**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

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**FORM      10-K/A**

**(Amendment      No. 1)**

**(Mark      One)**

| **x**  | **ANNUAL                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT                  OF 1934**                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                           |
|   | **For the fiscal year ended                December 31, 2006**                                                                            |
|   |                                                                                                                                           |
| o      | **TRANSITION REPORT PURSUANT                TO SECTION                13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934** |
|   |                                                                                                                                           |
|   | **For the transition period                from                _____________ to                _____________**                                 |

**Commission      File Number: 0-24439**

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**HINES      HORTICULTURE, INC.**

**(Exact      name of registrant as specified in its charter)**

**(949)      559-4444**

**http://hineshorticulture.com**

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| **Delaware**                                                                                                                                         | **33-0803204**                                                                     |
|------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| **(State                or other jurisdiction of                incorporation or organization)**                                                     | **(I.R.S.                Employer** **Identification                Number)** |
|                                                                                                                                                 |                                                                               |
|                                                                                                                                                 |                                                                               |
| **12621                Jeffrey Road, Irvine, California 92620****(Address                of principal executive offices) (Zip                Code)** |

|  Title                of each class               |   |
|--------------------------------------------------------|--------|
| Common                Stock, par value $0.01 per share |   |

| Large                accelerated filer       | Accelerated                filer       | Non-accelerated                filer  X  |
|----------------------------------------------------------------------------|----------------------------------------------------------------------|---------------------------------------------------------|

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**HINES      HORTICULTURE, INC.**

**AMENDMENT      NO. 1 TO FORM 10-K ANNUAL REPORT**

**For      the Fiscal Year Ended December 31, 2006**

**Page No.**

**PART      IV**

| ITEM                15. | EXHIBITS | 4      |
|-------------------------|----------|--------|
|                    |     |   |
| SIGNATURE               |     | 8      |

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**Explanatory      Note**

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**ITEM      15.  EXHIBITS,      FINANCIAL STATEMENT SCHEDULES**

| (a)   | List                the following documents filed as part of the                report: |
|-----------------|-----------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

| (3)   | List                of Exhibits |
|-----------------|---------------------------------|

