________________

     TOTAL                           15,000         0         0          0

      _____________________________________________________________________

                       MERGER CONSIDERATION ALLOCATION

                       MIRACLE-GRO LAWN PRODUCTS, INC.
                               Schedule 1.04(c)
                            (Number of securities)

                                   SHARES OF
                                    $1,000      CLASS A   CLASS B   CLASS B
                                   PREFERRED    WARRANTS  WARRANTS  WARRANTS

     Community Funds, Inc.           1,500         0         0         0

     Hagedorn Partnership, L.P.     13,200         0         0         0

     John Kenlon                       300         0         0         0


     _____________________________________________________________________

     TOTAL                          15,000         0         0         0

     _____________________________________________________________________

                       MERGER CONSIDERATION ALLOCATION

                           STERN'S NURSERIES, INC.
                               Schedule 1.04(d)
                           (Following Liquidation)
                            (Number of securities)

                               SHARES OF
                                 $1,000    CLASS A   CLASS B    CLASS B
                               PREFERRED   WARRANTS  WARRANTS   WARRANTS

     Horace Hagedorn               10        0         0           0


     ___________________________________________________________________

     TOTAL                         10        0         0           0

     ___________________________________________________________________

     GRAND TOTAL              195,000     1,000,000  1,000,000  1,000,000


SCHEDULE 2.03

               DIRECTORS AND OFFICERS OF SURVIVING CORPORATION
                             AND NEW MIRACLE-GRO

     Horace Hagedorn     -    Chairman of the Board of Directors
and
     Chief Executive Officer

     John Kenlon         -    Director, President and Chief Operating Officer

     James Hagedorn -    Director and Executive Vice President

ANNEX A

                                   TERMS OF
                     CLASS A CONVERTIBLE PREFERRED STOCK

          1.  Designation.  This series of Preferred Stock shall be
     designated Class A Convertible Preferred Stock, without par value
     (the  Class A Preferred ).

          2.  Authorized Number.  The number of shares constituting the
     Class A Preferred shall be One Hundred Ninety-Five Thousand
     (195,000) shares.

          3.  Dividends.  (a)  The holders of the Class A Preferred
     shall be entitled to receive, ratably with the holders of any other
     series of Preferred Stock with Parity Rights (as defined below) as
     to dividends based on their respective dividend rates, annual
     cumulative dividends in cash on each outstanding share of Class A
     Preferred at the rate of $50.00 per share per annum.  Such
     cumulative dividends shall be paid in equal amounts (other than
     with respect to the initial dividend period) quarterly on June 30,
     September 30, December 31 and March 31 of each year (unless such
     day is not a business day, in which event on the next business day)
     as declared by the Board of Directors to the extent legally
     permitted, to holders of record as they appear on the register for
     the Class A Preferred on the June 15, September 15, December 15 and
     March 15 immediately preceding the relevant Dividend Payment Date
     (as hereinafter defined), out of any funds at the time legally
     available therefor, shall accrue until so paid from the date of
     issuance of the applicable shares of Class A Preferred, and shall
     be deemed to accrue from day to day, whether or not declared.  A
     quarterly dividend period shall begin on the day following each
     June 30, September 30, December 31 and March 31 (each a Dividend
     Payment Date,  whether or not a dividend is paid on such date) and
     end on the next succeeding Dividend Payment Date. Notwithstanding
     the foregoing, the first quarterly dividend period shall commence
     on the date of issue, and such dividend shall be paid on June 30,
     1995 for the actual number of days in such period.  If dividends
     shall not have been paid, or declared and set apart for payment,
     upon all outstanding shares of Class A Preferred at the aforesaid
     times and rates, such deficiency shall be cumulative in full.  Any
     accumulation of dividends shall not bear interest.

          (b)  No dividends or other distribution (other than dividends
     payable in Common Stock), and no redemption, purchase or other
     acquisition for value (other than redemptions, purchases or
     acquisitions payable in Common Stock or repurchases of Common Stock
     from employees of the Company pursuant to obligations existing as
     of the date hereof or upon foreclosure pursuant to loans existing
     as of the date hereof to employees of the Company secured by Common
     Stock), shall be made with respect to the Common Stock or any other
     class or series of the Company s capital stock ranking junior to
     the Class A Preferred with respect to dividends or liquidation
     preferences until cumulative dividends on the Class A Preferred in
     the full amounts as set forth above for all dividend periods
     ending, and all amounts payable upon redemption of Class A
     Preferred, on or prior to the date on which the proposed dividend
     or distribution is paid, or the proposed redemption, purchase or
     other acquisition is effected, have been declared and paid or set
     apart for payment.
          (c)  (i)  If on any Dividend Payment Date all or any portion
     of the dividend payable on such date is not so paid and at such
     time all or any portion of the dividend payable on the next
     preceding Dividend Payment Date remains in arrears, then from such
     second Dividend Payment Date (herein the commencement of a default
     period) until all accrued and unpaid dividends for all previous
     quarterly dividend periods and for the current quarterly dividend
     period on all shares of Class A Preferred then outstanding shall
     have been declared and paid, all holders of Class A Preferred,
     voting separately as a class, shall have the right to elect three
     directors to the Company's Board of Directors ("Directors").

          (ii)  Such Directors shall be designated by the Shareholder
     Representative (as defined in the Merger Agreement) and shall be
     appointed to the Board, to fill vacancies newly created for such
     purpose, immediately upon such designation.  After the holders of
     the Class A Preferred shall have exercised their right to elect
     Directors in any default period and during the continuance of such
     period, the number of Directors shall not be increased or decreased
     except by vote of the holders of Class A Preferred as herein
     provided.

          (iii)  Immediately upon the expiration of a default period,
     (x) the right of the holders of Class A Preferred as a class to
     elect Directors pursuant to this Section 3(c) shall cease, (y) the
     term of any Directors elected by the holders of Class A Preferred
     as a class pursuant to this Section 3(c) shall terminate, and (z)
     the number of Directors shall be such number as was in effect
     immediately prior to the increase contemplated by this Section
     3(c).

          4.  Liquidation Preference.  In the event of any liquidation,
     dissolution, or winding up of the Company, either voluntary or
     involuntary, distributions to the shareholders of the Company shall
     be made in the following manner:

          (a)  The holders of the Class A Preferred shall be entitled to
     receive, ratably with the holders of any other series of Preferred
     Stock with Parity Rights (as defined below) as to liquidation
     preferences based on their respective preference amounts (which, in
     the case of the Class A Preferred, shall include any amounts owing
     in respect of accrued and unpaid dividends), prior and in
     preference to any distribution of any of the assets or funds of the
     Company to the holders of the Common Stock (or any other securities
     of the Company ranking junior to the Class A Preferred as to
     liquidation preferences), the preference amount (in cash) of $1,000
     per share for each share of Class A Preferred then held by them
     plus an amount equal to all accrued but unpaid dividends (whether
     or not declared) on the Class A Preferred to the date of
     liquidation, dissolution or winding up.  If the assets and funds
     thus distributed among the holders of the Class A Preferred and of
     any other series of Preferred Stock with Parity Rights as to
     liquidation preferences are insufficient to permit the payment to
     such holders of the full preferential amount described above, then
     the entire assets and funds of the Company legally available for
     distribution shall be distributed among the holders of the Class A
     Preferred and of any other series of Preferred Stock with Parity
     Rights as to liquidation preferences in the proportion that the
     aggregate preferential amount of shares of Class A Preferred and of
     any other series of Preferred Stock with Parity Rights as to
     liquidation preferences held by each such holder bears to the
     aggregate preferential amount of all shares of Class A Preferred
     and of any other series of Preferred Stock with Parity Rights as to
     liquidation preferences.  After payment has been made to the
     holders of the Class A Preferred and of any other series of
     Preferred Stock with Parity Rights as to liquidation preferences of
     the full amounts to which they are entitled, no further amounts
     shall be paid with respect to the Class A Preferred, and the
     remaining assets of the Company shall be distributed among the
     holders of the Common Stock (and other junior securities with
     regard to liquidation preferences) in accordance with the Restated
     Articles of Incorporation and applicable law.

          (b)  For purposes of this Section 4, a merger or consolidation
     of the Company with or into any other corporation or corporations
     in which the Company is not the surviving corporation, or a
     voluntary sale of all or substantially all of the assets of the
     Company, shall not be treated as a liquidation, dissolution or
     winding up of the Company (unless in connection therewith, the
     liquidation, dissolution or winding up of the Company is
     specifically approved), but shall be treated as provided in Section
     7(e) hereof.

          5.  Provisions Generally Applicable to Dividends and
     Liquidation.

          (a)  The term  Parity Rights,  as used in this Article FOURTH
     of the Restated Articles of Incorporation, shall mean dividend
     rights and liquidation preferences of any series of Preferred Stock
     of the Company which have preferences upon any liquidation,
     dissolution, or winding up of the Company or rights with respect to
     the declaration, payment and setting aside of dividends on a parity
     with those of the Class A Preferred.

          (b)  Except as otherwise permitted by the Amended and Restated
     Agreement and Plan of Merger dated as of May 19, 1995 (the "Merger
     Agreement"), among Stern's Miracle-Gro Products, Inc., Stern's
     Nurseries, Inc., Miracle-Gro Lawn Products, Inc., Miracle- Gro
     Products Limited, Hagedorn Partnership, L.P. (the "Partnership"),
     Community Funds, Inc., Horace Hagedorn, John Kenlon, the general
     partners of the Partnership, the Company and ZYX Corporation, the
     Company will not, by amendment of its Restated Articles of
     Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities or
     any other voluntary action, avoid or seek to avoid the observance
     or performance of any of the terms to be observed or performed
     hereunder by the Company, but will at all times in good faith
     assist in the carrying out of all the provisions of Sections 3 and
     4 and in the taking of all such action as may be necessary or
     appropriate in order to protect the dividend and liquidation rights
     of the holders of the Class A Preferred against impairment;
     provided, however, that nothing herein will prevent the Company
     from creating any new series of Preferred Stock with higher
     dividend rates or liquidation payments so long as the priority of
     such rights is not senior to the rights of the Class A Preferred.

          6.  Voting Rights.  Except as otherwise required by law, the
     holder of each share of Class A Preferred shall be entitled to the
     number of votes equal to the number of shares of Common Stock into
     which such share of Class A Preferred could be converted at the
     record date for determination of the shareholders entitled to vote
     on such matters, such votes to be counted together with all other
     shares of stock of the Company having general voting power and not
     separately as a class or series.  Holders of Class A Preferred
     shall be entitled to receive the same notice of any shareholders
     meeting as is provided to holders of Common Stock. Fractional
     votes by the holders of Class A Preferred shall not, however, be
     permitted, and any fractional voting rights shall (after
     aggregating all shares into which shares of Class A Preferred held
     by each holder could be converted) be rounded to the nearest whole
     number.  The Company will, or will cause the registrar to, transmit
     to the registered holders of the Class A Preferred all reports and
     communications from the Company that are generally mailed to
     holders of its Common Stock.

          7.  Conversion.  The holders of the Class A Preferred have
     conversion rights as follows (the  Conversion Rights ):

          (a)  Right to Convert.  Each share of Class A Preferred shall
     be convertible, at the option of the holder thereof, at any time
     after the date of issuance of such share and prior to the close of
     business of the Company on the business day next preceding any date
     set for the redemption thereof (provided that funds sufficient to
     redeem all shares to be redeemed on such date have been paid or
     made available for payment as described in Section 8(b)(iii)), at
     the office of the Company or any transfer agent for the Class A
     Preferred, into such number of fully paid and nonassessable shares
     of Common Stock as is determined by dividing $1,000 by the
     Conversion Price, determined as hereinafter provided, in effect at
     the time of conversion.  The price at which shares of Common Stock
     shall be deliverable upon conversion (the  Conversion Price ) shall
     initially be $19 per share of Common Stock.  Such initial Conversion
     Price shall be subject to adjustment as hereinafter provided.

          (b)  Accrued Dividends and Fractional Shares. Dividends shall
     cease to accrue on shares of Class A Preferred surrendered for
     conversion into Common Stock; provided, however, that any dividends
     (whether or not declared) upon such shares which were accrued as of
     but not paid on or before the Dividend Payment Date immediately
     preceding the conversion date shall be paid in cash upon such
     conversion or as soon thereafter as permitted by law.

          No fractional shares of Common Stock shall be issued upon
     conversion of Class A Preferred.  In lieu of any fractional shares
     to which the holder would otherwise be entitled, the Company shall,
     after aggregation of all fractional share interests held by each
     holder, pay cash equal to such remaining fractional interest
     multiplied by the Market Price at the time of conversion.

          (c)  Mechanics of Conversion.  Before any holder of Class A
     Preferred shall be entitled to convert the same into full shares of
     Common Stock and to receive certificates therefor, such holder
     shall surrender the certificate or certificates for the Class A
     Preferred to be converted, duly endorsed, at the office of the
     Company or of any transfer agent for the Class A Preferred, and
     shall give written notice to the Company at such office that such
     holder elects to convert the same.  The Company shall, as soon as
     practicable after such delivery, issue and deliver at such office
     to such holder of Class A Preferred (or to any other person
     specified in the notice delivered by such holder), a certificate or
     certificates for the number of shares of Common Stock to which such
     holder shall be entitled as aforesaid and a check payable to the
     holder for any cash amounts payable as the result of a conversion
     into fractional shares of Common Stock.  Such conversion shall be
     deemed to have been made immediately prior to the close of business
     on the date of such surrender of the shares of Class A Preferred to
     be converted, and the person or persons entitled to receive the
     shares of Common Stock issuable upon such conversion shall be
     treated for all purposes as the record holder or holders of such
     shares of Common Stock on such date.  In case any certificate for
     shares of Class A Preferred shall be surrendered for conversion of
     only a part of the shares represented thereby, the Company shall
     deliver at such office to or upon the written order of the holder
     thereof, a certificate or certificates for the number of shares of
     Class A Preferred represented by such surrendered certificate which
     are not being converted.  Notwithstanding the foregoing, the
     Company shall not be obligated to issue certificates evidencing the
     shares of Common Stock issuable upon such conversion unless the
     certificates evidencing Class A Preferred are either delivered to
     the Company or its transfer agent, or the holder notifies the
     Company or its transfer agent that such certificates have been
     lost, stolen or destroyed and executes an agreement satisfactory to
     the Company to indemnify the Company from any loss incurred by it
     in connection with such certificates.  The issuance of certificates
     for shares of Common Stock issuable upon conversion of shares of
     Class A Preferred shall be made without charge to the converting
     holder for any tax imposed in respect of the issuance thereof;
     provided that the Company shall not be required to pay any tax
     which may be payable with respect to any transfer involved in the
     issue and delivery of any certificate in a name other than that of
     the holder of the shares of Class A Preferred being converted.

          (d)  Effects of Certain Events.

