Exhibit 10.12

                             SUBORDINATION AGREEMENT

                                     between

                          CENTRAL GARDEN & PET COMPANY

                                       and

                     LASALLE BUSINESS CREDIT, LLC, AS AGENT

                                 April 27, 2004

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

1.  Certain Defined Terms.....................................................2
2.  Representations, Warranties, And Covenants................................4
3.  Subordination.............................................................4
4.  Restrictions On Subordinated Lender's Actions.............................6
5.  Remedies..................................................................7
6.  No Action to Violate Senior Debt Documents................................7
7.  No Amendment of Junior Debt Documents.....................................7
8.  Extensions, Compromises, Etc..............................................7
9.  Waiver....................................................................8
10. No Constraint on Senior Lenders...........................................8
11. Continuing Agreement......................................................8
12. Rights in Insolvency Proceedings..........................................9
13. Junior Debt Subordinated to Prior Payment of all Senior Debt in
    Insolvency................................................................9
14. Subordination Rights Not Impaired by Acts or Omissions
    of the Credit Parties or the Senior Lenders..............................11
15. Lien Related Bankruptcy Provisions.......................................11
16. Consents, Waivers and Releases of Collateral.............................13
17. Miscellaneous............................................................13


                                       -i-
<PAGE>

                             SUBORDINATION AGREEMENT

            THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of April
27, 2004 is entered into by and between CENTRAL GARDEN & PET COMPANY, a Delaware
corporation (the "Subordinated Lender"), and LASALLE BUSINESS CREDIT, LLC, a
Delaware limited liability company, in its capacity as agent ("Agent") for the
financial institutions party to the Revolving Loan Agreement (as hereinafter
defined) from time to time (collectively, the "Lenders") (the Lenders and Agent
are collectively referred to herein as the "Senior Lenders" and individually,
the "Senior Lender"), with reference to the following facts:

                                    RECITALS

            A. Reference is hereby made to that certain Asset Purchase
Agreement, dated as of December 11, 2002 (as amended, the "Purchase Agreement"),
entered into by and among Easy Gardener Products, Ltd., a Texas limited
partnership ("EGP"), EYAS International, Inc., a Texas corporation and an
affiliate of EGP ("EYAS"), U.S. Home & Garden Inc., a Delaware corporation
("USHG"), Easy Gardener, Inc., a Delaware corporation and wholly-owned
subsidiary of USHG ("Easy Gardener"), Ampro Industries, Inc., a Michigan
corporation and wholly-owned subsidiary of USHG ("Ampro") (each of Easy Gardener
and Ampro are sometimes referred to herein as a Seller and collectively, as the
"Sellers") and Weed Wizard Acquisition Corp., a wholly-owned subsidiary of Easy
Gardener ("Weed Wizard").

            B. In consideration for the sale of substantially all of the
Sellers' assets and certain of USHG's and Weed Wizard's assets, as set forth in
the Purchase Agreement, EGP paid the Sellers and USHG an amount equal to the
Purchase Price, as defined in the Purchase Agreement, $2,675,000 of which was
financed by the Subordinated Lender as evidenced by that certain Subordinated
Promissory Note in the original principal aggregate amount of $2,675,000 made by
EGP for the benefit of the Subordinated Lender, together with all other
documents related thereto (collectively, the "Junior Debt Documents").

            C. In order to provide EGP with financing for its working capital
purposes, EGP and certain of its affiliates signatory to the Acknowledgment
attached hereto (the "Credit Parties") have requested that Senior Lenders enter
into various agreements with the Credit Parties pursuant to which the Senior
Lenders would extend certain loans and other financial accommodations to Credit
Parties, including that certain Loan and Security Agreement entered into by and
among EGP, EYAS, Weatherly Consumer Products, Inc., a Delaware corporation,
Weatherly Consumer Products Group, Inc., a Delaware corporation, EG Product
Management, L.L.C., a Texas limited liability company, EG, L.L.C., a Nevada
limited liability company, NBU Group, LLC, a Texas limited liability company,
the Agent, and the Lenders (the "Revolving Loan Agreement"), the Other
Agreements (as defined in the Revolving Loan Agreement) and other related
supplements, agreements, documents and instruments, as amended or modified from
time to time (together with the Revolving Loan Agreement, collectively referred
to herein as the "Senior Debt Documents").

<PAGE>

            D. Senior Lenders are unwilling to enter into the Senior Debt
Documents with the Credit Parties and to extend to EGP or the Credit Parties, as
the case may be, the loans and other financial accommodations contemplated
thereunder unless Subordinated Lender enters into this Agreement.

            E. Subordinated Lender is interested in the financial success of the
Credit Parties and will benefit by the loans which the Senior Lenders propose to
extend to EGP or the Credit Parties, as the case may be, under the Senior Debt
Documents.

            F. Accordingly, to induce the Senior Lenders to enter into the
Senior Debt Documents with the Credit Parties and to extend to EGP or the Credit
Parties, as the case may be, the loans contemplated thereunder, Subordinated
Lender is willing to enter into this Agreement with Agent.

                                    AGREEMENT

            NOW, THEREFORE, the parties agree as follows:

            1. Certain Defined Terms.

            (a) General. When used in this Agreement, the following terms have
the following respective meanings:

            "Agent" has the meaning set forth in the introduction hereto.