**INDEX      TO EXHIBITS**

| **Exhibit****Number** |  **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                   | Restated                Certificate of Incorporation of Hines Horticulture, Inc.                (3)                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                   | Amended                and Restated By-laws of Hines Horticulture, Inc. (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.1                   | Indenture,                dated as of September 30, 2003, between Hines Nurseries, Inc., Hines                Horticulture, Inc., the Subsidiary Guarantors named therein and the                Bank                of New York, as Trustee, relating to Hines Nurseries, Inc.’s $175,000,000                10.25% Senior Notes due 2011. (4)                                                                                                                                                                                            |
| 4.2                   | Holdings                Guaranty dated September 30, 2003, by Hines Horticulture, Inc., in                favor                of and for the benefit of, Deutsche Bank Trust Company Americas,                as                Guaranteed Party. (4)                                                                                                                                                                                                                                                                                           |
| 4.3                   | Form                of 144A Senior Note due 2011. (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4                   | Form                of Senior Note due 2011. (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5                   | Form                of Regulation S Senior Note due 2011. (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.6                   | Registration                Rights Agreement, dated as of September 30, 2003, between Hines Nurseries,                Inc., Hines Horticulture, Inc., Hines SGUS Inc., Enviro-Safe Laboratories,                Inc. and the Initial Purchasers named therein. (4)                                                                                                                                                                                                                                                                               |
| 10.1                  | Employment                Agreement dated as of August 3, 1995 between Hines Horticulture and                Robert                A. Ferguson. (8)*                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.2                  | Employment                Agreement dated as of August 4, 1995 between Hines Horticulture and                Claudia M. Pieropan. (2)*                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3                  | Amended                and Restated 1998 Long-Term Equity Incentive Plan, as Amended.                (25)*                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.4                  | Form                of Incentive Stock Option Agreement. (3)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5                  | Stock                Purchase Agreement dated September 9, 1999 between Hines Nurseries,                Inc.                and those individuals whose names are set forth on the Signature                Page to                Stock Purchase Agreement. (8)                                                                                                                                                                                                                                                                                 |
| 10.6                  | Purchase                Agreement, dated as of March 3, 2000, by and among Hines Nurseries,                Inc.,                Lovell Farms, Inc., Botanical Farms, Inc., Warren W. Lovell III,                Jeffrey                S. Lovell, Jenifer E. Moreno, as Trustee of the Trace Lovell Family                Investment Trust and Enrique A. Yanes. (5)                                                                                                                                                                             |
| 10.7                  | Amended                and Restated Promissory Note by Blooming Farm, Inc. in favor of Hines                Nurseries, Inc. dated September 22, 2003. (4)                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8                  | Amended                and Restated Secured Promissory Note by Blooming Farm, Inc. in favor                of                Hines Nurseries, Inc. dated September 22, 2003. (4)                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9                  | Amended                and Restated Ground Lease dated September 1, 1996 by and between                The                Irvine Company and Hines Horticulture, Inc. (4)**                                                                                                                                                                                                                                                                                                                                                                      |
| 10.10                 | Addendum                No. 1 to Amended and Restated Ground Lease dated October 29, 1996                by and                between The Irvine Company and Hines Horticulture, Inc.                (4)                                                                                                                                                                                                                                                                                                                                        |
| 10.11                 | Addendum                No. 2 to Amended and Restated Ground Lease dated December 18, 1997                by and                between The Irvine Company and Hines Horticulture, Inc.                (4)                                                                                                                                                                                                                                                                                                                                       |
| 10.12                 | Addendum                No. 3 to Amended and Restated Ground Lease dated May 19, 2003 by                and                between The Irvine Company and Hines Nurseries, Inc.                (4)**                                                                                                                                                                                                                                                                                                                                             |
| 10.13                 | Letter                Agreement dated September 18, 2003 by and between The Irvine Company                and                Hines Nurseries, Inc. (4)**                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.14                 | Credit                Agreement dated September 30, 2003 among Hines Nurseries, Inc.,                Enviro-Safe Laboratories, Inc., and Hines SGUS Inc., as Borrowers,                the                lenders listed therein, Deutsche Bank Trust Company Americas, as                Agent,                Fleet Capital Corporation and Lasalle Business Credit, LLC, as                Co-Syndication Agents, and Harris Trust and Savings Bank and Wells                Fargo                Bank, N.A., as Co-Documentation Agents. (4) |
| 10.15                 | Security                Agreement, dated September 30, 2003, among Hines Nurseries, Inc.,                Enviro-Safe Laboratories, Inc. Hines SGUS Inc., and Hines Horticulture,                Inc., as Grantors, and Deutsche Bank Trust Company Americas, as agent                for                and representative of the beneficiaries named therein.                (4)                                                                                                                                                                |