          (i)  Common Stock Dividends, Subdivisions or Combinations.  In
     case the Company shall (A) pay or make a dividend or other
     distribution to all holders of its Common Stock in shares of its
     Common Stock, (B) subdivide, split or reclassify the outstanding
     shares of its Common Stock into a larger number of shares or (C)
     combine or reclassify the outstanding shares of its Common Stock
     into a smaller number of shares, the Conversion Price in effect
     immediately prior thereto shall be adjusted so that the holder of
     each outstanding share of Class A Preferred shall thereafter be
     entitled to receive upon the conversion of such share the number of
     shares of Common Stock which such holder would have owned and been
     entitled to receive had such shares of Class A Preferred been
     converted immediately prior to the happening of any of the events
     described above or, in the case of a stock dividend or other
     distribution, prior to the record date for determination of
     shareholders entitled thereto.  An adjustment made pursuant to this
     clause (i) shall become effective immediately after such record
     date in the case of a dividend or distribution and immediately
     after the effective date in the case of a subdivision, split,
     combination or reclassification.

          (ii)  Distributions of Assets or Securities Other Than Common
     Stock.  In case the Company shall, by dividend or otherwise,
     distribute to all holders of its Common Stock shares of any of its
     capital stock (other than Common Stock), rights or warrants to
     purchase any of its securities (other than those referred to in
     (iii) below), cash (other than any regular quarterly or semi- annual
     dividend which the Board of Directors of the Company determines),
     other assets or evidences of its indebtedness, then in each such
     case the Conversion Price shall be adjusted by multiplying the
     Conversion Price in effect immediately prior to the date of such
     dividend or distribution by a fraction, of which the numerator
     shall be the Average Market Price per share of Common Stock at the
     record date for determining shareholders entitled to such dividend
     or distribution less the fair market value (as determined in good
     faith by the Board of Directors) of the portion of the securities,
     cash, assets or evidences of indebtedness so distributed applicable
     to one share of Common Stock, and of which the denominator shall be
     such Average Market Price per share.  An adjustment made pursuant
     to this clause (ii) shall become effective immediately after such
     record date.

          (iii)  Below Market Distributions or Issuances.  In case the
     Company shall issue Common Stock (or rights, warrants or other
     securities convertible into or exchangeable or exercisable for
     shares of Common Stock) to all holders of Common Stock at a price
     per share (or having an effective exercise, exchange or conversion
     price per share) less than the Average Market Price per share of
     Common Stock at the record date for the determination of
     shareholders entitled to receive such Common Stock (or rights,
     warrants or other securities convertible into or exchangeable or
     exercisable for shares of Common Stock), then in each such case the
     Conversion Price shall be adjusted by multiplying the Conversion
     Price in effect immediately prior to the date of issuance of such
     Common Stock (or rights, warrants or other securities) by a
     fraction, the numerator of which shall be the sum of (A) the number
     of shares of Common Stock outstanding on the date of such issuance
     (without giving effect to any such issuance) and (B) the number of
     shares which the aggregate consideration receivable by the Company
     for the total number of shares of Common Stock so issued (or into
     or for which such rights, warrants or other securities are
     convertible, exchangeable or exercisable) would purchase at such
     Average Market Price, and the denominator of which shall be the sum
     of (A) the number of shares of Common Stock outstanding on the date
     of such issuance (without giving effect to any such issuance) and
     (B) the number of additional shares of Common Stock so issued (or
     into or for which such rights, warrants or other securities are
     convertible, exchangeable or exercisable).  An adjustment made
     pursuant to this clause (iii) shall become effective immediately
     after the record date for determination of shareholders entitled to
     receive or purchase such Common Stock (or rights, warrants or other
     securities convertible into or exchangeable or exercisable for
     shares of Common Stock).  For purposes of this clause (iii), the
     issuance of any options, rights or warrants or any shares of Common
     Stock (whether treasury shares or newly issued shares) pursuant to
     any employee (including consultants and directors) benefit or stock
     option or purchase plan or program of the Company shall not be
     deemed to constitute an issuance of Common Stock or options, rights
     or warrants to which this clause (iii) applies. Notwithstanding
     anything herein to the contrary, no further adjustment to the
     Conversion Price shall be made (i) upon the issuance or sale of
     Common Stock upon the exercise of any rights or warrants or (ii)
     upon the issuance or sale of Common Stock upon conversion or
     exchange of any convertible securities, if any adjustment in the
     Conversion Price was made or required to be made upon the issuance
     or sale of such rights, warrants or securities.

          (iv)  Repurchases.  In case at any time or from time to time
     the Company or any subsidiary thereof shall repurchase, by self
     tender offer or otherwise, any shares of Common Stock of the
     Company at a weighted average purchase price in excess of the
     Average Market Price on the business day immediately prior to the
     earliest of the date of such repurchase, the commencement of an
     offer to repurchase or the public announcement of either (such date
     being referred to as the  Determination Date ), the Conversion
     Price in effect as of such Determination Date shall be adjusted by
     multiplying such Conversion Price by a fraction, the numerator of
     which shall be (A) the product of (x) the number of shares of
     Common Stock outstanding on such Determination Date and (y) the
     Average Market Price of the Common Stock on such Determination Date
     minus (B) the aggregate purchase price of such repurchase and the
     denominator of which shall be the product of (x) the number of
     shares of Common Stock outstanding on such Determination Date minus
     the number of shares of Common Stock repurchased by the Company or
     any subsidiary thereof in such repurchase and (y) the Average
     Market Price of the Common Stock on such Determination Date. For
     purposes of this clause (iv), the repurchase or repurchases by the
     Company or any subsidiary thereof within any 12 month period of not
     more than 15% of the shares of Common Stock outstanding as of the
     first date of such period, at a price not in excess of 120% of the
     Average Market Price as of the Determination Date of any such
     repurchase, shall not be deemed to constitute a repurchase to which
     this clause (iv) applies.  An adjustment made pursuant to this
     clause (iv) shall become effective immediately after the effective
     date of such repurchase.

          (e)  Certain Reorganizations.  In the event of any change,
     reclassification, conversion, exchange or cancellation of
     outstanding shares of Common Stock of the Company (other than any
     reclassification referred to in Section 7(d)(i)), whether pursuant
     to a merger, consolidation, reorganization or otherwise, or the
     sale or other disposition of all or substantially all of the assets
     and properties of the Company, the shares of Class A Preferred
     shall, after such merger, consolidation, reorganization or other
     transaction, sale or other disposition, be convertible into the
     kind and number of shares of stock or other securities or property,
     of the Company or otherwise, to which such holder would have been
     entitled if immediately prior to such event such holder had 
     converted its shares of Class A Preferred into Common Stock at the
     Conversion Price in effect as of the consummation of such event.
     The provisions of this Section 7(e) shall similarly apply to
     successive changes, reclassifications, conversions, exchange or
     cancellations.

          (f)  No Impairment.  Except as permitted by the Merger
     Agreement, the Company will not, by amendment of its Restated
     Articles of Incorporation or through any reorganization, transfer
     of assets, consolidation, merger, dissolution, issue or sale of
     securities or any other voluntary action, avoid or seek to avoid
     the observance or performance of any of the terms to be observed or
     performed hereunder by the Company, but will at all times in good
     faith assist in the carrying out of all the provisions of this
     Section 7 and in the taking of all such action as may be necessary
     or appropriate in order to protect the conversion rights of the
     holders of the Class A Preferred against impairment.

          (g)  Calculation of Adjustments.  No adjustment in the
     Conversion Price shall be required unless such adjustment would
     require an increase or decrease of at least 1% in such price;
     provided, however, that any adjustments which by reason of this
     subsection (g) are not required to be made shall be carried forward
     and taken into account in any subsequent adjustment.  All
     calculations under this Section 7 shall be made by the Company and
     shall be made to the nearest cent or to the nearest one hundredth
     of a share, as the case may be.  Anything in this Section 7 to the
     contrary notwithstanding, the Company shall be entitled to make
     such reductions in the Conversion Price, in addition to those
     required by this Section 7, as it in its sole discretion shall
     determine to be advisable in order that any stock dividends,
     subdivision of shares, distribution of rights to purchase stock or
     securities, or a distribution of securities convertible into or
     exchangeable for stock hereafter made by the Company to its
     shareholders shall not be taxable.
          (h)  Certificate as to Adjustments.  Upon the occurrence of
     each adjustment or readjustment of the Conversion Price pursuant to
     this Section 7, the Company at its expense shall promptly compute
     such adjustment or readjustment in accordance with the terms hereof
     and furnish to each holder of Class A Preferred a certificate
     setting forth such adjustment or readjustment and showing in detail
     the facts upon which such adjustment or readjustment is based.  The
     Company shall, upon the written request at any time of any holder
     of Class A Preferred, furnish or cause to be furnished to such
     holder a like certificate setting forth (i) such adjustments and
     readjustments, (ii) the Conversion Price at the time in effect, and
     (iii) the number of shares of Common Stock and the amount, if any,
     of other property which at the time would be received upon the
     conversion of Class A Preferred.

          (i)  Notices.

               (A)  In the event that the Company shall propose at any
          time:

                    (1)  to declare any dividend or distribution upon
          its Common Stock;

                    (2)  to offer for subscription pro rata to the
          holders of any class or series of its stock any additional
          shares of stock of any class or series or other rights;
or

                    (3)  to effect any transaction of the type described
          in Section 7(e) hereof involving a change in the Common Stock;

          then, in connection with each such event, the Company shall
          send to the holders of the Class A Preferred:

                         (i)  at least 20 days  prior written notice of
               the date on which a record shall be taken for such
               dividend or distribution (and specifying the date on
               which the holders of Common Stock shall be entitled
               thereto) or for determining rights to vote in respect of
               the matters referred to in (1) and (2) above; and

                          (ii)  in the case of the matters referred to in
               (3) above, at least 20 days  prior written notice of the
               date when the same shall take place (and specifying the
               time on which the holders of Common Stock shall be
               entitled to exchange their Common Stock for securities or
               other property deliverable upon the occurrence of such
               event).

               (B)  In the event of any voluntary or involuntary
          dissolution, liquidation or winding up of the Company, the
          Company shall send to the holders of the Class A Preferred at
          least 20 days  prior written notice.

               (C)  The Company shall send written notice immediately
          upon any public announcement with respect to an open market
          repurchase program, any self tender offer for shares of Common
          Stock and any other repurchase other than a repurchase of
          stock of an employee or consultant pursuant to any benefit
          plan or agreement.

          8.  Redemption.

          (a)  Redemption.  The Class A Preferred shall not be subject
     to redemption prior to the last day of the month in which the fifth
     anniversary of the date of issuance occurs.  On or after such date,
     the Company may, at its option, redeem all or from time to time any
     part of the shares of Class A Preferred, out of funds legally
     available therefor, upon giving the Redemption Notice as set forth
     in Section 8(b) hereof.  The redemption payment for each share of
     Class A Preferred shall be an amount (the  Redemption Payment ) in
     cash equal to the sum of (i) the amount of all accrued and unpaid
     dividends (whether or not declared) thereon to and including the
     date fixed for redemption plus (ii) $1000.  In the event of a
     redemption of only a part of the then outstanding Class A
     Preferred, the Company shall effect such redemption ratably
     according to the number of shares held by each holder of Class A
     Preferred.

          (b)  Mechanics of Redemption.

          (i)  At least 30 days, but no more than 60 days, prior to the
      date fixed for any redemption pursuant to Section 8(a) (the
      Redemption Date ), the Company shall send a written notice (the
      Redemption Notice ) to the holders of shares to be redeemed on
     such date (the  Redemption Shares ) stating:  (A) the total number
     of shares being redeemed; (B) the number of Redemption Shares held
     by such holder; (C) the Redemption Date and the Redemption Payment;
     (D) the date on which such holder s conversion rights as to such
     shares shall terminate; and (E) the manner in which and the place
     at which such holder is to surrender to the Company the certificate
     or certificates representing the Redemption Shares.

          (ii)  Upon the surrender to the Company, in the manner and at
     the place designated, of a certificate or certificates representing
     Redemption Shares, the Redemption Payment for such shares shall be
     payable to the order of the person whose name appears on such
     certificate or certificates as the owner thereof.  All such
     surrendered certificates shall be cancelled.  Upon redemption of
     only a portion of the shares of Class A Preferred represented by a
     certificate surrendered for redemption, the Company shall issue and
     deliver to or upon the written order of the holder of the
     certificate so surrendered, at the expense of the Company (except
     for expenses relating to the issuance of such shares to a person
     other than the record holder of the Redemption Shares), a new
     certificate representing the unredeemed shares of Class A Preferred
     represented by the certificate so surrendered.

          (iii)  On or prior to the Redemption Date, the Company shall
     have the option to deposit the aggregate of all Redemption Payments
     for all Redemption Shares (other than Redemption Shares surrendered
     for conversion prior to such date) in a bank or trust company
     (designated in the notice of such redemption) doing business in the
     State of Ohio or the City of New York, having aggregate capital and
     surplus in excess of $500,000,000, as a trust fund for the benefit
     of the respective holders of Redemption Shares, with irrevocable
     instructions and authority to the bank or trust company to pay the
     appropriate Redemption Payment to the holders of Redemption Shares
     upon receipt of notification from the Company that such holder has
     surrendered the certificate representing such shares to the
     Company.  Such instructions shall also provide that any such moneys
     remaining unclaimed at the expiration of one year following the
     Redemption Date shall thereafter be returned to the Company upon
     its request as expressed in a resolution of its Board of Directors.
      The holder of any Redemption Shares in respect of which such
     deposit has been returned to the Company pursuant to the preceding
     sentence shall have a claim as an unsecured creditor against the
     Company for the Redemption Payment in respect thereof, without
     interest.

          (iv)  Provided that the Company has given the Redemption
     Notice described in Section 8(b)(i) and has on or prior to the
     Redemption Date either paid or made available (as described in
     Section 8(b)(iii)) Redemption Payments to the holders of Redemption
     Shares, all Redemption Shares shall be deemed to have been redeemed
     as of the close of business of the Company on the applicable
     Redemption Date.  Thereafter, the holder of such shares shall no
     longer be treated for any purposes as the record holder of such
     shares of Class A Preferred, regardless of whether the certificates
     representing such shares are surrendered to the Company or its
     transfer agent, excepting only the right of the holder to receive
     the appropriate Redemption Payment, without interest, upon such
     surrender.  Such shares so redeemed shall not be transferred on the
     books of the Company or be deemed to be outstanding for any purpose
     whatsoever.

          (v)  The Company shall not be obligated to pay the Redemption
     Payment to any holder of Redemption Shares unless the certificates
     evidencing such shares are either delivered to the Company or its
     transfer agent, or the holder notifies the Company or its transfer
     agent that such certificates have been lost, stolen or destroyed
     and executes an agreement satisfactory to the Company to indemnify
     the Company from any loss incurred by it in connection with such
     certificates.