            "Agreement" has the meaning set forth in the introduction hereto.

            "Collateral" has the meaning ascribed to the term "Collateral" as
defined in the Senior Debt Documents.

            "Cure Period" has the meaning set forth in Section 3(b).

            "Credit Parties" has the meaning set forth in the recitals hereto.

            "Default" means an event which, with the passage of time or giving
of notice, or both, will become an Event of Default.

            "Event of Default" has the meaning ascribed to the term "Event of
Default as defined in the Senior Debt Documents.

            "Insolvency Proceeding" means (i) any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, custodianship,
composition or other proceeding or case relating to the Credit Parties, any of
its respective subsidiaries or affiliates, or any of their respective assets,
(ii) any dissolution or winding up of the Credit Parties or any of its
respective subsidiaries, whether voluntary or involuntary and whether or not
involving an insolvency or bankruptcy case or (iii) any assignment for the
benefit of creditors or any other marshalling of any assets of the Credit
Parties or any of its respective subsidiaries.


                                      -2-
<PAGE>

            "Junior Debt" means all present and future indebtedness and other
obligations (direct or indirect) owing by EGP to Subordinated Lender. "Junior
Debt" includes (without limitation) indebtedness owed under the Junior Debt
Documents, together with any other debts, demands, monies, indebtedness,
liabilities, and obligations now or hereafter owed by EGP to Subordinated
Lender, including interest, principal, costs, and other charges, together with
all claims, rights, causes of action, judgments, decrees and other obligations.

            "Junior Debt Documents" has the meaning set forth in the recitals
hereto.

            "Junior Default Notice" means a notice delivered by Subordinated
Lender to Agent and the Credit Parties that an event of default has occurred and
is continuing under the Junior Debt Documents.

            "Obligations" has the meaning ascribed to the term "Liabilities" as
defined in the Senior Debt Documents.

            "Reorganization Debt Securities" means debt securities of the Credit
Parties or any of its respective subsidiaries or affiliates as reorganized
orreadjusted, or debt securities of the Credit Parties or any of its respective
subsidiaries or affiliates (or any other company, trust or organization provided
for by a plan of reorganization or readjustment succeeding to the assets and
liabilities of the Credit Parties or any of its respective subsidiaries or
affiliates), that are subordinated, to at least the same extent as the Junior
Debt, to the payment of all Senior Debt that will be outstanding after giving
effect to such plan of reorganization or readjustment, so long as (i) the
non-default rate of interest and the default rate of interest on such debt
securities shall not exceed the effective non-default rate of interest and the
default rate of interest (as the case may be) on the Junior Debt on the date
hereof (without modification or amendment thereof of any kind), (ii) after
giving effect to such plan of reorganization or readjustment such debt
securities shall not be entitled to the benefits of covenants or defaults more
beneficial to the holders of such debt securities than those in effect with
respect to the Junior Debt on the date hereof (without modification or amendment
thereof of any kind) or the Senior Debt, (iii) such debt securities shall not
require cash interest to be paid more frequently than is required under the
Junior Debt on the date hereof (without modification or amendment thereof of any
kind), and (iv) such debt securities shall not provide for amortization,
including mandatory prepayment provisions, commencing earlier than six months
following the final scheduled maturity date of the Senior Debt (as modified by
such plan of reorganization or readjustment).

            "Senior Debt" has the meaning set forth in Section 3(a) of this
Agreement.

            "Senior Default Notice" means a notice delivered by Agent to
Subordinated Lender and EGP that an Event of Default has occurred and is
continuing under the Senior Debt Documents.

            "Senior Lenders" has the meaning set forth in the introduction of
this Agreement.


                                      -3-
<PAGE>

            "Senior Debt Documents" has the meaning set forth in the recitals of
this Agreement.

            "Subordinated Lender" has the meaning set forth in the introduction
of this Agreement.

            "Voided Payment" has the meaning set forth in Section 13(b).

            (b) Other Terms. Unless otherwise defined in this Agreement, any and
all initially capitalized terms set forth in this Agreement shall have the
meaning ascribed thereto in the Senior Debt Documents.

            2. Representations, Warranties, And Covenants.

            Subordinated Lender and the Credit Parties represent, warrant, and
covenant (jointly and severally) to Agent and Senior Lenders that:

            (a) Junior Debt Documents. Upon Agent's request, to be given by
notice to EGP and Subordinated Lender: (i) a copy of all Junior Debt Documents
shall be delivered to Agent; and/or (ii) all Junior Debt Documents shall be
conspicuously marked with substantially the following legend:

            "The obligations hereunder (and the payments with respect thereto)
            are subject to that certain Subordination Agreement dated as of
            April __, 2004, by and between Central Garden & Pet Company and
            LaSalle Business Credit, LLC, as Agent."

and after being so marked, the originals of the Junior Debt Documents shall be
exhibited to Agent and a copy of the marked Junior Debt Documents shall be
delivered to Agent.

            (b) No Default. EGP is not in default under any Junior Debt
Document.

            (c) Notice of Default. Subordinated Lender and the Credit Parties
shall each promptly notify Agent of all defaults, events of default, and events
which with the giving of notice or the passage of time, or both, would become
events of default ("unmatured events of default") under any Junior Debt
Document.