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| 10.16 | Registration                Agreement dated as of June 11, 1998 by and between Hines Holdings,                Inc.                and MDCP. (3)                                                                                                                                                                                                                                                      |
|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17 | First                Amendment to Credit Agreement, effective as of June 30, 2005.                (9)                                                                                                                                                                                                                                                                                                |
| 10.18 | Waiver                Regarding Financial Covenants dated October 13, 2005, among Hines                Nurseries, Inc. and Hines SGUS Inc., as borrowers, the lenders listed                therein, and Deutsche Bank Trust Company Americas, as agent.                (9)                                                                                                                          |
| 10.19 | Second                Amendment to Credit Agreement, effective as of February 3, 2006.                (25)                                                                                                                                                                                                                                                                                           |
| 10.20 | Real                Property Purchase and Sale Agreement and Escrow Instructions, dated                September 12, 2005, by and between Hines Nurseries, Inc. and Quantum                Ventures, LLC. (10)                                                                                                                                                                                       |
| 10.21 | Summary                of Oral Amendment to Real Property Purchase and Sale Agreement and                Escrow                Instructions, dated September 12, 2005, by and between Hines Nurseries,                Inc. and Quantum Ventures, LLC. (10)                                                                                                                                           |
| 10.22 | Lease                Agreement dated November 7, 2005, by and between Hines Nurseries,                Inc. and                Quantum Ventures, LLC. (10)                                                                                                                                                                                                                                            |
| 10.23 | Option                Agreement, dated April 30, 2005, by and between Hines Nurseries,                Inc. and                Triad Communities, L.P. (25)                                                                                                                                                                                                                                           |
| 10.24 | First                Amendment to Option Agreement, dated February 28, 2005, by and between                Hines Nurseries, Inc. and Triad Communities, L.P. (25)                                                                                                                                                                                                                                    |
| 10.25 | Exercise                of Option Agreement, dated March 1, 2006, by and between Hines Nurseries,                Inc. and Triad Communities, L.P. (25)                                                                                                                                                                                                                                               |
| 10.26 | Agricultural                Lease dated as of June 26, 1998 between Blooming Farm, Inc. as lessor,                and                Oregon Garden Products, Inc. as lessee. (11)                                                                                                                                                                                                                    |
| 10.27 | Offer                Letter and attached Corporate Resources Participant Summary, by and                between Hines Horticultures, Inc. and Steven C. Avery.                (12)*                                                                                                                                                                                                                  |
| 10.28 | Severance                Agreement between Hines Horticulture, Inc. and Steven Avery dated                August                9, 2006. (13)*                                                                                                                                                                                                                                                       |
| 10.29 | Offer                Letter and attached Corporate Resources Participant Summary, by and                between Hines Horticulture, Inc. and Jeffrey Dunbar.                (14)*                                                                                                                                                                                                                    |
| 10.30 | Severance                Agreement between Hines Horticulture, Inc. and Jeffrey Dunbar dated                August                9, 2006. (13)*                                                                                                                                                                                                                                                     |
| 10.31 | Third                Amendment to Credit Agreement dated as of August 8, 2006 by and among                Hines Nurseries, Inc., a subsidiary of Hines Horticulture, Inc.,                Hines                SGUS Inc., the financial institutions party thereto, Deutsche Bank                Trust                Company Americas, as administrative agent for the Lenders.                (13) |
| 10.32 | Asset                Purchase Agreement by and between Hines Nurseries, Inc. and Costa                Nursery                Farms, LLC dated as of October 2, 2006. (15)                                                                                                                                                                                                                            |
| 10.33 | Asset                Purchase Agreement by and between Hines Nurseries, Inc. and Pure                Beauty                Farms, Inc. dated as of October 2, 2006. (15)                                                                                                                                                                                                                             |
| 10.34 | Offer                Letter and attached Corporate Resources Participant Summary, by and                between Hines Horticulture, Inc. and James J. O'Donnell.                (16)*                                                                                                                                                                                                                |
| 10.35 | Severance                Agreement between Hines Horticulture, Inc. and James O'Donnell dated                November 9, 2006. (17)*                                                                                                                                                                                                                                                                 |
| 10.36 | Commercial                Contract between Hines Horticulture, Inc. and F & J Farms, LLC dated                as of October 30, 2006. (18)                                                                                                                                                                                                                                                       |
| 10.37 | Asset                Purchase Agreement by and between Hines Nurseries, Inc., Costa Penn                Farms,                LLC and Costa Penn Land Holdings, LLC Dated as of November 15, 2006.                (19)                                                                                                                                                                               |
| 10.38 | Fourth                Amendment and Waiver to Credit Agreement, dated December 27, 2006,                by and                between Hines Nurseries, Inc., Hines Horticulture, Inc., the financial                institutions party thereto and Deutsche Bank Trust Company Americas,                as                administrative agent. (20)                                                 |
| 10.39 | Asset                Purchase Agreement by and among Hines Nurseries, Inc., KW Mohawk                Valley                LLC, 621 East Maple LLC, Danville PA LLC, KW Utica LLC, KW Newark                LLC and                KW Danville LLC dated January 9, 2007. (21)                                                                                                                       |
| 10.40 | Commercial                Contract by and between Hines Nurseries, Inc. and F & J Farms, LLC                dated January 10, 2007. (21)                                                                                                                                                                                                                                                         |
| 10.41 | Loan                and Security Agreement, dated January 18, 2007, by and between Hines                Nurseries, Inc., Bank of America, N.A., as agent and a lender, Banc                of                America Securities LLC, as lead arranger and book manager and the                financial institutions party thereto from time to time.                (22)                            |