          (c)  Limitation on Redemption.  The Company shall not be
     obligated to redeem any shares of Class A Preferred which have
     previously been converted into Common Stock.  The Company shall not
     be obligated to redeem shares pursuant to this Section 8 if such
     redemption would violate any provisions of applicable law. If,
     after giving the Redemption Notice, the Company is unable, pursuant
     to applicable law, to redeem some or all unconverted Redemption
     Shares on any particular Redemption Date, the Company shall
     promptly notify the holders thereof of the facts that prevent the
     Company from so redeeming such shares.  Thereafter, the Company
     shall redeem such unredeemed Redemption Shares at such time as it
     is lawfully able to do so.

          9.  Status of Converted Shares.  If shares of Class A
     Preferred are converted pursuant to Section 7 hereof or redeemed
     pursuant to Section 8 hereof, the shares so converted or redeemed
     shall resume the status of authorized but unissued shares of
     Preferred Stock of the Company unless otherwise prohibited by
     applicable law.

          10.  Notices.  All notices, requests, demands, and other
     communications hereunder shall be in writing and shall be deemed to
     have been duly given if delivered by hand or when sent by telegram
     or telecopier (with receipt confirmed), provided a copy is also
     sent by express (overnight, if possible) courier, addressed (i) in
     the case of a holder of Class A Preferred, to such holder's address
     of record, and (ii) in the case of the Company, to the Company s
     principal executive offices to the attention of the Company's
     secretary.

          11.  Amendments and Waivers.  Any right, preference, privilege
     or power of, or restriction provided for the benefit of, the Class
     A Preferred set forth herein may be amended and the observance
     thereof may be waived (either generally or in a particular instance
     and either retroactively or prospectively) with the written consent
     of the Company and the affirmative vote or written consent of the
     holders of not less than a majority of the shares of Class A
     Preferred then outstanding, and any amendment or waiver so effected
     shall be binding upon the Company and all holders of Class A
     Preferred.

          12.  Additional Definitions.  As used herein the term Trading
     Day  means each Monday, Tuesday, Wednesday, Thursday and Friday
     which is a day on which the New York Stock Exchange, Inc. is open
     for trading.

          As used herein, the term  Market Price  of a share of Common
     Stock or of any other security of the Company on any date shall
     mean:  (i) the last reported sales price of the Common Stock or
     such other security on the principal national securities exchange
     on which such Common Stock or other security is listed or admitted
     to trading or, if no such reported sale takes place on such date,
     the average of the closing bid and asked prices thereon, as
     reported in The Wall Street Journal, or (ii) if such Common Stock
     or other security shall not be listed or admitted to trading on a
     national securities exchange, the last reported sales price on the
     NASDAQ National Market or, if no such reported sales takes place on
     any such date, the average of the closing bid and asked prices
     thereon, as reported in The Wall Street Journal, or (iii) if such
     Common Stock or other security shall not be quoted on such National
     Market nor listed or admitted to trading on a national securities
     exchange, then the average of the closing bid and asked prices, as
     reported by The Wall Street Journal for the over-the-counter
     market, or (iv) if there is no public market for such Common Stock
     or other security, the fair market value of a share of such Common
     Stock or a unit of such other security as determined in good faith
     by the Board of Directors of the Company.

          The term  Average Market Price  shall mean the average of the
     Market Prices for the 30 consecutive trading days immediately
     preceding the date in question.

ANNEX B

                  SERIES A WARRANT TO PURCHASE COMMON SHARES
                                      OF
                              THE SCOTTS COMPANY

             THIS WARRANT WAS ISSUED PURSUANT TO THE AMENDED AND
        RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 19,
        1995, AMENDING AND RESTATING THE ORIGINAL AGREEMENT AND PLAN
        OF MERGER DATED AS OF JANUARY 26, 1995 (AS SO AMENDED AND
        RESTATED, THE "MERGER AGREEMENT"), AMONG STERN'S MIRACLE-GRO
        PRODUCTS, INC., STERN'S NURSERIES, INC., MIRACLE-GRO LAWN
        PRODUCTS, INC., MIRACLE-GRO PRODUCTS LIMITED, THE HAGEDORN
        PARTNERSHIP, L.P., THE GENERAL PARTNERS OF THE HAGEDORN
        PARTNERSHIP, L.P., COMMUNITY FUNDS, INC., HORACE HAGEDORN,
        JOHN KENLON, THE SCOTTS COMPANY AND ZYX CORPORATION.  NO
        TRANSFER MAY OCCUR EXCEPT IN CONFORMITY WITH THE TERMS OF THE
        MERGER AGREEMENT.

        No. WA-1                                 Warrant    to   Purchase
                                                 ______   Common  Shares,
                                                 without     par  value
                                                 (subject to  adjustment)

        Void after November 19, 2003

             For value received, THE SCOTTS COMPANY, an Ohio
        corporation (the  Company ), hereby certifies that
        ___________, or registered assigns (the  Holder ), is
        entitled, subject to the terms set forth below and to the
        Merger Agreement, to purchase from the Company, ______ Common 
        Shares, without par value, of the Company ( Common Stock ), as
        constituted on May 19, 1995 (the  Warrant Issue Date ), upon
        surrender hereof at the principal office of the Company
        referred to below, with the Notice of Exercise attached hereto
        duly executed, and simultaneous payment therefor in lawful
        money of the United States as hereinafter provided at the per
        share price of $21 (the  Exercise Price ).  The number,
        character and Exercise Price of such shares of Common Stock
        are subject to adjustment as provided below.  The term
         Warrant  as used herein shall include this Warrant and any
        warrants delivered in substitution or exchange therefor as
        provided herein.  This Warrant is registered and its transfer
        may be registered upon the books maintained for that purpose
        by the Company by delivery of this Warrant duly endorsed.

             Terms used herein and not otherwise defined shall have
        the meanings ascribed thereto in the Merger Agreement.

             1.   Term of Warrant.  Subject to the terms and
        conditions set forth herein, this Warrant shall be
        exercisable, in whole or in part, during the term commencing
        on May 19, 1995 and ending at 5:00 p.m., Eastern time, on the
        date eight years and six months after the Warrant Issue Date,
        and shall be void thereafter.

             2.   Exercise of Warrant.
                  2.1  Method.  The purchase rights represented by
        this Warrant are exercisable by the Holder in whole or in
        part, at any time, or from time to time, during the term
        hereof as described in Section 1 above and subject to Section
        2.5, by the surrender of this Warrant and the Notice of
        Exercise annexed hereto duly completed and executed by the
        Holder at the principal executive office of the Company at
        14111 Scottslawn Road, Marysville, Ohio 43041 (or such other
        office or agency of the Company as it may designate by notice
        in writing to the Holder), upon payment in cash or by wire
        transfer to a bank account designated by the Company or by a
        certified or cashier's check of the aggregate Exercise Price
        of the shares to be purchased; provided, however, that, in
        lieu of cash, such Holder may pay such Exercise Price by
        exchanging shares of Common Stock having an aggregate Market
        Price equal to the aggregate Exercise Price or by reducing the
        number of shares of Common Stock such Holder would otherwise
        be entitled to upon such exercise by a number of shares of
        Common Stock having an aggregate Market Price equal to the
        aggregate Exercise Price.

                  2.2  Effect.  This Warrant shall be deemed to have
        been exercised at the time of its surrender for exercise
        together with full payment as provided above, and the person
        entitled to receive the shares of Common Stock issuable upon
        such exercise shall be treated for all purposes as the holder
        of record of such shares at and after such time.  As promptly
        as practicable on or after such date the Company at its
        expense shall issue to the person entitled to receive the same
        a certificate for the number of shares of Common Stock
        issuable upon such exercise.  If this Warrant is exercised in
        part, the Company at its expense will execute and deliver a
        new Warrant exercisable for the number of shares for which
        this Warrant may then be exercised.

                  2.3  Holder Not a Shareholder.  The Holder shall
        neither be entitled to vote nor receive dividends nor be
        deemed the holder of Common Stock or any other securities of
        the Company that may at any time be issuable on the exercise
        hereof for any purpose until the Warrant has been exercised
        for shares of Common Stock as provided in this Section 2.

                  2.4  No Fractional Shares or Scrip.  No fractional
        shares or scrip representing fractional shares of Common Stock
        shall be issued upon the exercise of this Warrant.  In lieu of
        any fractional share to which the Holder would otherwise be
        entitled, the Company shall make a cash payment equal to the
        Exercise Price multiplied by such fraction.

                  2.5  Exercise for Cash in Certain Circumstances.
        Notwithstanding the foregoing, (a) until the fifth anniversary
        of the Warrant Issue Date, in the event, and to the extent
        that, the exercise of this Warrant would cause the Total
        Voting Power of the Shareholders to exceed the Standstill
        Percentage, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time and (b) thereafter, in the
        event, and to the extent that, the exercise of this Warrant
        would cause the Total Voting Power of the Shareholders to
        exceed 49%, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time.

             3.   Registered Warrants.

                  3.1  Series.  This Warrant is one of a series of
        Warrants, designated as Series A, which are identical except
        as to the number of shares of Common Stock purchasable and as
        to any restriction on the transfer thereof in order to comply
        with the Securities Act of 1933 (the  Act ) and the
        regulations of the Securities and Exchange Commission
        promulgated thereunder or state securities or blue sky laws.
        Such Warrants are referred to herein collectively as the
        Warrants.

                  3.2  Record Ownership.  The Company shall maintain a
        register of the Holders of the Warrants (the  Register )
        showing their names and addresses and the serial numbers and
        number of Common Shares purchasable, issued to or transferred
        of record by them from time to time.  The Register may be
        maintained in electronic, magnetic or other computerized form.
        The Company may treat the person named as the Holder of this
        Warrant in the Register as the sole owner of this Warrant.
        The Holder of this Warrant is the person exclusively entitled
        to receive notifications with respect to this Warrant,
        exercise it to purchase shares of Common Stock and otherwise
        exercise all of the rights and powers as the absolute owner
        hereof.

                  3.3  Registration of Transfer.  To the extent
        permitted under the Merger Agreement, transfers of this
        Warrant may be registered on the Register.  Transfers shall be
        registered when this Warrant is presented to the Company duly
        endorsed with a request to register the transfer hereof in
        accordance with the terms of the Merger Agreement.  When this
        Warrant is presented for transfer and duly transferred
        hereunder, it shall be cancelled and a new Warrant showing the
        name of the transferee as the Holder thereof shall be issued
        in lieu hereof.  No transfer of this Warrant may take place
        except in accordance with the terms of the Merger Agreement.

                  3.4  Worn and Lost Warrants.  If this Warrant
        becomes worn, defaced or mutilated but is still substantially
        intact and recognizable, the Company or its agent may issue a
        new Warrant in lieu hereof upon its surrender.  If this
        Warrant is lost, destroyed or wrongfully taken, the Company
        shall issue a new Warrant in place of the original Warrant if
        the Holder so requests by written notice to the Company and
        the Holder has delivered to the Company an indemnity agreement
        reasonably satisfactory to the Company with an affidavit of
        the Holder that this Warrant has been lost, destroyed or
        wrongfully taken.

                  3.5  Restrictions on Transfer.  (a)  This Warrant
        and the Common Stock issuable upon the exercise hereof have
        been registered under the Act on Form S-4, and therefore this
        Warrant and the Common Stock issuable upon the exercise of
        this Warrant may not be offered for sale, sold or otherwise
        transferred unless such offer, sale or other transfer complies
        with Rule 145 under the Act and is otherwise registered under
        the appropriate state securities or Blue Sky laws or such
        transfer is exempt from such registration.
                  (b)  No transfer of this Warrant or the Common Stock
        issuable upon the exercise hereof may be made except in
        accordance with the terms of the Merger Agreement.

                  3.6  Warrant Agent.  The Company may, by written
        notice to the Holder, appoint an agent for the purpose of
        maintaining the Register, issuing Common Stock or other
        securities then issuable upon the exercise of this Warrant,
        exchanging or transferring this Warrant, or any or all of the
        foregoing.  Thereafter, any such registration, issuance,
        exchange, or transfer, as the case may be, shall be made at
        the office of such agent.

             4.   Reservation of Stock.  The Company covenants that,
        during the term this Warrant is exercisable, the Company will
        reserve from its authorized and unissued Common Stock or
        Common Stock held in Treasury a sufficient number of shares to
        provide for the issuance of  Common Stock upon the exercise of
        this Warrant.  The Company further covenants that all shares
        that may be issued upon the exercise of rights represented by
        this Warrant, upon exercise of the rights represented by this
        Warrant and payment of the Exercise Price, all as set forth
        herein, will be duly authorized, validly issued, fully paid
        and non-assessable.  The Company agrees that its issuance of
        this Warrant shall constitute full authority to its officers
        who are charged with the duty of executing stock certificates
        to execute and issue the necessary certificates for shares of
        Common Stock upon the exercise of this Warrant.

             5.   Effects of Certain Events.

                  5.1  Common Stock Dividends, Subdivisions or
        Combinations.  In case the Company shall (A) pay or make a
        dividend or other distribution to all holders of its Common
        Stock in shares of its Common Stock, (B) subdivide, split or
        reclassify the outstanding shares of its Common Stock into a
        larger number of shares or (C) combine or reclassify the
        outstanding shares of its Common Stock into a smaller number
        of shares, the Exercise Price in effect immediately prior
        thereto shall be adjusted so that the Holder of this Warrant
        shall thereafter be entitled to receive upon the exercise of
        this Warrant, subject to Section 2.5, the number of shares of
        Common Stock which such Holder would have owned and been
        entitled to receive had such Warrant been exercised
        immediately prior to the happening of any of the events
        described above or, in the case of a stock dividend or other
        distribution, prior to the record date for determination of
        shareholders entitled thereto.  An adjustment made pursuant to
        this Section 5.1 shall become effective immediately after such
        record date in the case of a dividend or distribution and
        immediately after the effective date in the case of a
        subdivision, split, combination or reclassification.

                  5.2  Distributions of Assets or Securities Other
        Than Common Stock.  In case the Company shall, by dividend or
        otherwise, distribute to all holders of its Common Stock
        shares of any of its capital stock (other than Common Stock),
        rights or warrants to purchase any of its securities (other
        than those referred to in Section 5.3 below), cash (other than
        any regular quarterly or semi-annual dividend which the Board
        of Directors of the Company determines), other assets or
        evidences of its indebtedness, then in each such case the
        Exercise Price shall be adjusted by multiplying the Exercise
        Price in effect immediately prior to the date of such dividend
        or distribution by a fraction, of which the numerator shall be
        the Average Market Price per share of Common Stock at the
        record date for determining shareholders entitled to such
        dividend or distribution less the fair market value (as
        determined in good faith by the Board of Directors) of the
        portion of the securities, cash, assets or evidences of
        indebtedness so distributed applicable to one share of Common
        Stock, and of which the denominator shall be such Average
        Market Price per share.  An adjustment made pursuant to this
        Section 5.2 shall become effective immediately after such
        record date.