            (d) Further Action. Upon Agent's request, Subordinated Lender will
promptly take all actions which Agent believes appropriate to carry out the
purposes of this Agreement.

            3. Subordination.

            (a) General. As more fully provided in the remainder of this Section
3, the Junior Debt is hereby subordinated and made junior to all obligations now
or hereafter owing to the Senior Lenders by the Credit Parties. The obligations
referred to in the preceding sentence as being owing to the Senior Lenders are
referred to in this Agreement as the


                                      -4-
<PAGE>

"Senior Debt," and include the Obligations, all present and future
representations, warranties, covenants, agreements, indemnities, all principal
incurred (including debtor-in-possession loans or advances), all interest and
all fees and expenses incurred after the commencement of an Insolvency
Proceeding or any other federal or state bankruptcy, insolvency or
reorganization act regardless of whether Senior Lenders' claim therefore or the
security interests asserted are valid, binding, enforceable, void, voidable,
voided, subordinated, reduced, disallowed or allowable in the Insolvency
Proceeding and any other obligations which the Credit Parties or its respective
successors and assigns may incur to Agent or Senior Lenders.

            (b) Payments to Subordinated Lender.

                  (i) If no default, event of default, or unmatured event of
      default by the Credit Parties under any present or future instrument or
      agreement (including a Default or an Event of Default under the Senior
      Debt Documents) among the Credit Parties and the Senior Lenders shall have
      occurred, EGP may pay to Subordinated Lender all regularly scheduled
      payments of interest (but no principal payments) due under the Junior Debt
      Documents solely through the issuance of additional Junior Debt.

                  (ii) Subsequent to the delivery of a Senior Default Notice,
      the Credit Parties may not pay, nor may Subordinated Lender receive and
      retain, any payment with respect to the Junior Debt (other than payments
      of interest in kind), until such time as Agent notifies Subordinated
      Lender that the events set forth in the Senior Default Notice have been
      cured or waived or that the Senior Debt has been indefeasibly paid in
      full, in cash. There shall be no limit on the number of times a Senior
      Default Notice pursuant to this Section 3(b)(ii) may be given nor the time
      period it is in effect.

            (c) Actions by Subordinated Lender. The Subordinated Lender hereby
agrees that it shall deliver a Junior Default Notice to the Credit Parties and
Senior Lenders upon any default or event of default under the Junior Debt
Documents and that the Credit Parties shall have thirty (30) days (in addition
to any applicable cure or grace periods, if any, set forth in the Junior Debt
Documents) after receipt of such Junior Default Notice in which to cure the
defaults or events of defaults set forth in such Junior Default Notice (the
"Cure Period"). If after such Cure Period the events described in such Junior
Default Notice have not been cured or waived by Subordinated Lender, then
Subordinated Lender may (subject to the provisions of this Agreement including,
without limitation, Section 3(b) hereof), if Agent has not delivered a Senior
Default Notice due to the failure of the Credit Parties to make a payment to
Senior Lenders when due or deemed by Senior Lenders to be due with respect to
the Senior Debt, on the one hundred and eighty-second (182nd) day following the
expiration of such Cure Period; exercise its rights as a general, unsecured
creditor of the Credit Parties to commence judicial action on the Junior Debt
and otherwise seek a judgment on the Junior Debt but in no event shall
Subordinated Lender exercise any default rights or remedies with respect to the
Collateral whether as a secured party or judgment lienholder, which limitation
shall include so as to prohibit judicial or non judicial foreclosure, possession
of the


                                      -5-
<PAGE>

Collateral, collection actions or otherwise; provided, however, so long as
Senior Lenders are exercising default rights and remedies pursuant to a Senior
Default Notice then Subordinated Lender shall not exercise any such rights or
remedies until the earliest to occur of (i) notice from Agent to Subordinated
Lender that the events set forth in the Senior Default Notice have been waived
or cured or (ii) the indefeasible payment of the Senior Debt, in full, in cash.
Subordinated Lender shall not issue more than one Junior Default Notice in any
three hundred sixty (360) day period.

            (d) Priority of Interests in Collateral. Subordinated Lender
currently holds no security interest or lien in the Collateral, or in any other
assets of the Credit Parties, as security for EGP's payment and performance of
its obligations to Subordinated Lender under the Junior Debt Documents, and no
such security interest or lien is currently contemplated to be granted by the
Credit Parties to Subordinated Lender. In the event Subordinated Lender
hereafter acquires any security interest, lien, or other right or interest in
the Collateral, (i) Subordinated Lender hereby authorizes Agent to terminate
such security interest, lien or other right, and (ii) such security interest,
lien, or other right or interest shall at all times prior to the indefeasible
payment in full of the Senior Debt be junior, subordinate and subject to any
security interest, lien or other right or interest Senior Lender now has or may
hereafter acquire in the Collateral. In the event Subordinated Lender acquires
any guaranty with respect to the Junior Debt, whether secured or unsecured, from
any Subsidiary of the Credit Parties, Subordinated Lender agrees that its rights
with respect to such guaranty shall at all times be junior, subordinate and
subject to the rights of Senior Lenders with respect to any guaranties Senior
Lenders may receive from such Subsidiaries with respect to the Senior Debt. The
subordination provided in this Section 3 shall apply irrespective of the time or
order of attachment or perfection of any security interest, irrespective of the
time or order of filing of any financing statement or other document, and
irrespective of any statute, rule, law, or court decision to the contrary.
Subordinated Lender confirm that the Senior Debt is in all respects senior to
the Junior Debt and that this Agreement shall govern as among the Senior Lenders
and Subordinated Lender irrespective of whether the Senior Debt or the liens
securing the Senior Debt, are held to be unperfected, deficient, invalid, void,
voidable, voided, unenforceable, subordinated, reduced, discharged or are set
aside by a court of competent jurisdiction, including, without limitation,
pursuant to any Insolvency Proceeding.