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| 10.42    | Commercial                Contract by and between Hines Nurseries, Inc. and Garden Depot, Corp.                effective March 1, 2007. (23)                                                                                                                                                                    |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.43    | Severance                and Release Agreement between Michael Trebing and Hines Horticulture,                Inc.                dated March 19, 2007. (24)*                                                                                                                                                   |
| 10.44    | Hines                Horticulture, Inc. Executive Incentive Plan 2004. (26)*                                                                                                                                                                                                                                    |
| 10.45    | Employment                Agreement, dated August 3, 1995, by and between Edwin G. Summers,                Jr. and                Hines Horticulture, Inc. (26)*                                                                                                                                                |
| 10.46    | Amendment                to Amended and Restated Ground Lease dated January 1, 2007 by and                between                The Irvine Company and Hines Horticulture, Inc.** **(27)                                                                                                                  |
| 10.47    | Severance                and Release Agreement between Lincoln Moehle and Hines Horticulture,                Inc.                dated December 29, 2006. (27)*                                                                                                                                                 |
| 10.48    | Amendment                No. 1 to Loan and Security Agreement dated as of February 28, 2007,                by and                among Hines Nurseries, Inc., the parties hereto as lenders and Bank                of                America, N.A., in its capacity as agent for Lenders.                (27) |
| 10.49    | Amendment                No. 2 to Loan and Security Agreement dated as of March 7, 2007, by                and                among Hines Nurseries, Inc., the parties hereto as lenders and Bank                of                America, N.A., in its capacity as agent for Lenders.                (27)     |
| 10.50    | First                Amendment to Lease Agreement dated as of October 2, 2006, by and                between                Hines Nurseries, Inc. and Quantum Ventures, LLC. (27)                                                                                                                               |
| 10.51    | Limited                Waiver to the Loan and Security Agreement, dated April 30, 2007,                by Hines                Nurseries, Inc., Bank of America, N.A., PNC Bank, National Association                and                GMAC Commercial Finance LLC. (27)                                       |
| 10.52    | Limited                Waiver to the Loan and Security Agreement, dated May 29, 2007, by                and                among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National                Association and GMAC Commercial Finance LLC. (27)                                              |
| 10.53    | Limited                Waiver to the Loan and Security Agreement, dated June 21, 2007, by                and                among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National                Association and GMAC Commercial Finance LLC. (27)                                             |
| 10.54    | Limited                Waiver to the Loan and Security Agreement, dated June 28, 2007, by                and                among Hines Nurseries, Inc., Bank of America, N.A., PNC Bank, National                Association and GMAC Commercial Finance LLC. (27)                                             |
| 21.1     | Subsidiaries                of the Company. (27)                                                                                                                                                                                                                                                                |
| 23.123.2 | Consent                of independent registered public accounting firm, KPMG LLP.                (27)Consent                of independent registered public accounting firm, PricewaterhouseCoopers                LLP. (†)                                                                             |
| 31.1     | Certification                of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a),                as                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                (†)                                                                                 |
| 31.2     | Certification                of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a),                as                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                (†)                                                                                 |
| 32.1     | Certification                of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As                Adopted                Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.                (†)(‡)                                                                               |
| 32.2     | Certification                of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As                Adopted                Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002.                (†)(‡)                                                                               |
| 99.1     | Unaudited                pro forma financial information, including income statements for                the year                ended December 31, 2005 and nine month period ended September 30,                2006 and                balance sheet as of September 30, 2006 (15).                          |
|     |                                                                                                                                                                                                                                                                                                            |