                  5.3  Below Market Distributions or Issuances. In
        case the Company shall issue Common Stock (or rights, warrants
        or other securities convertible into or exchangeable or
        exercisable for shares of Common Stock) to all holders of
        Common Stock at a price per share (or having an effective
        exercise, exchange or conversion price per share) less than
        the Average Market Price per share of Common Stock at the
        record date for the determination of shareholders entitled to
        receive such Common Stock (or rights, warrants or other
        securities convertible into or exchangeable or exercisable for
        shares of Common Stock), then in each such case the Exercise
        Price shall be adjusted by multiplying the Exercise Price in
        effect immediately prior to the date of issuance of such
        Common Stock (or rights, warrants or other securities) by a
        fraction, the numerator of which shall be the sum of (A) the
        number of shares of Common Stock outstanding on the date of
        such issuance (without giving effect to any such issuance) and
        (B) the number of shares which the aggregate consideration
        receivable by the Company for the total number of shares of
        Common Stock so issued (or into or for which such rights,
        warrants or other securities are convertible, exchangeable or
        exercisable) would purchase at such Average Market Price, and
        the denominator of which shall be the sum of (A) the number of
        shares of Common Stock outstanding on the date of such
        issuance (without giving effect to any such issuance) and (B)
        the number of additional shares of Common Stock so issued (or
        into or for which such rights, warrants or other securities
        are convertible, exchangeable or exercisable).  An adjustment
        made pursuant to this Section 5.3 shall become effective
        immediately after the record date for determination of
        shareholders entitled to receive or purchase such Common Stock
        (or rights, warrants or other securities convertible into or
        exchangeable or exercisable for shares of Common Stock). For
        purposes of this Section 5.3, the issuance of any options,
        rights or warrants or any shares of Common Stock (whether
        treasury shares or newly issued shares) pursuant to any
        employee (including consultants and directors) benefit or
        stock option or purchase plan or program of the Company shall
        not be deemed to constitute an issuance of Common Stock or
        options, rights or warrants to which this Section 5.3 applies.
        Notwithstanding anything herein to the contrary, no further
        adjustment to the Exercise Price shall be made (i) upon the
        issuance or sale of Common Stock upon the exercise of any
        rights or warrants or (ii) upon the issuance or sale of Common
        Stock upon conversion or exchange of any convertible
        securities, if any adjustment in the Exercise Price was made
        or required to be made upon the issuance or sale of such
        rights, warrants or securities.

5.4   Repurchases.
     In case at any time or from time to time the Company or any subsidiary
thereof shall repurchase, by self tender offer or otherwise, any shares
of Common Stock of the Company at a weighted average purchase price in
excess of the Average Market Price on the business day immediately prior
to the earliest of the date of such repurchase, the commencement of an
offer to repurchase or the public announcement of either (such date being
referred to as the  Determination Date ), the Exercise Price in effect
as of such Determination Date shall be adjusted by multiplying such
Exercise Price by a fraction, the numerator of which shall be
        (A) the product of (x) the number of shares of Common Stock
        outstanding on such Determination Date and (y) the Average
        Market Price of the Common Stock on such Determination Date
        minus (B) the aggregate purchase price of such repurchase and
        the denominator of which shall be the product of (x) the
        number of shares of Common Stock outstanding on such
        Determination Date minus the number of shares of Common Stock
        repurchased by the Company or any subsidiary thereof in such
        repurchase and (y) the Average Market Price of the Common
        Stock on such Determination Date.  For purposes of this clause
        (iv), the repurchase or repurchases by the Company or any
        subsidiary thereof within any 12 month period of not more than
        15% of the shares of Common Stock outstanding as of the first
        date of such period, at a price not in excess of 120% of the
        Average Market Price as of the Determination Date of any such
        repurchase, shall not be deemed to constitute a repurchase to
        which this Section 5.4 applies.  An adjustment made pursuant
        to this Section 5.4 shall become effective immediately after
        the effective date of such repurchase.

             6.   Certain Reorganizations.  In the event of any
        change, reclassification, conversion, exchange or cancellation
        of outstanding shares of Common Stock of the Company (other
        than any reclassification referred to in Section 5.1), whether
        pursuant to a merger, consolidation, reorganization or
        otherwise, or the sale or other disposition of all or
        substantially all of the assets and properties of the Company,
        this Warrant shall, after such merger, consolidation,
        reorganization or other transaction, sale or other
        disposition, be exercisable for the kind and number of shares
        of stock or other securities or property, of the Company or
        otherwise, to which the Holder would have been entitled if
        immediately prior to such event such Holder had exercised this
        Warrant for Common Stock at the Exercise Price in effect as of
        the consummation of such event.  The provisions of this
        Section 6 shall similarly apply to successive changes,
        reclassifications, conversions, exchange or cancellations.

             7.   No Impairment.  Except as permitted by the Merger
        Agreement, the Company will not, by amendment of its Restated
        Articles of Incorporation or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue
        or sale of securities or any other voluntary action, avoid or
        seek to avoid the observance or performance of any of the
        terms to be observed or performed hereunder by the Company,
        but will at all times in good faith assist in the carrying out
        of all the provisions of this Warrant and in the taking of all
        such action as may be necessary or appropriate in order to
        protect the exercise rights of the Holder hereof against
        impairment.
             8.   Calculation of Adjustments.  No adjustment in the
        Exercise Price shall be required unless such adjustment would
        require an increase or decrease of at least 1% in such price;
        provided, however, that any adjustments which by reason of
        this Section 8 are not required to be made shall be carried
        forward and taken into account in any subsequent adjustment.
        All calculations under this Warrant shall be made by the
        Company and shall be made to the nearest cent or to the
        nearest one hundredth of a share, as the case may be.
        Anything in this Warrant to the contrary notwithstanding, the
        Company shall be entitled to make such reductions in the
        Exercise Price, in addition to those required by this Warrant,
        as it in its sole discretion shall determine to be advisable
        in order that any stock dividends, subdivision of shares,
        distribution of rights to purchase stock or securities, or a
        distribution of securities convertible into or exchangeable
        for stock hereafter made by the Company to its shareholders
        shall not be taxable.

             9.   Certificate as to Adjustments.  Upon the occurrence
        of each adjustment or readjustment of the Exercise Price
        pursuant to this Warrant, the Company at its expense shall
        promptly compute such adjustment or readjustment in accordance
        with the terms hereof and furnish to the Holder of this
        Warrant a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which such
        adjustment or readjustment is based.  The Company shall, upon
        the written request at any time of the Holder of this Warrant,
        furnish or cause to be furnished to such Holder a like
        certificate setting forth (i) such adjustments and
        readjustments, (ii) the Exercise Price at the time in effect,
        and (iii) the number of shares of Common Stock and the amount,
        if any, of other property which at the time would be received
        upon the exercise of this Warrant; provided, however, that the
        Company shall not be required to calculate the effect of
        Section 2.5 upon such exercise.

             10.  Notices.

                  10.1 Dilutive Events.  In the event that the Company
        shall propose at any time:

                  (1) to declare any dividend or distribution upon its
        Common Stock;

                  (2) to offer for subscription pro rata to the
        holders of any class or series of its stock any additional
        shares of stock of any class or series or other rights; or

                  (3) to effect any transaction of the type described
        in Section 6 hereof involving a change in the Common Stock;

        then, in connection with each such event, the Company shall
        send to the Holders of this Warrant:

                  (A) at least 20 days  prior written notice of the
        date on which a record shall be taken for such dividend or
        distribution (and specifying the date on which the holders of
        Common Stock shall be entitled thereto) or for determining
        rights to vote in respect of the matters referred to in (1)
        and (2) above; and (B) in the case of the matters referred to in (3)
        above, at least 20 days  prior written notice of the date when
        the same shall take place (and specifying the time on which
        the holders of Common Stock shall be entitled to exchange
        their Common Stock for securities or other property
        deliverable upon the occurrence of such event).

                  10.2 Dissolution; Liquidation. In the event of any
        voluntary or involuntary dissolution, liquidation or winding
        up of the Company, the Company shall send to the Holder of
        this Warrant at least 20 days  prior written notice.

                  10.3 Repurchase Programs.  The Company shall send
        written notice immediately upon any public announcement with
        respect to an open market repurchase program, any self tender
        offer for shares of Common Stock and any other repurchase
        other than a repurchase of stock of an employee or consultant
        pursuant to any benefit plan or agreement.

             11.  Amendments.  This Warrant may not be amended without
        the prior written consent of the Holder.

             12.  Additional Definition.  As used herein, the term
         Average Market Price  shall mean the average of the Market
        Prices for the 30 consecutive trading immediately preceding
        the date in question.

             13.  Notices.  Any notice, certificate or other
        communication which is required or convenient under the terms
        of this Warrant shall be duly given if it is in writing and
        delivered in person or mailed by first class mail, postage
        prepaid, and directed to the Holder of the Warrant at its
        address as it appears on the Register or if to the Company to
        its principal executive offices.  The time when such notice is
        sent shall be the time of the giving of the notice.

             14.  Time.  Where this Warrant provides for a payment or
        performance on a Saturday or Sunday or a public holiday in the
        State of Ohio, such payment or performance may be made on the
        next succeeding business day, without liability of the Company
        for interest on any such payment.

             15.  Rules of Construction.  In this Warrant, unless the
        context otherwise requires, words in the singular number
        include the plural, and in the plural include the singular,
        and words of the masculine gender include the feminine and the
        neuter, and when the sense so indicates, words of the neuter
        gender may refer to any gender.  The numbers and titles of
        sections contained in this Warrant are inserted for
        convenience of reference only, and they neither form a part of
        this Warrant nor are they to be used in the construction or
        interpretation hereof.

             16.  Governing Law.  This Warrant shall be construed in
        accordance with and governed by the law of the State of Ohio.

             IN WITNESS WHEREOF, the Company has caused this Warrant
        to be executed by its officer thereto duly authorized.

                                 THE SCOTTS COMPANY
             By:______________________________________

                                      Name:
                                      Title:
                            Assignment of Warrant

             The undersigned hereby sell(s) and assign(s) and
        transfer(s) unto

______________________________________________________________

______________________________________________________________

                __________________________
        (name, address and SSN or EIN of assignee)
        __________________________________ of this Warrant.
                  (portion of Warrant)

        Date:_____________________
        Sign:________________________________________
                   (Signature must conform in all respects to
                    name of Holder shown on face of Warrant)

        Signature Guaranteed:
                              Notice of Exercise

          [To be completed and signed only upon exercise of Warrant]

             The undersigned, the Holder of this Warrant, hereby
        irrevocably elects to exercise the right to purchase Common
        Stock, without par value, of The Scotts Company as follows:

        __________________________________________
            (whole number of Warrants exercised)

                              Dollars ($)
                       (number of Warrants exercised times Exercise Price)

                                   Shares ()

                                   Dollars ($)
                        (number of shares and Market Price of Common
                         Stock in cashless exercise)

        [Signature must be
        ____________________________________________
        guaranteed if name of              (name of holder of shares
                                           if different than Holder
        holder of shares differs                     of Warrant)
        from registered Holder
        of Warrant]
        ____________________________________________
               (address of holder of shares if
        different than address of Holder of Warrant)

        ____________________________________________
              (Social Security or EIN of holder
        of shares if different than Holder of Warrant)

        Date:_______________
        Sign:______________________________________________
                   (Signature must conform in all
        respects to name of Holder shown on face of this Warrant)

        Signature Guaranteed:


                             RECEIPT FOR WARRANTS

             The undersigned hereby acknowledges receipt from The
        Scotts Company (the  Company ) on this 19th day of May, 1995,
        of a separate Series A Warrant for the purchase of ______
        common shares of the Company, subject to the terms and
        conditions contained in the warrant.

        SIGNATURE

        COMMUNITY FUNDS, INC., a New York
        not-for-profit corporation

        _______________________
        By:
        Its:

        _______________________
        John Kenlon

ANNEX C

                 SERIES B WARRANT TO PURCHASE COMMON SHARES
                                  OF
                           THE SCOTTS COMPANY

             THIS WARRANT WAS ISSUED PURSUANT TO THE AMENDED AND
        RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 19,
        1995, AMENDING AND RESTATING THE ORIGINAL AGREEMENT AND PLAN
        OF MERGER DATED AS OF JANUARY 26, 1995 (AS SO AMENDED AND
        RESTATED, THE "MERGER AGREEMENT"), AMONG STERN'S MIRACLE-GRO
        PRODUCTS, INC., STERN'S NURSERIES, INC., MIRACLE-GRO LAWN
        PRODUCTS, INC., MIRACLE-GRO PRODUCTS LIMITED, THE HAGEDORN
        PARTNERSHIP, L.P., THE GENERAL PARTNERS OF THE HAGEDORN
        PARTNERSHIP, L.P., COMMUNITY FUNDS, INC., HORACE HAGEDORN,
        JOHN KENLON, THE SCOTTS COMPANY AND ZYX CORPORATION.  NO
        TRANSFER MAY OCCUR EXCEPT IN CONFORMITY WITH THE TERMS OF THE
        MERGER AGREEMENT.

        No. WB-1                                 Warrant    to   Purchase
                                                 ______   Common  Shares,
                                                 without     par  value
                                                 (subject to  adjustment)

        Void after November 19, 2003

             For value received, THE SCOTTS COMPANY, an Ohio
        corporation (the  Company ), hereby certifies that
        ___________, or registered assigns (the  Holder ), is
        entitled, subject to the terms set forth below and to the
        Merger Agreement, to purchase from the Company, ______ Common
        Shares, without par value, of the Company ( Common Stock ), as
        constituted on May 19, 1995 (the  Warrant Issue Date ), upon
        surrender hereof at the principal office of the Company
        referred to below, with the Notice of Exercise attached hereto
        duly executed, and simultaneous payment therefor in lawful
        money of the United States as hereinafter provided at the per
        share price of $25 (the  Exercise Price ).  The number,
        character and Exercise Price of such shares of Common Stock
        are subject to adjustment as provided below.  The term
         Warrant  as used herein shall include this Warrant and any
        warrants delivered in substitution or exchange therefor as
        provided herein.  This Warrant is registered and its transfer
        may be registered upon the books maintained for that purpose
        by the Company by delivery of this Warrant duly endorsed.

             Terms used herein and not otherwise defined shall have
        the meanings ascribed thereto in the Merger Agreement.

             1.   Term of Warrant.  Subject to the terms and
        conditions set forth herein, this Warrant shall be
        exercisable, in whole or in part, during the term commencing
        on May 19, 1995 and ending at 5:00 p.m., Eastern time, on the
        date eight years and six months after the Warrant Issue Date,
        and shall be void thereafter.