            4. Restrictions On Subordinated Lender's Actions.

            Except as permitted in Sections 3(b) and (c) hereof and unless it
shall have obtained Senior Lender's prior written consent, until the Senior Debt
has been indefeasibly paid in full in cash, Subordinated Lender will not:

            (a) Demand or accept any payment upon the Junior Debt;

            (b) Take any collateral for or otherwise secure the Junior Debt;

            (c) Foreclose, collect or realize upon any collateral hereafter
securing the Junior Debt (whether such collateral constitutes part of the
Collateral or consists of other


                                      -6-
<PAGE>

assets of the Credit Parties), or otherwise enforce any security agreement,
mortgage, lien instrument, or other encumbrance hereafter securing the Junior
Debt; or

            (d) Commence, prosecute, or participate in any collection,
enforcement, default, administrative, legal, judicial, non-judicial, equitable
or any other action that in Senior Lenders' judgment might adversely affect the
Credit Parties' business or the Credit Parties' ability to timely pay the Senior
Debt, including in any Insolvency Proceeding.

            5. Remedies.

            If the Credit Parties or Subordinated Lender attempts to violate
Section 3 or Section 4(a), or if Subordinated Lender in any other manner
receives any funds which by virtue of this Agreement Subordinated Lender is
precluded from receiving, Subordinated Lender shall be deemed to hold any
payment or distribution Subordinated Lender receives in trust for the Senior
Lenders' benefit. In such case, Subordinated Lender shall immediately remit such
payment or distribution to Agent, for the benefit of the Senior Lenders. If
Subordinated Lender attempts to violate Section 4(b), Agent, for the benefit of
the Senior Lenders (in its or the Credit Parties' name), or the Credit Parties
may seek injunctive or other equitable relief to prevent or stop Subordinated
Lender's actions, it being agreed that legal remedies may be inadequate. If
Subordinated Lender attempts to violate Section 4(c), the Credit Parties may
interpose as a defense or plea the making of this Agreement, and Agent, for the
benefit of the Senior Lenders, may intervene and interpose such defense or plea
in its own or the Credit Parties' name. The remedies provided in this Section 5
are not exclusive; Agent, for the benefit of the Senior Lenders, shall be
entitled to all other remedies available at law or in equity. Neither Agent nor
the Senior Lenders shall in any event be liable for any impairment or nonpayment
of the Junior Debt that results, directly or indirectly, from the exercise by
Agent or Senior Lenders of any of their rights or remedies under this Agreement,
the Senior Debt Documents or under applicable law.

            6. No Action to Violate Senior Debt Documents.

            Subordinated Lender shall not take any action which in Senior
Lenders' reasonable judgment would cause the Credit Parties to violate the
Senior Debt Documents or any other agreement among the Credit Parties and the
Agent for the benefit of the Senior Lenders.

            7. No Amendment of Junior Debt Documents.

            Unless Agent's prior written consent shall have been obtained, no
Junior Debt Document may be amended or modified.

            8. Extensions, Compromises, Etc.

            Without having to obtain either the Credit Parties' or Subordinated
Lender's consent, the Senior Lenders may grant to the Credit Parties extensions
of the time of payment or performance, and may enter into compromises (including
releases of collateral and settlements) with the Credit Parties with respect to
the Senior Debt.


                                      -7-
<PAGE>

            9. Waiver.

            Subordinated Lender waives any right it may now or hereafter have to
require the Senior Lenders to marshal assets, to exercise rights or remedies in
a particular manner, or to forbear from exercising such rights and remedies in
any particular manner or order.

            10. No Constraint on Senior Lenders.

            Nothing contained in this Agreement shall preclude the Senior
Lenders from discontinuing its extension of credit to the Credit Parties
(whether under the Senior Debt Documents or otherwise) or from taking (without
notice to Subordinated Lender, the Credit Parties, or any other individual or
entity) any other action in respect of the Senior Debt or the Collateral which
the Senior Lenders are otherwise entitled to take with respect to the Senior
Debt or the Collateral. Among the actions which the Senior Lenders may take in
accordance with this Section 10 are: renewing, extending, and increasing the
amount of the Senior Debt; otherwise changing the terms of the Senior Debt;
settling, releasing, compromising, and collecting on the Senior Debt; making
(and refraining from making) other secured and unsecured loans and advances to
the Credit Parties; amending any present or future agreement between the Senior
Lenders and the Credit Parties; and all other actions which the Senior Lenders
deem advisable.