| † | Filed                herewith.                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *       | Management                contract or compensatory arrangement.                                                                                                                                                                                                                                                                                                                                                                |
| **      | Confidential                treatment requested as to certain portions of the exhibit which have                been                filed separately with the Securities and Exchange                Commission                                                                                                                                                                                                                |
| ‡ | This                certification shall not be deemed “filed” for purposes of Section 18 of                the Securities Exchange Act of 1934, or otherwise subject to the                liability                of that section, nor shall it be deemed to be incorporated by reference                into any filing under the Securities Act of 1933 or the Securities                Exchange Act of 1934. |

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| (1)  | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on April 10,                2002.                                                                                                                                 |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Incorporated                by reference to Hines Holdings, Inc.’s Registration Statement on Form S-4,                File No. 33-99452, filed on November 15, 1995 and amended on December                22,                1995 and January 6, 1996. |
| (3)  | Incorporated                by reference to Hines Horticulture, Inc.’s Registration Statement on Form                S-1, File No. 333-51943, filed on May 6, 1998 and amended on May                26 1998                and June 16, 1998.          |
| (4)  | Incorporated                by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q                for the quarter ended September 30, 2003                                                                                            |
| (5)  | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 17,                2000.                                                                                                                                 |
| (6)  | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 29,                2000.                                                                                                                              |
| (7)  | Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for                the year ended December 31, 2003.                                                                                                  |
| (8)  | Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for                the year ended December 31, 2004.                                                                                                  |
| (9)  | Incorporated                by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q                for the quarter ended June 30, 2005.                                                                                                |
| (10) | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 9,                2005.                                                                                                                               |

| (11)     | Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for                the year ended December 31, 1998.                                                                                                                                                                                     |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (12)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on May 5,                2006.                                                                                                                                                                                                                       |
| (13)     | Incorporated                by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q                for the quarter ended June 30, 2006.                                                                                                                                                                                   |
| (14)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on May 18,                2006.                                                                                                                                                                                                                      |
| (15)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K/A filed on February 5,                2007.                                                                                                                                                                                                                |
| (16)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on October 17,                2006.                                                                                                                                                                                                                  |
| (17)     | Incorporated                by reference to Hines Horticulture, Inc.’s Quarterly Report on Form 10-Q                for the quarter ended September 30, 2006.                                                                                                                                                                              |
| (18)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 3,                2006.                                                                                                                                                                                                                  |
| (19)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on November 21,                2006.                                                                                                                                                                                                                 |
| (20)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 3,                2007.                                                                                                                                                                                                                   |
| (21)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 17,                2007.                                                                                                                                                                                                                  |
| (22)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on January 24,                2007.                                                                                                                                                                                                                  |
| (23)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 7,                2007.                                                                                                                                                                                                                     |
| (24)     | Incorporated                by reference to Hines Horticulture, Inc.’s Form 8-K filed on March 23,                2007.                                                                                                                                                                                                                    |
| (25)     | Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for                the year ended December 31, 2005.                                                                                                                                                                                     |
| (26)(27) | Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K/A                for the year ended December 31, 2005 filed on May 12, 2006.Incorporated                by reference to Hines Horticulture, Inc.’s Annual Report on Form 10-K for                the year ended December 31, 2006. |

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**SIGNATURE**

|         |                                  |                                 |
|--------------|---------------------------------------|--------------------------------------|
|         | HINES              HORTICULTURE, INC. |
|    |                             |                            |
|         | By:                         | /s/              Claudia M. Pieropan |
|         | Claudia M. Pieropan                   |
|         | Chief              Financial Officer  |