             2.   Exercise of Warrant.
                  2.1  Method.  The purchase rights represented by
        this Warrant are exercisable by the Holder in whole or in
        part, at any time, or from time to time, during the term
        hereof as described in Section 1 above and subject to Section
        2.5, by the surrender of this Warrant and the Notice of
        Exercise annexed hereto duly completed and executed by the
        Holder at the principal executive office of the Company at
        14111 Scottslawn Road, Marysville, Ohio 43041 (or such other
        office or agency of the Company as it may designate by notice
        in writing to the Holder), upon payment in cash or by wire
        transfer to a bank account designated by the Company or by a
        certified or cashier's check of the aggregate Exercise Price
        of the shares to be purchased; provided, however, that, in
        lieu of cash, such Holder may pay such Exercise Price by
        exchanging shares of Common Stock having an aggregate Market
        Price equal to the aggregate Exercise Price or by reducing the
        number of shares of Common Stock such Holder would otherwise
        be entitled to upon such exercise by a number of shares of
        Common Stock having an aggregate Market Price equal to the
        aggregate Exercise Price.

                  2.2  Effect.  This Warrant shall be deemed to have
        been exercised at the time of its surrender for exercise
        together with full payment as provided above, and the person
        entitled to receive the shares of Common Stock issuable upon
        such exercise shall be treated for all purposes as the holder
        of record of such shares at and after such time.  As promptly
        as practicable on or after such date the Company at its
        expense shall issue to the person entitled to receive the same
        a certificate for the number of shares of Common Stock
        issuable upon such exercise.  If this Warrant is exercised in
        part, the Company at its expense will execute and deliver a
        new Warrant exercisable for the number of shares for which
        this Warrant may then be exercised.

                  2.3  Holder Not a Shareholder.  The Holder shall
        neither be entitled to vote nor receive dividends nor be
        deemed the holder of Common Stock or any other securities of
        the Company that may at any time be issuable on the exercise
        hereof for any purpose until the Warrant has been exercised
        for shares of Common Stock as provided in this Section 2.

                  2.4  No Fractional Shares or Scrip.  No fractional
        shares or scrip representing fractional shares of Common Stock
        shall be issued upon the exercise of this Warrant.  In lieu of
        any fractional share to which the Holder would otherwise be
        entitled, the Company shall make a cash payment equal to the
        Exercise Price multiplied by such fraction.

                  2.5  Exercise for Cash in Certain Circumstances.
        Notwithstanding the foregoing, (a) until the fifth anniversary
        of the Warrant Issue Date, in the event, and to the extent
        that, the exercise of this Warrant would cause the Total
        Voting Power of the Shareholders to exceed the Standstill
        Percentage, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time and (b) thereafter, in the
        event, and to the extent that, the exercise of this Warrant
        would cause the Total Voting Power of the Shareholders to
        exceed 49%, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time.

             3.   Registered Warrants.

                  3.1  Series.  This Warrant is one of a series of
        Warrants, designated as Series B, which are identical except
        as to the number of shares of Common Stock purchasable and as
        to any restriction on the transfer thereof in order to comply
        with the Securities Act of 1933 (the  Act ) and the
        regulations of the Securities and Exchange Commission
        promulgated thereunder or state securities or blue sky laws.
        Such Warrants are referred to herein collectively as the
        Warrants.

                  3.2  Record Ownership.  The Company shall maintain a
        register of the Holders of the Warrants (the  Register )
        showing their names and addresses and the serial numbers and
        number of Common Shares purchasable, issued to or transferred
        of record by them from time to time.  The Register may be
        maintained in electronic, magnetic or other computerized form.
        The Company may treat the person named as the Holder of this
        Warrant in the Register as the sole owner of this Warrant.
        The Holder of this Warrant is the person exclusively entitled
        to receive notifications with respect to this Warrant,
        exercise it to purchase shares of Common Stock and otherwise
        exercise all of the rights and powers as the absolute owner
        hereof.

                  3.3  Registration of Transfer.  To the extent
        permitted under the Merger Agreement, transfers of this
        Warrant may be registered on the Register.  Transfers shall be
        registered when this Warrant is presented to the Company duly
        endorsed with a request to register the transfer hereof in
        accordance with the terms of the Merger Agreement.  When this
        Warrant is presented for transfer and duly transferred
        hereunder, it shall be cancelled and a new Warrant showing the
        name of the transferee as the Holder thereof shall be issued
        in lieu hereof.  No transfer of this Warrant may take place
        except in accordance with the terms of the Merger Agreement.

                  3.4  Worn and Lost Warrants.  If this Warrant
        becomes worn, defaced or mutilated but is still substantially
        intact and recognizable, the Company or its agent may issue a
        new Warrant in lieu hereof upon its surrender.  If this
        Warrant is lost, destroyed or wrongfully taken, the Company
        shall issue a new Warrant in place of the original Warrant if
        the Holder so requests by written notice to the Company and
        the Holder has delivered to the Company an indemnity agreement
        reasonably satisfactory to the Company with an affidavit of
        the Holder that this Warrant has been lost, destroyed or
        wrongfully taken.

                  3.5  Restrictions on Transfer.  (a) This Warrant and
        the Common Stock issuable upon the exercise hereof have been
        registered under the Act on Form S-4, and therefore this
        Warrant and the Common Stock issuable upon the exercise of
        this Warrant may not be offered for sale, sold or otherwise
        transferred unless such offer, sale or other transfer complies
        with Rule 145 under the Act and is otherwise registered under
        the appropriate state securities or Blue Sky laws or such
        transfer is exempt from such registration.
                  (b)  No transfer of this Warrant or the Common Stock
        issuable upon the exercise hereof may be made except in
        accordance with the terms of the Merger Agreement.

                  3.6  Warrant Agent.  The Company may, by written
        notice to the Holder, appoint an agent for the purpose of
        maintaining the Register, issuing Common Stock or other
        securities then issuable upon the exercise of this Warrant,
        exchanging or transferring this Warrant, or any or all of the
        foregoing.  Thereafter, any such registration, issuance,
        exchange, or transfer, as the case may be, shall be made at
        the office of such agent.

             4.   Reservation of Stock.  The Company covenants that,
        during the term this Warrant is exercisable, the Company will
        reserve from its authorized and unissued Common Stock or
        Common Stock held in Treasury a sufficient number of shares to
        provide for the issuance of  Common Stock upon the exercise of
        this Warrant.  The Company further covenants that all shares
        that may be issued upon the exercise of rights represented by
        this Warrant, upon exercise of the rights represented by this
        Warrant and payment of the Exercise Price, all as set forth
        herein, will be duly authorized, validly issued, fully paid
        and non-assessable.  The Company agrees that its issuance of
        this Warrant shall constitute full authority to its officers
        who are charged with the duty of executing stock certificates
        to execute and issue the necessary certificates for shares of
        Common Stock upon the exercise of this Warrant.

             5.   Effects of Certain Events.

                  5.1  Common Stock Dividends, Subdivisions or
        Combinations.  In case the Company shall (A) pay or make a
        dividend or other distribution to all holders of its Common
        Stock in shares of its Common Stock, (B) subdivide, split or
        reclassify the outstanding shares of its Common Stock into a
        larger number of shares or (C) combine or reclassify the
        outstanding shares of its Common Stock into a smaller number
        of shares, the Exercise Price in effect immediately prior
        thereto shall be adjusted so that the Holder of this Warrant
        shall thereafter be entitled to receive upon the exercise of
        this Warrant, subject to Section 2.5, the number of shares of
        Common Stock which such Holder would have owned and been
        entitled to receive had such Warrant been exercised
        immediately prior to the happening of any of the events
        described above or, in the case of a stock dividend or other
        distribution, prior to the record date for determination of
        shareholders entitled thereto.  An adjustment made pursuant to
        this Section 5.1 shall become effective immediately after such
        record date in the case of a dividend or distribution and
        immediately after the effective date in the case of a
        subdivision, split, combination or reclassification.

                  5.2  Distributions of Assets or Securities Other
        Than Common Stock.  In case the Company shall, by dividend or
        otherwise, distribute to all holders of its Common Stock
        shares of any of its capital stock (other than Common Stock),
        rights or warrants to purchase any of its securities (other
        than those referred to in Section 5.3 below), cash (other than
        any regular quarterly or semi-annual dividend which the Board
        of Directors of the Company determines), other assets or
        evidences of its indebtedness, then in each such case the
        Exercise Price shall be adjusted by multiplying the Exercise
        Price in effect immediately prior to the date of such dividend
        or distribution by a fraction, of which the numerator shall be
        the Average Market Price per share of Common Stock at the
        record date for determining shareholders entitled to such
        dividend or distribution less the fair market value (as
        determined in good faith by the Board of Directors) of the
        portion of the securities, cash, assets or evidences of
        indebtedness so distributed applicable to one share of Common
        Stock, and of which the denominator shall be such Average
        Market Price per share.  An adjustment made pursuant to this
        Section 5.2 shall become effective immediately after such
        record date.

                  5.3  Below Market Distributions or Issuances. In
        case the Company shall issue Common Stock (or rights, warrants
        or other securities convertible into or exchangeable or
        exercisable for shares of Common Stock) to all holders of
        Common Stock at a price per share (or having an effective
        exercise, exchange or conversion price per share) less than
        the Average Market Price per share of Common Stock at the
        record date for the determination of shareholders entitled to
        receive such Common Stock (or rights, warrants or other
        securities convertible into or exchangeable or exercisable for
        shares of Common Stock), then in each such case the Exercise
        Price shall be adjusted by multiplying the Exercise Price in
        effect immediately prior to the date of issuance of such
        Common Stock (or rights, warrants or other securities) by a
        fraction, the numerator of which shall be the sum of (A) the
        number of shares of Common Stock outstanding on the date of
        such issuance (without giving effect to any such issuance) and
        (B) the number of shares which the aggregate consideration
        receivable by the Company for the total number of shares of
        Common Stock so issued (or into or for which such rights,
        warrants or other securities are convertible, exchangeable or
        exercisable) would purchase at such Average Market Price, and
        the denominator of which shall be the sum of (A) the number of
        shares of Common Stock outstanding on the date of such
        issuance (without giving effect to any such issuance) and (B)
        the number of additional shares of Common Stock so issued (or
        into or for which such rights, warrants or other securities
        are convertible, exchangeable or exercisable).  An adjustment
        made pursuant to this Section 5.3 shall become effective
        immediately after the record date for determination of
        shareholders entitled to receive or purchase such Common Stock
        (or rights, warrants or other securities convertible into or
        exchangeable or exercisable for shares of Common Stock). For
        purposes of this Section 5.3, the issuance of any options,
        rights or warrants or any shares of Common Stock (whether
        treasury shares or newly issued shares) pursuant to any
        employee (including consultants and directors) benefit or
        stock option or purchase plan or program of the Company shall
        not be deemed to constitute an issuance of Common Stock or
        options, rights or warrants to which this Section 5.3 applies.
        Notwithstanding anything herein to the contrary, no further
        adjustment to the Exercise Price shall be made (i) upon the
        issuance or sale of Common Stock upon the exercise of any
        rights or warrants or (ii) upon the issuance or sale of Common
        Stock upon conversion or exchange of any convertible
        securities, if any adjustment in the Exercise Price was made
        or required to be made upon the issuance or sale of such
        rights, warrants or securities.
                  5.4  Repurchases.  In case at any time or from time
        to time the Company or any subsidiary thereof shall
        repurchase, by self tender offer or otherwise, any shares of
        Common Stock of the Company at a weighted average purchase
        price in excess of the Average Market Price on the business
        day immediately prior to the earliest of the date of such
        repurchase, the commencement of an offer to repurchase or the
        public announcement of either (such date being referred to as
        the  Determination Date ), the Exercise Price in effect as of
        such Determination Date shall be adjusted by multiplying such
        Exercise Price by a fraction, the numerator of which shall be
        (A) the product of (x) the number of shares of Common Stock
        outstanding on such Determination Date and (y) the Average
        Market Price of the Common Stock on such Determination Date
        minus (B) the aggregate purchase price of such repurchase and
        the denominator of which shall be the product of (x) the
        number of shares of Common Stock outstanding on such
        Determination Date minus the number of shares of Common Stock
        repurchased by the Company or any subsidiary thereof in such
        repurchase and (y) the Average Market Price of the Common 
        Stock on such Determination Date.  For purposes of this clause
        (iv), the repurchase or repurchases by the Company or any
        subsidiary thereof within any 12 month period of not more than
        15% of the shares of Common Stock outstanding as of the first
        date of such period, at a price not in excess of 120% of the
        Average Market Price as of the Determination Date of any such
        repurchase, shall not be deemed to constitute a repurchase to
        which this Section 5.4 applies.  An adjustment made pursuant
        to this Section 5.4 shall become effective immediately after
        the effective date of such repurchase.

             6.   Certain Reorganizations.  In the event of any
        change, reclassification, conversion, exchange or cancellation
        of outstanding shares of Common Stock of the Company (other
        than any reclassification referred to in Section 5.1), whether
        pursuant to a merger, consolidation, reorganization or
        otherwise, or the sale or other disposition of all or
        substantially all of the assets and properties of the Company,
        this Warrant shall, after such merger, consolidation,
        reorganization or other transaction, sale or other
        disposition, be exercisable for the kind and number of shares
        of stock or other securities or property, of the Company or
        otherwise, to which the Holder would have been entitled if
        immediately prior to such event such Holder had exercised this
        Warrant for Common Stock at the Exercise Price in effect as of
        the consummation of such event.  The provisions of this
        Section 6 shall similarly apply to successive changes,
        reclassifications, conversions, exchange or cancellations.

             7.   No Impairment.  Except as permitted by the Merger
        Agreement, the Company will not, by amendment of its Restated
        Articles of Incorporation or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue
        or sale of securities or any other voluntary action, avoid or
        seek to avoid the observance or performance of any of the
        terms to be observed or performed hereunder by the Company,
        but will at all times in good faith assist in the carrying out
        of all the provisions of this Warrant and in the taking of all
        such action as may be necessary or appropriate in order to
        protect the exercise rights of the Holder hereof against
        impairment.
             8.   Calculation of Adjustments.  No adjustment in the
        Exercise Price shall be required unless such adjustment would
        require an increase or decrease of at least 1% in such price;
        provided, however, that any adjustments which by reason of
        this Section 8 are not required to be made shall be carried
        forward and taken into account in any subsequent adjustment.
        All calculations under this Warrant shall be made by the
        Company and shall be made to the nearest cent or to the
        nearest one hundredth of a share, as the case may be.
        Anything in this Warrant to the contrary notwithstanding, the
        Company shall be entitled to make such reductions in the
        Exercise Price, in addition to those required by this Warrant,
        as it in its sole discretion shall determine to be advisable
        in order that any stock dividends, subdivision of shares,
        distribution of rights to purchase stock or securities, or a
        distribution of securities convertible into or exchangeable
        for stock hereafter made by the Company to its shareholders
        shall not be taxable.

             9.   Certificate as to Adjustments.  Upon the occurrence
        of each adjustment or readjustment of the Exercise Price
        pursuant to this Warrant, the Company at its expense shall
        promptly compute such adjustment or readjustment in accordance
        with the terms hereof and furnish to the Holder of this
        Warrant a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which such
        adjustment or readjustment is based.  The Company shall, upon
        the written request at any time of the Holder of this Warrant,
        furnish or cause to be furnished to such Holder a like
        certificate setting forth (i) such adjustments and
        readjustments, (ii) the Exercise Price at the time in effect,
        and (iii) the number of shares of Common Stock and the amount,
        if any, of other property which at the time would be received
        upon the exercise of this Warrant; provided, however, that the
        Company shall not be required to calculate the effect of
        Section 2.5 upon such exercise.