            11. Continuing Agreement.

            This Agreement (a) may be terminated only upon the indefeasible
payment and satisfaction in full in cash (or in such other consideration as the
Senior Lenders may in their sole discretion expressly agree to in a signed
writing) of all Senior Debt and termination of the Senior Debt Documents and the
obligation of the Senior Lenders to make loans, advances and/or extensions of
credit thereunder, (b) is a continuing agreement of subordination, (c) shall be
binding upon Subordinated Lender, the Credit Parties and its respective
successors, transferees and assigns, (d) shall inure to the benefit of and be
enforceable by Agent and the Senior Lenders and their successors, transferees
and assigns and (e) shall inure to the benefit of any lenders which provide
replacement or other subsequent financing of the Credit Parties. It is expressly
intended that any successor, transferee, assignee, replacement or subsequent
lender be a third party beneficiary of this Agreement without any further action
required. Subordinated Lender agrees to take all actions reasonably necessary to
amend and ratify this Agreement as to such lender. Without limiting the
generality of the foregoing, the Senior Lenders may assign or otherwise transfer
the Senior Debt to any other person or entity, such transferee shall thereupon
become vested with all the rights and benefits in respect thereof granted to the
Senior Lenders herein or otherwise. This Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Debt is rescinded or must otherwise be returned by the Senior
Lenders in connection with any Insolvency Proceeding or otherwise, all as though
such payment had not been made.


                                      -8-
<PAGE>

            12. Rights in Insolvency Proceedings.

            (a) Subordinated Lender hereby irrevocably authorizes and empowers
Agent, for the benefit of the Senior Lenders, in any Insolvency Proceeding to
file a proof of claim on behalf of Subordinated Lender with respect to the
Junior Debt (i) if Subordinated Lender fails to file such proof of claim prior
to ten (10) days before the expiration of the time period during which such
claims must be submitted, or (ii) if Agent, in its reasonable discretion,
believes that any statements or assertions in a proof of claim filed by
Subordinated Lender is not consistent with the terms and conditions hereof;
provided, however, that any failure of Agent to file such proof of claim shall
not be deemed to be a waiver by Agent or the Senior Lenders of any of the rights
and benefits granted herein by Subordinated Lender. Subordinated Lender hereby
covenants and agrees promptly to provide Agent with a copy of any proof of claim
filed by Subordinated Lender in any Insolvency Proceeding.

            (b) Subordinated Lender hereby irrevocably grants to Agent, for the
benefit of the Senior Lenders, the sole and exclusive authority and power in any
Insolvency Proceeding, unless and until this Agreement is terminated in
accordance with its terms: (i) to accept and receive any payment or distribution
which may be payable or deliverable at any time upon or in respect of the Junior
Debt; and (ii) to take such other action as may be reasonably necessary or
advisable to effectuate the foregoing. Subordinated Lender shall provide to
Agent all information and documents reasonably necessary to present claims or
seek enforcement as described in the immediately preceding sentence.

            (c) Subordinated Lender hereby agrees that, while it shall retain
the right to vote its claims and, except as otherwise provided in this
Agreement, otherwise act in any Insolvency Proceeding relative to the Credit
Parties or any of its respective subsidiaries (including, without limitation,
the right to vote to accept or reject any plan of partial or complete
liquidation, reorganization, arrangement, composition, or extension),
Subordinated Lender shall not: (i) take any action or vote in any way so as to
directly or indirectly challenge or contest (A) the validity or the
enforceability of the Senior Debt Documents or the liens and security interests
granted to Agent, for the benefit of the Senior Lenders, with respect to the
Senior Debt, (B) the rights and duties of Agent and the Senior Lenders
established in the Senior Debt Documents, or (C) the validity or enforceability
of this Agreement; (ii) seek, or acquiesce in any request, to convert an
Insolvency Proceeding under chapter 11 of Title 11 of the United States Code to
a case under chapter 7 of Title 11 of the United States Code; (iii) seek the
appointment of a trustee or examiner with expanded powers for the Credit Parties
or any of its respective subsidiaries; or (iv) take any other actions or
exercise any voting rights which may impair timely repayment of the Senior Debt
or otherwise impair or impede any rights of Senior Lenders.

            13. Junior Debt Subordinated to Prior Payment of all Senior Debt in
Insolvency.

            (a) Upon any payment or distribution of assets of the Credit Parties
or any of its respective subsidiaries of any kind, whether in cash, property or
securities (including,


                                      -9-
<PAGE>

without limitation, any issuance of securities by the Credit Parties or any of
its respective subsidiaries other than Reorganization Debt Securities), in
connection with any Insolvency Proceeding:

                  (i) Agent, for the benefit of the Senior Lenders shall first
      be entitled to receive payment in full in cash (or in such other
      consideration as Agent may, in its sole discretion, expressly agree to in
      a signed writing) of all Senior Debt before Subordinated Lender shall be
      entitled to receive any payment or other distribution of assets in respect
      of the Junior Debt;

                  (ii) any payment or distribution of assets of the Credit
      Parties or any of its respective subsidiaries of any kind or character,
      whether in cash, property or securities (including, without limitation,
      any issuance of securities by the Credit Parties or any of its respective
      subsidiaries other than Reorganization Debt Securities) to which
      Subordinated Lender would be entitled except for the provisions of this
      Agreement will be paid by the Credit Parties or any of its respective
      subsidiaries, the liquidating trustee or agent or such other person or
      entity making such a payment or distribution directly to Senior Lenders,
      to the extent necessary to make payment in full in cash (or in such other
      consideration as Agent may, in its sole discretion, expressly agree to in
      a signed writing) of all Senior Debt remaining unpaid; and

