<PAGE>

                                                                     Exhibit 4.6



THIS TRUST PREFERRED SECURITY IS A PREFERRED SECURITIES CERTIFICATE WITHIN THE
MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE
DEPOSITARY. THIS TRUST PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND
NO TRANSFER OF THIS TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS
TRUST PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK) TO EASY GARDENER
PRODUCTS TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CERTIFICATE NUMBER P-2              NUMBER OF TRUST
                                    PREFERRED SECURITIES: 2,530,000

                                    CUSIP NO.

                                  [90331U 20 3]
                                 --------------

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

                         EASY GARDENER PRODUCTS TRUST I

                  9.40% CUMULATIVE TRUST PREFERRED SECURITIES,
              (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

<PAGE>

EASY GARDENER PRODUCTS TRUST I, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of two million, five hundred thirty thousand (2,530,000)
Trust Preferred Securities of the Trust representing an undivided beneficial
interest in the assets of the Trust and designated the EASY GARDENER PRODUCTS
TRUST I 9.40% Cumulative Trust Preferred Securities, (liquidation amount $25 per
Trust Preferred Security) (the "Trust Preferred Securities"). The Trust
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Second Amended and Restated Trust Agreement of
the Trust dated as of ___________, 2003, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of Trust
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Amended and Restated Guarantee Agreement entered into by Easy
Gardener Products, Ltd., a Texas limited partnership, and Wilmington Trust
Company, a Delaware banking corporation, as guarantee trustee, dated as of
__________, 2003 (the "Guarantee"), to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and
is entitled to the benefits thereunder.




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                                      -2-

<PAGE>


         In Witness Whereof, an Administrative Trustee (as defined in the Trust
Agreement) of the Trust has executed this certificate this _______ day of
_________ 2003.


                                           EASY GARDENER PRODUCTS TRUST I


                                           By:
                                              ----------------------------------
                                              Name:   Richard M. Grandy
                                              Title:  not in his individual
                                                      capacity but solely as
                                                      Administrative Trustee



                                      -3-

<PAGE>


                                   ASSIGNMENT

         For Value Received, the undersigned assigns and transfers this Trust
Preferred Security to: _______________________________________________


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

        (Insert assignee's social security or tax identification number)


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

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

                    (Insert address and zip code of assignee)

and irrevocably appoints ______________________________________________________,
_______________________________________________________________________________
as agent to transfer this Trust Preferred Security Certificate on the books of
the Trust. The agent may substitute another to act for him or her.

Date:
      ------------------------------------------------------

Signature:
           ---------------------------------------------------------------------

         (Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Rule 17Ad-15 of the regulations promulgated under Securities Exchange Act of
1934, as amended.


                                      -4-