             10.  Notices.

                  10.1 Dilutive Events.  In the event that the Company
        shall propose at any time:

                  (1) to declare any dividend or distribution upon its
        Common Stock;

                  (2) to offer for subscription pro rata to the
        holders of any class or series of its stock any additional
        shares of stock of any class or series or other rights; or

                  (3) to effect any transaction of the type described
        in Section 6 hereof involving a change in the Common Stock;

        then, in connection with each such event, the Company shall
        send to the Holders of this Warrant:

                  (A) at least 20 days  prior written notice of the
        date on which a record shall be taken for such dividend or
        distribution (and specifying the date on which the holders of
        Common Stock shall be entitled thereto) or for determining
        rights to vote in respect of the matters referred to in (1)
        and (2) above; and
                  (B) in the case of the matters referred to in (3)
        above, at least 20 days  prior written notice of the date when
        the same shall take place (and specifying the time on which
        the holders of Common Stock shall be entitled to exchange
        their Common Stock for securities or other property
        deliverable upon the occurrence of such event).

                  10.2 Dissolution; Liquidation. In the event of any
        voluntary or involuntary dissolution, liquidation or winding
        up of the Company, the Company shall send to the Holder of
        this Warrant at least 20 days  prior written notice.

                  10.3 Repurchase Programs.  The Company shall send
        written notice immediately upon any public announcement with
        respect to an open market repurchase program, any self tender
        offer for shares of Common Stock and any other repurchase
        other than a repurchase of stock of an employee or consultant
        pursuant to any benefit plan or agreement.

             11.  Amendments.  This Warrant may not be amended without
        the prior written consent of the Holder.

             12.  Additional Definition.  As used herein, the term
         Average Market Price  shall mean the average of the Market
        Prices for the 30 consecutive trading immediately preceding
        the date in question.

             13.  Notices.  Any notice, certificate or other
        communication which is required or convenient under the terms
        of this Warrant shall be duly given if it is in writing and
        delivered in person or mailed by first class mail, postage
        prepaid, and directed to the Holder of the Warrant at its
        address as it appears on the Register or if to the Company to
        its principal executive offices.  The time when such notice is
        sent shall be the time of the giving of the notice.

             14.  Time.  Where this Warrant provides for a payment or
        performance on a Saturday or Sunday or a public holiday in the
        State of Ohio, such payment or performance may be made on the
        next succeeding business day, without liability of the Company
        for interest on any such payment.

             15.  Rules of Construction.  In this Warrant, unless the
        context otherwise requires, words in the singular number
        include the plural, and in the plural include the singular,
        and words of the masculine gender include the feminine and the
        neuter, and when the sense so indicates, words of the neuter
        gender may refer to any gender.  The numbers and titles of
        sections contained in this Warrant are inserted for
        convenience of reference only, and they neither form a part of
        this Warrant nor are they to be used in the construction or
        interpretation hereof.

             16.  Governing Law.  This Warrant shall be construed in
        accordance with and governed by the law of the State of Ohio.

             IN WITNESS WHEREOF, the Company has caused this Warrant
        to be executed by its officer thereto duly authorized.

                                 THE SCOTTS COMPANY


By:______________________________
                                            Name:
                                            Title:
                            Assignment of Warrant

             The undersigned hereby sell(s) and assign(s) and
        transfer(s) unto______________

______________________________________________________________

______________________________________________________________
          (name, address and SSN or EIN of assignee)
        __________________________________ of this Warrant.
                       (portion of Warrant)

        Date:_________________
        Sign:________________________________________
             (Signature must conform in all respects to name of Holder
             shown on face of Warrant)

        Signature Guaranteed:
                              Notice of Exercise

          [To be completed and signed only upon exercise of Warrant]

             The undersigned, the Holder of this Warrant, hereby
        irrevocably elects to exercise the right to purchase Common
        Stock, without par value, of The Scotts Company as follows:

        _________________________________________________
              (whole number of Warrants exercised)
                                                     Dollars ($)
                                  (number of Warrants exercised times
                                   Exercise Price)

                                                     Shares  ( )

                                                     Dollars ($)
         (number of shares and Market Price of Common Stock in
                           cashless exercise)

        [Signature must be
        ______________________________________________
        guaranteed if name of        (name of holder of shares if
                                      different than Holder of
        holder of shares differs      Warrant)
        from registered Holder
        of Warrant]
        _______________________________________________
        (address of holder of shares if different than address of
                        Holder of Warrant)

        _______________________________________________
        (Social Security or EIN of holder of shares if different
         than Holder of Warrant)

        Date:______________
        Sign:______________________________________________
             (Signature must conform in all respects to name of
              Holder shown on face of this Warrant)

        Signature Guaranteed:


                             RECEIPT FOR WARRANTS

             The undersigned hereby acknowledges receipt from The
        Scotts Company (the  Company ) on this 19th day of May, 1995,
        of a separate Series B Warrant for the purchase of ______
        common shares of the Company, subject to the terms and
        conditions contained in the warrant.

        SIGNATURE

        COMMUNITY FUNDS, INC., a New York
        not-for-profit corporation

        _______________________
        By:
        Its:

        _______________________
        John Kenlon

ANNEX D

            SERIES C WARRANT TO PURCHASE COMMON SHARES
                                OF
                        THE SCOTTS COMPANY

             THIS WARRANT WAS ISSUED PURSUANT TO THE AMENDED AND
        RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 19,
        1995, AMENDING AND RESTATING THE ORIGINAL AGREEMENT AND PLAN
        OF MERGER DATED AS OF JANUARY 26, 1995 (AS SO AMENDED AND
        RESTATED, THE "MERGER AGREEMENT"), AMONG STERN'S MIRACLE-GRO
        PRODUCTS, INC., STERN'S NURSERIES, INC., MIRACLE-GRO LAWN
        PRODUCTS, INC., MIRACLE-GRO PRODUCTS LIMITED, THE HAGEDORN
        PARTNERSHIP, L.P., THE GENERAL PARTNERS OF THE HAGEDORN
        PARTNERSHIP, L.P., COMMUNITY FUNDS, INC., HORACE HAGEDORN,
        JOHN KENLON, THE SCOTTS COMPANY AND ZYX CORPORATION.  NO
        TRANSFER MAY OCCUR EXCEPT IN CONFORMITY WITH THE TERMS OF THE
        MERGER AGREEMENT.

        No. WC-1                                 Warrant    to   Purchase
                                                 ______   Common   Shares,
                                                 without     par   value
                                                 (subject to  adjustment)

        Void after November 19, 2003

             For value received, THE SCOTTS COMPANY, an Ohio
        corporation (the  Company ), hereby certifies that
        ___________, or registered assigns (the  Holder ), is
        entitled, subject to the terms set forth below and to the
        Merger Agreement, to purchase from the Company, ______ Common
        Shares, without par value, of the Company ( Common Stock ), as
        constituted on May 19, 1995 (the  Warrant Issue Date ), upon
        surrender hereof at the principal office of the Company
        referred to below, with the Notice of Exercise attached hereto
        duly executed, and simultaneous payment therefor in lawful
        money of the United States as hereinafter provided at the per
        share price of $29 (the  Exercise Price ).  The number,
        character and Exercise Price of such shares of Common Stock
        are subject to adjustment as provided below.  The term
         Warrant  as used herein shall include this Warrant and any
        warrants delivered in substitution or exchange therefor as
        provided herein.  This Warrant is registered and its transfer
        may be registered upon the books maintained for that purpose
        by the Company by delivery of this Warrant duly endorsed.

             Terms used herein and not otherwise defined shall have
        the meanings ascribed thereto in the Merger Agreement.

             1.   Term of Warrant.  Subject to the terms and
        conditions set forth herein, this Warrant shall be
        exercisable, in whole or in part, during the term commencing
        on May 19, 1995 and ending at 5:00 p.m., Eastern time, on the
        date eight years and six months after the Warrant Issue Date,
        and shall be void thereafter.

             2.   Exercise of Warrant.
                  2.1  Method.  The purchase rights represented by
        this Warrant are exercisable by the Holder in whole or in
        part, at any time, or from time to time, during the term
        hereof as described in Section 1 above and subject to Section
        2.5, by the surrender of this Warrant and the Notice of
        Exercise annexed hereto duly completed and executed by the
        Holder at the principal executive office of the Company at
        14111 Scottslawn Road, Marysville, Ohio 43041 (or such other
        office or agency of the Company as it may designate by notice
        in writing to the Holder), upon payment in cash or by wire
        transfer to a bank account designated by the Company or by a
        certified or cashier's check of the aggregate Exercise Price
        of the shares to be purchased; provided, however, that, in
        lieu of cash, such Holder may pay such Exercise Price by
        exchanging shares of Common Stock having an aggregate Market
        Price equal to the aggregate Exercise Price or by reducing the
        number of shares of Common Stock such Holder would otherwise
        be entitled to upon such exercise by a number of shares of
        Common Stock having an aggregate Market Price equal to the
        aggregate Exercise Price.

                  2.2  Effect.  This Warrant shall be deemed to have
        been exercised at the time of its surrender for exercise
        together with full payment as provided above, and the person
        entitled to receive the shares of Common Stock issuable upon
        such exercise shall be treated for all purposes as the holder
        of record of such shares at and after such time.  As promptly
        as practicable on or after such date the Company at its
        expense shall issue to the person entitled to receive the same
        a certificate for the number of shares of Common Stock
        issuable upon such exercise.  If this Warrant is exercised in
        part, the Company at its expense will execute and deliver a
        new Warrant exercisable for the number of shares for which
        this Warrant may then be exercised.

                  2.3  Holder Not a Shareholder.  The Holder shall
        neither be entitled to vote nor receive dividends nor be
        deemed the holder of Common Stock or any other securities of
        the Company that may at any time be issuable on the exercise
        hereof for any purpose until the Warrant has been exercised
        for shares of Common Stock as provided in this Section 2.

                  2.4  No Fractional Shares or Scrip.  No fractional
        shares or scrip representing fractional shares of Common Stock
        shall be issued upon the exercise of this Warrant.  In lieu of
        any fractional share to which the Holder would otherwise be
        entitled, the Company shall make a cash payment equal to the
        Exercise Price multiplied by such fraction.

                  2.5  Exercise for Cash in Certain Circumstances.
        Notwithstanding the foregoing, (a) until the fifth anniversary
        of the Warrant Issue Date, in the event, and to the extent
        that, the exercise of this Warrant would cause the Total
        Voting Power of the Shareholders to exceed the Standstill
        Percentage, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time and (b) thereafter, in the
        event, and to the extent that, the exercise of this Warrant
        would cause the Total Voting Power of the Shareholders to
        exceed 49%, this Warrant shall not be exercisable for shares
        of Common Stock but rather shall be exercisable solely for the
        difference at the time of exercise between the Market Price
        and the Exercise Price at such time.

             3.   Registered Warrants.

                  3.1  Series.  This Warrant is one of a series of
        Warrants, designated as Series C, which are identical except
        as to the number of shares of Common Stock purchasable and as
        to any restriction on the transfer thereof in order to comply
        with the Securities Act of 1933 (the  Act ) and the
        regulations of the Securities and Exchange Commission
        promulgated thereunder or state securities or blue sky laws.
        Such Warrants are referred to herein collectively as the
         Warrants.

                  3.2  Record Ownership.  The Company shall maintain a
        register of the Holders of the Warrants (the  Register )
        showing their names and addresses and the serial numbers and
        number of Common Shares purchasable, issued to or transferred
        of record by them from time to time.  The Register may be
        maintained in electronic, magnetic or other computerized form.
        The Company may treat the person named as the Holder of this
        Warrant in the Register as the sole owner of this Warrant.
        The Holder of this Warrant is the person exclusively entitled
        to receive notifications with respect to this Warrant,
        exercise it to purchase shares of Common Stock and otherwise
        exercise all of the rights and powers as the absolute owner
        hereof.

                  3.3  Registration of Transfer.  To the extent
        permitted under the Merger Agreement, transfers of this
        Warrant may be registered on the Register.  Transfers shall be
        registered when this Warrant is presented to the Company duly
        endorsed with a request to register the transfer hereof in
        accordance with the terms of the Merger Agreement.  When this
        Warrant is presented for transfer and duly transferred
        hereunder, it shall be cancelled and a new Warrant showing the
        name of the transferee as the Holder thereof shall be issued
        in lieu hereof.  No transfer of this Warrant may take place
        except in accordance with the terms of the Merger Agreement.

                  3.4  Worn and Lost Warrants.  If this Warrant
        becomes worn, defaced or mutilated but is still substantially
        intact and recognizable, the Company or its agent may issue a
        new Warrant in lieu hereof upon its surrender.  If this
        Warrant is lost, destroyed or wrongfully taken, the Company
        shall issue a new Warrant in place of the original Warrant if
        the Holder so requests by written notice to the Company and
        the Holder has delivered to the Company an indemnity agreement
        reasonably satisfactory to the Company with an affidavit of
        the Holder that this Warrant has been lost, destroyed or
        wrongfully taken.

                  3.5  Restrictions on Transfer.  (a) This Warrant and
        the Common Stock issuable upon the exercise hereof have been
        registered under the Act on Form S-4, and therefore this
        Warrant and the Common Stock issuable upon the exercise of
        this Warrant may not be offered for sale, sold or otherwise
        transferred unless such offer, sale or other transfer complies
        with Rule 145 under the Act and is otherwise registered under
        the appropriate state securities or Blue Sky laws or such
        transfer is exempt from such registration.
                  (b)  No transfer of this Warrant or the Common Stock
        issuable upon the exercise hereof may be made except in
        accordance with the terms of the Merger Agreement.

                  3.6  Warrant Agent.  The Company may, by written
        notice to the Holder, appoint an agent for the purpose of
        maintaining the Register, issuing Common Stock or other
        securities then issuable upon the exercise of this Warrant,
        exchanging or transferring this Warrant, or any or all of the
        foregoing.  Thereafter, any such registration, issuance,
        exchange, or transfer, as the case may be, shall be made at
        the office of such agent.

             4.   Reservation of Stock.  The Company covenants that,
        during the term this Warrant is exercisable, the Company will
        reserve from its authorized and unissued Common Stock or
        Common Stock held in Treasury a sufficient number of shares to
        provide for the issuance of  Common Stock upon the exercise of
        this Warrant.  The Company further covenants that all shares
        that may be issued upon the exercise of rights represented by
        this Warrant, upon exercise of the rights represented by this
        Warrant and payment of the Exercise Price, all as set forth
        herein, will be duly authorized, validly issued, fully paid
        and non-assessable.  The Company agrees that its issuance of
        this Warrant shall constitute full authority to its officers
        who are charged with the duty of executing stock certificates
        to execute and issue the necessary certificates for shares of
        Common Stock upon the exercise of this Warrant.