                  (iii) if, notwithstanding the foregoing, any payment or
      distribution of assets of the Credit Parties or any of its respective
      subsidiaries of any kind or character, whether in cash, property or
      securities (including, without limitation, any issuance of securities by
      the Credit Parties or any of its respective subsidiaries other than
      Reorganization Debt Securities), is received by Subordinated Lender as
      payment in respect of the Junior Debt before all Senior Debt is
      indefeasibly paid in full in cash (or in such other consideration as Agent
      may, in its sole discretion, expressly agree to in a signed writing), such
      payment or distribution shall be received and held for and shall be paid
      over to Agent, for the benefit of the Senior Lenders, or its
      representative for application to the payment of the Senior Debt until all
      Senior Debt has been indefeasibly paid in full in cash (or in such other
      consideration as Agent may, in its sole discretion, expressly agree to in
      a signed writing).

            (b) To the extent that the Credit Parties or other provider of
Collateral makes a payment on the Senior Debt that is subsequently invalidated,
declared to be fraudulent or preferential or set aside or is required to be
repaid to a trustee, receiver or any other party under any bankruptcy,
insolvency or reorganization act, state of federal law, common law or equitable
cause, including without limitation any Insolvency Proceeding (such payment
being hereinafter referred to as a "Voided Payment"), then to the extent of such
Voided Payment, that portion of the Senior Debt that had previously been
satisfied by such Voided Payment shall be revived and continue in full force and
effect as if such Voided Payment had never been made. In the event that a Voided
Payment is recovered from any Senior Lender, an Event of Default shall be deemed
to have existed and to be continuing under the Senior Debt Documents from the
date of the Senior Lenders' initial receipt of such Voided Payment until the
full amount of such Voided Payment is restored to the Senior


                                      -10-
<PAGE>

Lenders. During any continuance of any such Event of Default, this Agreement
shall be in full force and effect with respect to the Junior Debt. To the extent
that the Subordinated Lender has received any payments with respect to the
Junior Debt subsequent to the date of the Senior Lenders' initial receipt of
such Voided Payment and such payments have not been invalidated, declared to be
fraudulent or preferential or set aside or are required to be repaid to a
trustee, receiver, or any other party under any bankruptcy act, state of federal
law, common law or equitable cause, the Subordinated Lender shall be obligated
and hereby agree that any such payment so made or received shall be deemed to
have been received in trust for the Agent, for the benefit of the Senior
Lenders, and the Subordinated Lender hereby agrees to pay to Senior Lenders,
upon demand, the full amount so received by the Subordinated Lender to the
extent necessary to fully restore to the Senior Lenders the amount of such
Voided Payment.

For the purpose of this Section 13, the words "cash, property or securities"
shall not be deemed to include (x) shares of stock or any partnership or
membership interest of the Credit Parties Borrower or any of its respective
subsidiaries as reorganized or readjusted or (y) Reorganization Debt Securities
or securities of any other corporation paid or distributed to Subordinated
Lender by a plan of reorganization or readjustment; provided that, pursuant to
such plan of reorganization or readjustment, the legal, equitable and
contractual rights of Senior Lenders under the Senior Debt Documents are not,
without the consent of Senior Lenders, altered by any such plan of
reorganization or readjustment (including, without limitation, such legal,
equitable and contractual rights being impaired within the meaning of Section
1124 of Title 11 of the United States Code, or any impairment of the right to
receive interest accruing during the pendency of an Insolvency Proceeding).

            14. Subordination Rights Not Impaired by Acts or Omissions of the
Credit Parties or the Senior Lenders.

            No right of Senior Lenders to enforce subordination as provided in
this Agreement will at any time in any way be prejudiced or impaired by any act
or failure to act by Agent or Senior Lenders, on the part of the Credit Parties,
or any of its respective subsidiaries, or by any act or failure to act by Agent
or Senior Lenders, or by any noncompliance by the Credit Parties, any of its
respective subsidiaries, or any agent thereof with the terms of this Agreement,
regardless of any knowledge thereof with which any such Person may have or
otherwise by charged. Except as expressly provided to the contrary herein,
Senior Lenders may extend, renew, modify or amend any terms of the Senior Debt
or any security therefore or guaranty thereof and grant any waiver, release or
consent in respect of, or release, sell or exchange such security or Collateral
and otherwise deal freely with the Credit Parties, any of the Credit Parties'
subsidiaries, and its respective affiliates, all without notice to or consent
from Subordinated Lender and without in any way impairing or affecting this
Agreement.

            15. Lien Related Bankruptcy Provisions.

            The provisions of this Agreement shall continue in full force and
effect notwithstanding the occurrence of any Insolvency Proceeding. To the
extent that