             5.   Effects of Certain Events.

                  5.1  Common Stock Dividends, Subdivisions or
        Combinations.  In case the Company shall (A) pay or make a
        dividend or other distribution to all holders of its Common
        Stock in shares of its Common Stock, (B) subdivide, split or
        reclassify the outstanding shares of its Common Stock into a
        larger number of shares or (C) combine or reclassify the
        outstanding shares of its Common Stock into a smaller number
        of shares, the Exercise Price in effect immediately prior
        thereto shall be adjusted so that the Holder of this Warrant
        shall thereafter be entitled to receive upon the exercise of
        this Warrant, subject to Section 2.5, the number of shares of
        Common Stock which such Holder would have owned and been
        entitled to receive had such Warrant been exercised
        immediately prior to the happening of any of the events
        described above or, in the case of a stock dividend or other
        distribution, prior to the record date for determination of
        shareholders entitled thereto.  An adjustment made pursuant to
        this Section 5.1 shall become effective immediately after such
        record date in the case of a dividend or distribution and
        immediately after the effective date in the case of a
        subdivision, split, combination or reclassification.

                  5.2  Distributions of Assets or Securities Other
        Than Common Stock.  In case the Company shall, by dividend or
        otherwise, distribute to all holders of its Common Stock
        shares of any of its capital stock (other than Common Stock),
        rights or warrants to purchase any of its securities (other
        than those referred to in Section 5.3 below), cash (other than
        any regular quarterly or semi-annual dividend which the Board
        of Directors of the Company determines), other assets or
        evidences of its indebtedness, then in each such case the
        Exercise Price shall be adjusted by multiplying the Exercise
        Price in effect immediately prior to the date of such dividend
        or distribution by a fraction, of which the numerator shall be
        the Average Market Price per share of Common Stock at the
        record date for determining shareholders entitled to such
        dividend or distribution less the fair market value (as
        determined in good faith by the Board of Directors) of the
        portion of the securities, cash, assets or evidences of
        indebtedness so distributed applicable to one share of Common
        Stock, and of which the denominator shall be such Average
        Market Price per share.  An adjustment made pursuant to this
        Section 5.2 shall become effective immediately after such
        record date.

                  5.3  Below Market Distributions or Issuances. In
        case the Company shall issue Common Stock (or rights, warrants
        or other securities convertible into or exchangeable or
        exercisable for shares of Common Stock) to all holders of
        Common Stock at a price per share (or having an effective
        exercise, exchange or conversion price per share) less than
        the Average Market Price per share of Common Stock at the
        record date for the determination of shareholders entitled to
        receive such Common Stock (or rights, warrants or other
        securities convertible into or exchangeable or exercisable for
        shares of Common Stock), then in each such case the Exercise
        Price shall be adjusted by multiplying the Exercise Price in
        effect immediately prior to the date of issuance of such
        Common Stock (or rights, warrants or other securities) by a
        fraction, the numerator of which shall be the sum of (A) the
        number of shares of Common Stock outstanding on the date of
        such issuance (without giving effect to any such issuance) and
        (B) the number of shares which the aggregate consideration
        receivable by the Company for the total number of shares of
        Common Stock so issued (or into or for which such rights,
        warrants or other securities are convertible, exchangeable or
        exercisable) would purchase at such Average Market Price, and
        the denominator of which shall be the sum of (A) the number of
        shares of Common Stock outstanding on the date of such
        issuance (without giving effect to any such issuance) and (B)
        the number of additional shares of Common Stock so issued (or
        into or for which such rights, warrants or other securities
        are convertible, exchangeable or exercisable).  An adjustment
        made pursuant to this Section 5.3 shall become effective
        immediately after the record date for determination of
        shareholders entitled to receive or purchase such Common Stock
        (or rights, warrants or other securities convertible into or
        exchangeable or exercisable for shares of Common Stock). For
        purposes of this Section 5.3, the issuance of any options,
        rights or warrants or any shares of Common Stock (whether
        treasury shares or newly issued shares) pursuant to any
        employee (including consultants and directors) benefit or
        stock option or purchase plan or program of the Company shall
        not be deemed to constitute an issuance of Common Stock or
        options, rights or warrants to which this Section 5.3 applies.
        Notwithstanding anything herein to the contrary, no further
        adjustment to the Exercise Price shall be made (i) upon the
        issuance or sale of Common Stock upon the exercise of any
        rights or warrants or (ii) upon the issuance or sale of Common
        Stock upon conversion or exchange of any convertible
        securities, if any adjustment in the Exercise Price was made
        or required to be made upon the issuance or sale of such
        rights, warrants or securities. 
 5.4  Repurchases.
  In case at any time or from time 
        to time the Company or any subsidiary thereof shall
        repurchase, by self tender offer or otherwise, any shares of
        Common Stock of the Company at a weighted average purchase
        price in excess of the Average Market Price on the business
        day immediately prior to the earliest of the date of such
        repurchase, the commencement of an offer to repurchase or the
        public announcement of either (such date being referred to as
        the  Determination Date ), the Exercise Price in effect as of
        such Determination Date shall be adjusted by multiplying such
        Exercise Price by a fraction, the numerator of which shall be
        (A) the product of (x) the number of shares of Common Stock
        outstanding on such Determination Date and (y) the Average
        Market Price of the Common Stock on such Determination Date
        minus (B) the aggregate purchase price of such repurchase and
        the denominator of which shall be the product of (x) the
        number of shares of Common Stock outstanding on such
        Determination Date minus the number of shares of Common Stock
        repurchased by the Company or any subsidiary thereof in such
        repurchase and (y) the Average Market Price of the Common
        Stock on such Determination Date.  For purposes of this clause
        (iv), the repurchase or repurchases by the Company or any
        subsidiary thereof within any 12 month period of not more than
        15% of the shares of Common Stock outstanding as of the first
        date of such period, at a price not in excess of 120% of the
        Average Market Price as of the Determination Date of any such
        repurchase, shall not be deemed to constitute a repurchase to
        which this Section 5.4 applies.  An adjustment made pursuant
        to this Section 5.4 shall become effective immediately after
        the effective date of such repurchase.

             6.   Certain Reorganizations.  In the event of any
        change, reclassification, conversion, exchange or cancellation
        of outstanding shares of Common Stock of the Company (other
        than any reclassification referred to in Section 5.1), whether
        pursuant to a merger, consolidation, reorganization or
        otherwise, or the sale or other disposition of all or
        substantially all of the assets and properties of the Company,
        this Warrant shall, after such merger, consolidation,
        reorganization or other transaction, sale or other
        disposition, be exercisable for the kind and number of shares
        of stock or other securities or property, of the Company or
        otherwise, to which the Holder would have been entitled if
        immediately prior to such event such Holder had exercised this
        Warrant for Common Stock at the Exercise Price in effect as of
        the consummation of such event.  The provisions of this
        Section 6 shall similarly apply to successive changes,
        reclassifications, conversions, exchange or cancellations.

             7.   No Impairment.  Except as permitted by the Merger
        Agreement, the Company will not, by amendment of its Restated
        Articles of Incorporation or through any reorganization,
        transfer of assets, consolidation, merger, dissolution, issue
        or sale of securities or any other voluntary action, avoid or
        seek to avoid the observance or performance of any of the
        terms to be observed or performed hereunder by the Company,
        but will at all times in good faith assist in the carrying out
        of all the provisions of this Warrant and in the taking of all
        such action as may be necessary or appropriate in order to
        protect the exercise rights of the Holder hereof against
        impairment.
             8.   Calculation of Adjustments.  No adjustment in the
        Exercise Price shall be required unless such adjustment would
        require an increase or decrease of at least 1% in such price;
        provided, however, that any adjustments which by reason of
        this Section 8 are not required to be made shall be carried
        forward and taken into account in any subsequent adjustment.
        All calculations under this Warrant shall be made by the
        Company and shall be made to the nearest cent or to the
        nearest one hundredth of a share, as the case may be.
        Anything in this Warrant to the contrary notwithstanding, the
        Company shall be entitled to make such reductions in the
        Exercise Price, in addition to those required by this Warrant,
        as it in its sole discretion shall determine to be advisable
        in order that any stock dividends, subdivision of shares,
        distribution of rights to purchase stock or securities, or a
        distribution of securities convertible into or exchangeable
        for stock hereafter made by the Company to its shareholders
        shall not be taxable.

             9.   Certificate as to Adjustments.  Upon the occurrence
        of each adjustment or readjustment of the Exercise Price
        pursuant to this Warrant, the Company at its expense shall
        promptly compute such adjustment or readjustment in accordance
        with the terms hereof and furnish to the Holder of this
        Warrant a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which such
        adjustment or readjustment is based.  The Company shall, upon
        the written request at any time of the Holder of this Warrant,
        furnish or cause to be furnished to such Holder a like
        certificate setting forth (i) such adjustments and
        readjustments, (ii) the Exercise Price at the time in effect,
        and (iii) the number of shares of Common Stock and the amount,
        if any, of other property which at the time would be received
        upon the exercise of this Warrant; provided, however, that the
        Company shall not be required to calculate the effect of
        Section 2.5 upon such exercise.

             10.  Notices.

                  10.1 Dilutive Events.  In the event that the Company
        shall propose at any time:

                  (1) to declare any dividend or distribution upon its
        Common Stock;

                  (2) to offer for subscription pro rata to the
        holders of any class or series of its stock any additional
        shares of stock of any class or series or other rights; or

                  (3) to effect any transaction of the type described
        in Section 6 hereof involving a change in the Common Stock;

        then, in connection with each such event, the Company shall
        send to the Holders of this Warrant:

                  (A) at least 20 days  prior written notice of the
        date on which a record shall be taken for such dividend or
        distribution (and specifying the date on which the holders of
        Common Stock shall be entitled thereto) or for determining
        rights to vote in respect of the matters referred to in (1)
        and (2) above; and
                  (B) in the case of the matters referred to in (3)
        above, at least 20 days  prior written notice of the date when
        the same shall take place (and specifying the time on which
        the holders of Common Stock shall be entitled to exchange
        their Common Stock for securities or other property
        deliverable upon the occurrence of such event).

                  10.2 Dissolution; Liquidation. In the event of any
        voluntary or involuntary dissolution, liquidation or winding
        up of the Company, the Company shall send to the Holder of
        this Warrant at least 20 days  prior written notice.

                  10.3 Repurchase Programs.  The Company shall send
        written notice immediately upon any public announcement with
        respect to an open market repurchase program, any self tender
        offer for shares of Common Stock and any other repurchase
        other than a repurchase of stock of an employee or consultant
        pursuant to any benefit plan or agreement.

             11.  Amendments.  This Warrant may not be amended without
        the prior written consent of the Holder.

             12.  Additional Definition.  As used herein, the term
         Average Market Price  shall mean the average of the Market
        Prices for the 30 consecutive trading immediately preceding
        the date in question.

             13.  Notices.  Any notice, certificate or other
        communication which is required or convenient under the terms
        of this Warrant shall be duly given if it is in writing and
        delivered in person or mailed by first class mail,
postage
        prepaid, and directed to the Holder of the Warrant at its
        address as it appears on the Register or if to the
Company to
        its principal executive offices.  The time when such
notice is
        sent shall be the time of the giving of the notice.

             14.  Time.  Where this Warrant provides for a
payment or
        performance on a Saturday or Sunday or a public holiday
in the
        State of Ohio, such payment or performance may be made on
the
        next succeeding business day, without liability of the
Company
        for interest on any such payment.

             15.  Rules of Construction.  In this Warrant, unless
the
        context otherwise requires, words in the singular number
        include the plural, and in the plural include the
singular,
        and words of the masculine gender include the feminine
and the
        neuter, and when the sense so indicates, words of the
neuter
        gender may refer to any gender.  The numbers and titles
of
        sections contained in this Warrant are inserted for
        convenience of reference only, and they neither form a
part of
        this Warrant nor are they to be used in the construction
or
        interpretation hereof.

             16.  Governing Law.  This Warrant shall be construed
in
        accordance with and governed by the law of the State of
Ohio.

             IN WITNESS WHEREOF, the Company has caused this
Warrant
        to be executed by its officer thereto duly authorized.

                                      THE SCOTTS COMPANY


By:___________________________
                                           Name:
                                           Title:
                              Assignment of Warrant

               The undersigned hereby sell(s) and assign(s) and
          transfer(s) unto

____________________________________________________________

____________________________________________________________
                    (name, address and SSN or EIN of assignee)
          __________________________________ of this Warrant.
                 (portion of Warrant)

Date:_________________
Sign:___________________________________
     (Signature must conform in all respects
     to name of Holder shown on face of Warrant)

          Signature Guaranteed:

                               Notice of Exercise

          [To be completed and signed only upon exercise of Warrant]

               The undersigned, the Holder of this Warrant, hereby
          irrevocably elects to exercise the right to purchase Common
          Stock, without par value, of The Scotts Company as follows:


________________________________________________
(whole number of Warrants exercised)

                                                     Dollars ($)

__________________________________________________
(number of Warrants exercised times Exercise Price)

                                                      Shares  ( )

__________________________________________________


__________________________________________________
                                                       Dollars ($)
(number of shares and Market Price of Common Stock in cashless exercise)


          [Signature must be
_______________________________________________
guaranteed if name of     (name of holder of shares if different
holder of shares differs   than Holder of Warrant)
from registered Holder
of Warrant]

_______________________________________________
(address of holder of shares if
different than address of Holder of Warrant)


_______________________________________________
(Social Security or EIN of holder of shares if
different than Holder of Warrant)

Date:______________
Sign:__________________________________________
(Signature must conform in all respects to name of Holder shown on
face of this Warrant)

          Signature Guaranteed:


                              RECEIPT FOR WARRANTS

               The undersigned hereby acknowledges receipt from The
          Scotts Company (the  Company ) on this 19th day of May,
          1995, of a separate Series C Warrant for the purchase of
          ______ common shares of the Company, subject to the terms
          and conditions contained in the warrant.

          SIGNATURE

          COMMUNITY FUNDS, INC., a New York
          not-for-profit corporation

          _______________________
          By:
          Its:

          _______________________
          John Kenlon

ANNEX E

          REGISTRATION RIGHTS

               SECTION 1.     Representative.  The Shareholder
          Representative shall act on behalf of the Shareholders in
          connection with the matters set forth in this Annex E.
          Scotts shall be entitled to rely on any notices from the
          Shareholder Representative as if it came from the
          Shareholders.