                                      -11-
<PAGE>

Subordinated Lender has or acquire any rights under Section 362, 363 or 364 of
the Bankruptcy Code with respect to the Collateral, Subordinated Lender hereby
agrees not to assert such rights without the prior written consent of Agent;
provided that, if requested by the Agent, Subordinated Lender shall seek to
exercise such rights in the manner requested by the Agent, on behalf of the
Senior Lenders, including the rights in payments in respect of such rights.
Without limiting the generality of the foregoing sentence, to the extent that
Senior Lenders consent to Subordinating Landers' use of cash collateral under
Section 363 of the Bankruptcy Code or Senior Lenders agree to provide financing
to the Credit Parties under Section 364 of the Bankruptcy Code, Subordinated
Lender hereby agrees not to impede, object to (on grounds of lack of adequate
protection, or otherwise), or otherwise interfere with such use of cash
collateral or financing. Subordinated Lender specifically agrees that in
connection with such cash collateral usage or such financing, the Credit Parties
(or a trustee appointed for the estate of the Credit Parties) may grant to the
Agent, for the benefit of the Senior Lenders, liens and security interests upon
all or any part of the assets of the Credit Parties, which liens and security
interests: (i) shall secure payments of all Obligations (whether such
Obligations arose prior to the filing of the bankruptcy petition or thereafter);
and (ii) shall be superior in priority to the liens on and security interests in
the assets of the Credit Parties held by the Subordinated Lender. Subordinated
Lender (both in its capacity as Subordinated Lender and in its capacity (if any)
as a party which may be obligated to the Credit Parties or its respective
affiliates with respect to contracts which are part of the Senior Lenders'
Collateral) agrees not to initiate or prosecute or encourage any other Person to
initiate or prosecute any claim, action, objection or other proceeding (A)
challenging the enforceability of the claim of Senior Lenders, (B) challenging
the enforceability of any liens or security interests in any assets securing the
Obligations, or (C) asserting any claims which the Credit Parties may hold with
respect to Senior Lenders. Subordinated Lender agrees that it will not object to
or oppose a sale or other disposition of any assets securing the Obligations (or
any portion thereof) free and clear of its security interests, liens or other
claims under Section 363 of the Bankruptcy Code or any other provision of the
Bankruptcy Code if the Senior Lenders have consented to such sale or disposition
of such assets. Subordinated Lender agrees not to assert any right it may have
to "adequate protection" of its interest in the Collateral in any Bankruptcy
Proceeding and agrees that it will not seek to have the automatic stay lifted
with respect to such security, without the prior written consent of the Agent.
Subordinated Lender waives any claim it may now or hereafter have against the
Agent or the Senior Lenders arising out of the election of Agent, for the
benefit of the Senior Lenders, in any case instituted under the Bankruptcy Code,
of the application of Section 1111 (b)(2) of the Bankruptcy Code, and/or out of
any cash collateral arrangement, or financing arrangement, or out of any grant
of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or
by the Credit Parties, as debtors in possession (or with or by any trustee for
the Credit Parties). Subordinated Lender agrees that it will not, in its
capacity as a secured creditor: (a) propose, vote to accept, or otherwise
support confirmation of, a plan of reorganization opposed by the Agent, for the
benefit of the Senior Lenders, or (b) vote to reject, object the confirmation
of, or otherwise oppose confirmation of, a plan of reorganization supported by
the Agent, for the benefit of the Senior Lenders. The subordination and other
provisions of this Agreement shall be enforceable under Section 510(a) of the
Bankruptcy Code.


                                      -12-
<PAGE>

            16. Consents, Waivers and Releases of Collateral.

            If the Credit Parties seek and obtain any consents or waivers from
the Agent, on behalf of the Senior Lenders under the Senior Debt Documents,
Subordinated Lender shall provide a similar consent and waiver under the Junior
Debt Documents. If the Senior Lenders release, terminate or subordinate their
security interest in any Collateral, the Subordinated Lender agrees to similarly
release, terminate or subordinate its security interest in such Collateral.

            17. Miscellaneous.

            (a) Amendment. No amendment or waiver of this Agreement shall be
effective unless in a writing signed by each party hereto.

            (b) Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois (applicable to
contracts made and performed in such State). All actions and proceedings arising
in connection with this Agreement shall be tried and litigated only in state or
federal courts located in the City of Chicago, State of Illinois, or (at Agent's
sole option) in any other court in which Agent, for the benefit of the Senior
Lenders may initiate legal or equitable proceedings, so long as such court has
subject matter jurisdiction. Subordinated Lender and. the Credit Parties each
waive any right they may have to plead forum non-conveniens or otherwise to
object to venue, and hereby consents to any court-ordered relief.

            (c) WAIVER OF RIGHT TO JURY TRIAL. THE PARTIES HERETO EACH HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS
AGREEMENT OR THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE
PARTIES HERETO EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND
THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

            (d) Counterparts, etc. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by telefacsimile shall have the same force and
effect as the delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of any such agreement by
telefacsimile shall also deliver an original executed counterpart, but the


                                      -13-
<PAGE>

failure to do so shall not affect the validity, enforceability or binding effect
of such agreement.

            (e) Headings. The headings contained in this Agreement are for
convenience only. They shall not affect the interpretation of this Agreement.

            (f) Attorneys' Fees; Etc. In any suit or action brought to enforce
this Agreement or to obtain an adjudication (declaratory or otherwise) of rights
or obligations hereunder, the losing party shall pay to the prevailing party
reasonable attorneys' fees and other costs and expenses incurred by the
prevailing party.

            (g) Severability. Any provision of this Agreement that is prohibited
by law or unenforceable in any jurisdiction shall be ineffective in that
jurisdiction to the extent of such prohibition or unenforceability, without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permissible, the parties waive any law that renders this Agreement prohibited or
unenforceable.