               SECTION 2.     Demand Registration.  (a) The
          Shareholder Representative may at any time request
Scotts,
          in writing, to register under the Securities Act any or
all
          of the shares of Scotts Common Stock owned by the
          Shareholders (or any securities issued in respect of
the
          Scotts Common Stock, by dividend, reclassification,
merger
          or otherwise) (the  Registrable Securities ).  Scotts
shall
          use its best efforts to cause the number of Registrable
          Securities specified in such request to be registered
as
          soon as reasonably practicable so as to permit the sale
          thereof as specified in such request, and in connection
          therewith prepare and file as promptly as practicable
with
          the SEC a registration statement under the Securities
Act to
          effect such registration on such appropriate form as
Scotts
          shall reasonably determine, provided that each such
request
          shall (i) specify the number of Registrable Securities
          intended to be offered and sold; (ii) express the
present
          intention of the applicable Shareholders to offer or
cause
          the offering of such number of Registrable Securities
for
          distribution; (iii) describe the nature or method of
the
          proposed offer and sale thereof, including the plan of
          distribution therefor (including, but not limited to,
unless
          Scotts shall otherwise agree, no more than one offering
on a
          delayed or continuous basis pursuant to Rule 415 (or
any
          successor rule to similar effect) promulgated under the
          Securities Act (a  Rule 415 Offering )); (iv) cover an
          aggregate number of Registrable Securities equal to at
least
          30% of the Registrable Securities held in the aggregate
by
          the Shareholders at such time; (v) not be made less
than one
          year after the effective date of any other registration
          statement filed under this Section 2; and (vi) contain
the
          undertaking of the Shareholders to provide all such
          information and materials and take all such action as
may be
          required in order to permit Scotts to comply with all
          applicable requirements of the SEC and to obtain any
desired
          acceleration of the effective date of such registration
          statement.  The obligation of Scotts to register any
          Registrable Securities on demand in accordance with
this
          Section 2 shall expire after Scotts has filed
registration
          statements by reason of such demands on three separate
          occasions; provided, that a registration statement
shall not
          be deemed to have been filed if it shall be subject to
a
          stop order, injunction or other governmental action
          restricting distribution thereunder.

               (b)  The obligation of Scotts to use its best
efforts
          to cause the Registrable Securities to be registered
under
          the Securities Act is subject to the limitation that
Scotts
          shall be entitled to postpone for a reasonable period
of
          time, but not more than ninety calendar days from the
          receipt of the Shareholder Representative s notice, the
          filing of any registration statement otherwise required
to
          be prepared and filed by it pursuant hereto if, at the
time
          it receives a request for such registration, Scotts,
based
          on advice of counsel, determines, in its reasonable
          judgment, that such registration and sale (i) would
          interfere with any financing, acquisition, corporate
          reorganization or other material transaction involving
          Scotts or (ii) would require the disclosure of material
          information and such disclosure would adversely affect
          Scotts, and, in either case, promptly gives written
notice
          of such determination.  If Scotts shall so postpone the
          filing of a registration statement, the Shareholders
shall
          have the right to withdraw the request for registration
by
          giving written notice to Scotts within thirty calendar
days
          after receipt of the notice of postponement (and, in
the
          event of such withdrawal, such request shall not be
counted
          as a request for registration pursuant hereto).  Scotts
          shall not be entitled to postpone a registration
statement
          pursuant to this Section 2(b) more than once per any
365 day
          period.

               SECTION 3.     Piggyback Registration.  (a) If
Scotts
          shall, at any time and from time to time, propose the
          registration under the Securities Act of an
underwritten
          offering for cash of any of its equity securities,
whether
          for the account of Scotts or another shareholder,
Scotts
          shall give written notice as promptly as possible of
such
          proposed registration to the Shareholders and will use
its
          best efforts to include in such registration the sale
of
          such number of Registrable Securities as the
Shareholder
          Representative shall request, within 14 days after the
          giving of such notice, upon the same terms (including
the
          method of distribution) as such offering; provided
that:
          (i) Scotts shall not be required to give notice or
include
          any such Registrable Securities in any such
registration if
          the proposed registration is primarily (A) a
registration of
          a stock option or compensation plan or of securities
issued
          or issuable pursuant to any such plan or (B) a
registration
          of securities proposed to be issued in exchange for
          securities or assets of, or in connection with a merger
or
          consolidation with, another corporation; (ii) the
offering
          of any such Registrable Securities shall be in
conformity
          with this Annex E; and (iii) Scotts may at any time
prior to
          the effectiveness of any such registration statement,
at its
          sole discretion and without the consent of the
Shareholders,
          withdraw such registration statement and abandon the
          proposed offering in which the Shareholders had
requested to
          participate.

               (b) In connection with any offering pursuant to
Section
          3, if the managing underwriters for such offering
advise
          that the inclusion of all securities sought to be
registered
          may interfere with an orderly sale and distribution or
may
          materially adversely affect the price of such offering,
the
          securities to be registered shall be included in such
          registration in accordance with the following
priorities:
          first, all securities to be sold for the account of
Scotts,
          second, all securities to be sold for the account of
the
          Shareholders, up to the limit specified by the managing
          underwriters and third all securities to be sold for
the
          account of other shareholders, up to the limit
specified by
          the managing underwriters.
                 SECTION 4.     Incidental Obligations.  In
connection
          with any offering of Registrable Securities registered
          pursuant to this Annex E, Scotts shall (i) furnish to
the
          Shareholders such number of copies of any prospectus
          (including any preliminary prospectus) as they may
          reasonably request in order to effect the offering and
sale
          of the Registrable Securities to be offered and sold,
but
          only while Scotts shall be required under the
provisions
          hereof to cause the registration statement to remain
          current, and (ii) take such action as shall be
necessary to
          qualify the Registrable Securities covered by such
          registration under state securities laws for offer and
sale
          as the Shareholders shall request; provided that Scotts
          shall not be obligated to qualify as a foreign
corporation
          to do business under the laws of any jurisdiction in
which
          it shall not be then qualified or to file any general
          consent to service of process.  In connection with any
          offering of Registrable Securities registered pursuant
to
          this Annex E, Scotts shall (A) furnish, at Scotts
expense,
          unlegended certificates representing ownership of the
          Registrable Securities being sold in such denominations
as
          shall be requested and (B) instruct the transfer agent
and
          registrar of the Scotts Common Stock to release any
stop
          transfer orders with respect to the Registrable
Securities
          being sold.  Upon any registration becoming effective
          pursuant to this Annex E, Scotts shall use its best
efforts
          to keep such registration statement current for a
period of
          ninety calendar days following its effective date
except
          that with respect to a Rule 415 Offering, Scotts shall
use
          its best efforts to keep such registration statement
current
          and effective for a period of one hundred eighty
calendar
          days following its effective date.  Scotts will
otherwise
          use its best efforts to ensure that any offering
pursuant to
          this Annex E complies with all applicable law and
          regulation, including any applicable listing agreement
for
          Scotts  securities and shall furnish such other
information
          and documents as the Shareholder Representative may
          reasonably request in connection therewith, and the
          Shareholders will cooperate with Scotts and furnish
such
          information as Scotts may reasonably request in
connection
          therewith.

               SECTION 5.     Registration Expenses.  In
connection
          with any registration pursuant to this Annex E, Scotts
will
          pay all SEC and Blue Sky registration and filing fees,
          underwriting discounts in respect of securities to be
sold
          by Scotts, commissions and expenses, printing expenses,
fees
          and disbursements of legal counsel for Scotts and Blue
Sky
          counsel, transfer agents  and registrar s fees, fees
and
          disbursements of any public accountants used by Scotts
in
          connection with such registration (excluding the
          underwriting discounts in respect of securities to be
sold
          by Scotts, the  Registration Expenses ); provided,
however,
          that the Shareholders, and not Scotts, shall be
obligated to
          pay all such Registration Expenses in connection with a
          demand registration made pursuant to Section 2 of this
Annex
          E in which the Shareholders seek to register less than
5% of
          the outstanding number of shares of Scotts Common Stock
on a
          fully diluted basis.  In addition to, and not in
limitation
          of, the foregoing, the Shareholders shall pay all of
their
          own expenses, including underwriting discounts in
respect of
          securities to be sold by them and fees and
disbursements of
          the Shareholders  counsel.
               SECTION 6.     Indemnification, Contribution,
          Underwriting Agreement.  In connection with any
offering
          pursuant to this Annex E, Scotts and/or the
Shareholders, as
          the case may be, will enter into an underwriting
agreement
          (and any related agreements) with the underwriters for
the
          offering on customary terms.  In connection with any
          offering pursuant to this Annex E, Scotts and the
          Shareholders will enter into indemnification and
          contribution agreements on customary terms, providing,
among
          other things, that each applicable Shareholder will
          indemnify and hold harmless Scotts in respect of any
          information furnished by such Shareholder to Scotts in
          connection with the applicable registration statement
and
          Scotts shall indemnify and hold harmless each
applicable
          Shareholder in respect of any other information
contained in
          the registration statement or any failure of the
          registration statement to comply with applicable law.
In no
          case shall a Shareholder's liability exceed the
proceeds
          received by such Shareholder pursuant to the applicable
          offering.  In each case, any dispute as to what
provisions
          are customary will be determined by counsel for the
managing
          underwriter for the offering, which managing
underwriter
          shall be mutually acceptable to Scotts and such
          Shareholders.

               SECTION 7.     Transferability.  The Shareholders
may
          transfer their rights under this Annex E, in whole or
in
          part, to any Permitted Transferee of any Registrable
          Securities, provided that such transfer is not in
violation
          of the terms of the Agreement.  For purposes of this
Annex,
          the term  Shareholder  shall include any Permitted
          Transferee of a Shareholder.

ANNEX G

     PROPOSED AMENDMENTS TO SCOTTS ARTICLES OF
      INCORPORATION AND CODE OF REGULATIONS

     PROPOSED AMENDMENT TO ARTICLE FOURTH  OF THE ARTICLES OF
     INCORPORATION:

          FOURTH:   The authorized number of shares of the
corporation
     shall be Fifty Million, One Hundred and Ninety-Five Thousand
     (50,195,000), consisting of Fifty Million (50,000,000)
common
     shares, each without par value, and One Hundred and Ninety-
Five
     Thousand (195,000) preferred shares, each without par value
(the
      Preferred Stock ).  The Preferred Stock shall have the
following
     terms:

     SEE ANNEX A FOR THE TERMS OF THE PREFERRED STOCK.

     PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO ADD
THE
     FOLLOWING ARTICLE NINTH:

               NINTH:   Notwithstanding any provision of the Ohio
     Revised Code requiring for any purpose the vote, consent,
waiver
     or release of the holders of shares of the corporation
entitling
     them to exercise two-thirds or any other proportion of the
voting
     power of the corporation or of any class or classes thereof,
such
     action, unless expressly otherwise provided by statute, may
be
     taken by the vote, consent, waiver or release of the holders
of
     the shares entitling them to exercise not less than a
majority of
     the voting power of the corporation or of such class or
classes;
     provided, however, that the affirmative vote of the holders
of
     shares entitling them to exercise not less than two-thirds
(2/3)
     of the voting power of the corporation, or two-thirds (2/3)
of
     the voting power of any class or classes of shares of the
     corporation which entitle the holders thereof to vote in
respect
     of any such matter as a class, shall be required to adopt:

          (1)  A proposed amendment to this Article NINTH to the
               Amended Articles of Incorporation of the
corporation;

          (2)  An agreement of merger or consolidation providing
for
               the proposed merger or consolidation of the
corporation
               with or into one or more other corporations and
               requiring shareholder approval;

          (3)  A proposed combination or majority share
acquisition
               involving the issuance of shares of the
Corporation and
               requiring shareholder approval;

          (4)  A proposal to sell, exchange, transfer or
otherwise
               dispose of all, or substantially all, the assets,
with
               or without the goodwill, of the corporation; and

          (5)  A proposed dissolution of the corporation.


     PROPOSED AMENDMENT TO SUBPARAGRAPHS (A), (B) AND (C) OF
SECTION
     2.02 OF THE CODE OF REGULATIONS:

     SECTION 2.02.  NUMBER AND CLASSIFICATION OF DIRECTORS AND
TERM OF
     OFFICE
          (A)  Until changed by amendment of the Regulations, by
the
     adoption of new regulations or by action of the directors,
the
     number of directors of the corporation shall be nine,
divided
     into three classes consisting of three directors each.  The
     election of each class of directors shall be a separate
election.
     At the 1995 annual meeting of shareholders an election shall
be
     held to elect three persons to serve as directors for three
years
     and until their successors are elected, an election shall be
held
     to elect three persons to serve as directors for two years
and
     until their successors are elected and an election shall be
held
     to elect three persons to serve as directors for one year
and
     until their successors are elected.

          (B)  The directors may change the number of directors
and
     may fill any director's office that is created by an
increase in
     the number of directors; provided, however, that the
directors
     may not increase the number of directors to more than twelve
or
     the number of directors in each class to more than four
except as
     may be required by the provisions of Section 3(c) of Article
     FOURTH of the Articles of Incorporation of the Corporation.
No
     reduction in the number of directors shall of itself have
the
     effect of shortening the term of any incumbent director.

          (C)  At each annual meeting of shareholders after the
1995
     annual meeting, directors shall be elected to serve for
terms of
     three years, so that the term of office of one class of
directors
     shall expire in each year.

     PROPOSED AMENDMENT TO SECTION 6.01 OF THE CODE OF
REGULATIONS:

     IF THE PROPOSED AMENDMENT TO SUBPARAGRAPHS (A), (B) AND (C)
OF
     SECTION 2.02 IS ADOPTED:

          Section 6.01.  Amendments.  The Regulations may be
amended,
     or new regulations may be adopted, at a meeting of
shareholders
     held for such purpose, only by the affirmative vote of the
     holders of shares entitling them to exercise not less than a
     majority of the voting power of the corporation on such
proposal;
     provided, however, that Sections 1.02 and 2.02 and this
Section
     6.01 of these Regulations may be amended, or new regulations
     which do not contain provisions identical to Sections 1.02
and
     2.02 and this Section 6.01 may be adopted, only by the
     affirmative vote of the holders of shares entitling them to
     exercise not less than two-thirds (2/3) of the voting power
of
     the corporation on such proposal.  In addition, the
Regulations
     may be amended, or new regulations may be adopted without a
     meeting by the written consent of the holders of shares
entitling
     them to exercise not less than all of the voting power of
the
     corporation on such proposal.

     IF THE PROPOSED AMENDMENT TO SUBPARAGRAPHS (A), (B) AND (C)
OF
     SECTION 2.02 IS NOT ADOPTED:

          Section 6.01.  Amendments.  The Regulations may be
amended,
     or new regulations may be adopted, at a meeting of
shareholders
     held for such purpose, only by the affirmative vote of the
     holders of shares entitling them to exercise not less than a
     majority of the voting power of the corporation on such
proposal;     provided, however, that Section 1.02 and this
Section 6.01 of
     these Regulations may be amended, or new regulations which
do not
     contain provisions identical to Sections 1.02 and this
Section
     6.01 may be adopted, only by the affirmative vote of the
holders
     of shares entitling them to exercise not less than two-
thirds
     (2/3) of the voting power of the corporation on such
proposal.
     In addition, the Regulations may be amended, or new
regulations
     may be adopted without a meeting by the written consent of
the holders of shares entitling them to exercise not less than
all of the voting power of the corporation on such proposal.