            (h) Entire Agreement. This Agreement constitutes the entire
agreement between and among the parties regarding the subject matter hereof.
This Agreement supersedes all prior and contemporaneous agreements between or
among the parties with respect to the subject matter hereof.

            (i) Notice. All notices or demands by any party hereunder must be in
writing and shall be deemed to have been given or made: if delivered in person,
immediately upon delivery; if by telex, telegram or facsimile transmission,
immediately upon sending and upon confirmation of receipt; if by nationally
recognized overnight courier service with instructions to deliver the next
business day, one (1) business day after sending; and if by certified mail,
return receipt requested, five (5) days after mailing. All such notices or
demands are to be given as follows:

            Agent:                  LASALLE BUSINESS CREDIT, LLC,
                                    as Agent
                                    135 South LaSalle Street
                                    Chicago, Illinois 60603-4105
                                    Attn:  William Stapel
                                    Fax No.:  (312) 904-0291

            with a copy to:         GOLDBERG, KOHN, BELL, BLACK,
                                      ROSENBLOOM & MORITZ, LTD.
                                    55 East Monroe Street
                                    Suite 3700
                                    Chicago, Illinois  60603
                                    Attn:  Gary Zussman, Esq.
                                    Fax No.:  (312) 332-2196


                                      -14-
<PAGE>

            Subordinated Lender:    CENTRAL GARDEN & PET COMPANY
                                    3697 Mt. Diablo Blvd., Suite 310
                                    Lafayette, California 94549
                                    Attn: William E. Brown
                                    Fax No.: (925) 283-6165

            with a copy to:         ORRICK, HERRINGTON & SUTCLIFFE
                                    Old Federal Reserve Bank Building
                                    400 Sansome Street
                                    San Francisco, California 94111-3143
                                    Attn: John F. Seegal, Esq.
                                    Fax No.: (515) 773-5759

            EGP, on behalf of all   EASY GARDENER PRODUCTS, LTD.
            the Credit Parties:     3022 Franklin Avenue
                                    Waco, Texas 76710
                                    Attn: Richard Kurz, Chief Financial Officer
                                    Fax No. (254) 753-0468

           with a copy to:          NAMAN, HOWELL, SMITH & LEE, LLP
                                    900 Washington Avenue, 7th Floor
                                    Waco, Texas 76701
                                    Attn: Wesley J. Filer, Esq.
                                    Fax No. (254) 754-6331

The parties may change the address at which they receive notice by giving notice
to each other in the foregoing manner.

            (j) Rules of Construction. As used in this Agreement, the singular
includes the plural; the plural includes the singular. References to one gender
include all genders. Unless otherwise specified, references to Sections,
Exhibits, and parties refer to Sections, Exhibits, and parties of or to this
Agreement. The words "include," "including," and similar words are not intended
to be limiting.

            (k) Exercise of Warrant and Option; Pledge of Ownership Interests.
The Subordinated Lender hereby acknowledges and agrees that the exercise of the
warrant issued by EGP to Subordinated Lender in connection with the Junior Debt
Documents providing for the option to exercise the purchase of 49% of the
limited partnership interest in EGP is subject to the receipt of the prior
written consent of Agent, which consent may be granted or withheld pursuant to
the terms of Section 15(m) of the Senior Debt Documents.


                                      -15-
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, as of the date first above
written.


                                      -16-
<PAGE>

                                     CENTRAL GARDEN & PET COMPANY, a
                                     Delaware corporation

                                     By: /s/ Stuart W. Booth
                                         ---------------------------------------
                                     Title:
                                           -------------------------------------


                                     LASALLE BUSINESS CREDIT, LLC, a Delaware
                                     limited liability company, as Agent

                                     By: William Staple
                                         ---------------------------------------
                                     Title: First Vice President
                                           -------------------------------------


                                      -17-
<PAGE>

                                 ACKNOWLEDGMENT

            The undersigned, being the Credit Parties referred to in the
foregoing Subordination Agreement hereby approve of, and agree and consent to
the terms thereof. Unless otherwise defined in this Acknowledgment, terms
defined in the Subordination Agreement have the same meanings when used in this
Acknowledgment.

            Each of the Credit Parties agrees to be bound by the Subordination
Agreement. Each of the Credit Parties further agrees that the Subordination
Agreement may be amended by Agent, on behalf of the Senior Lenders, and
Subordinated Lender without notice to, or the consent of, the Credit Parties.

                                      EASY GARDENER PRODUCTS, LTD.,
                                      a Texas limited partnership

                                      By: E G Product Management, L.L.C.,
                                          its General Partner

                                          By: Richard M. Kurz
                                              ----------------------------------
                                          Title: CFO
                                                --------------------------------


                                      WEATHERLY CONSUMER PRODUCTS GROUP, INC.,
                                      a Delaware corporation

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------


                                      WEATHERLY CONSUMER PRODUCTS, INC.,
                                      a Delaware corporation

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------

<PAGE>

                                      EYAS INTERNATIONAL, INC.,
                                      a Texas corporation

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------


                                      EG, L.L.C.,
                                      a Nevada limited liability company

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------


                                      EG PRODUCT MANAGEMENT, L.L.C.,
                                      a Texas limited liability company

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------


                                      NBU GROUP, LLC,
                                      a Texas limited liability company

                                      By: Richard M. Kurz
                                         ---------------------------------------
                                      Title: CFO
                                            ------------------------------------