**Exhibit
      10.47**





**SEVERANCE
      AND RELEASE AGREEMENT**





This
      Severance and Release Agreement ("Agreement") is made by and between Hines
      Horticulture, Inc., a Delaware Corporation (“Employer”), and Lincoln Moehle, an
      individual (“Employee”).




RECITALS





A. Employer
      currently employs Employee. Employer plans to eliminate Employee’s position at a
      future date due to reorganization. Due to his experience and knowledge, Employer
      wishes to retain Employee’s services until the date of termination. As a result,
      Employer will provide Employee with severance benefits and a retention bonus
      should Employee remain employed until the date set forth below.




B. For
      and
      in consideration of the mutual promises and covenants in this Agreement, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties agree as follows:





AGREEMENT





1.0 Termination
      of Employment .
      Employer acknowledges that he has been notified that his employment with
      Employer will end due to position elimination on January 26, 2007. (the
“Termination Date”). Employee agrees to remain employed with Employer until the
      Termination Date under the Retention Bonus provisions of Section 2.2 below.
      Employer reserves the right to advance the Termination Date in the event
      business conditions warrant an earlier termination. In such event Employer
      will
      pay Employee the compensation set forth in Section 2.0 below on the earlier
      Termination Date.




2.0 Compensation .




2.1. Severance.
      Employer shall pay Employee severance pay in the amount of nineteen thousand
      eight hundred thirty eight dollars and no cents ($73,684.00), less statutory
      wage deductions and any deductions which Employee has authorized. This payment
      shall be made to Employee in one lump sum within five (5) business days after
      the Termination Date and after the expiration of the Revocation Period provided
      for in Section 8.0 below. Because employment will end on Employee’s Termination
      Date, these payments are not eligible for deferral to Employee’s account in
      Employer’s 401(k) plan. Employee acknowledges that this severance amount is a
      special benefit provided to Employee in return for Employee’s execution of this
      Agreement and is more than Employee would normally receive upon separation
      from
      employment. Should Employee’s employment with Employer terminate before the
      Termination Date because of resignation, retirement or termination for cause,
      Employee will not be eligible to receive this Retention Bonus.




2.2. Insurance
      Benefits.
      Employee’s health, dental and vision insurance benefits shall terminate
      effective six months from the date of execution of this agreement and upon
      receipt of the signed release and waiver. Thereafter, Employee will be eligible
      to continue these benefits through COBRA. Any continuation of these benefits
      beyond the six months from the date of execution of this agreement shall be
      at
      Employee’s sole expense.




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  2.3. Vacation.
        Employer shall pay Employee on Employee’s Termination Date all of Employee’s
        accrued and unused vacation through Employee’s Termination
        Date.




3.0 No
      Guarantee of Future Employment .
      Employee acknowledges that his employment with Employer through the Termination
      Date continues to be covered by Employer’s normal policies. Nothing in this
      Agreement precludes a termination by retirement, resignation or discharge
      pursuant to Employer’s policies prior to the Termination Date.




4.0 Sufficiency
      of Consideration .
      Employer and Employee specifically agree that the consideration provided to
      Employee pursuant to Sections 2.1and 2.2 is good and sufficient consideration
      for this Agreement.




5.0 No
      Actions by Employee .
      In
      consideration of the promises and covenants made by Employer in this Agreement
      Employee agrees:




5.1. Filing
      of
      Actions. That Employee has not filed and will refrain from filing on
      Employee’s own or from participating with any third party in filing any action
      or proceeding against Employer, its subsidiaries or parents, its Board of
      Directors, any members of the Board of Directors in any of their capacities,
      including individually, its present or former employees, officers, directors,
      agents or affiliates (hereinafter "Released Parties") with any administrative
      agency, board, or court relating to the termination of Employee's employment
      effective January 26, 2007, or any acts related to Employee's employment with
      Employer occurring prior to January 26, 2007.




5.2. Dismissal .
      That if
      any agency, board or court assumes jurisdiction of any action against the
      Released Parties arising out of the termination of Employee's employment or
      any
      acts related to Employee's employment with Employer occurring prior to January
      26, 2007, Employee will direct that agency, board or court to withdraw or
      dismiss the matter, with prejudice, and will execute any necessary paperwork
      to
      effect the withdrawal or dismissal, with prejudice.




5.3. Discrimination.
      Employee acknowledges that the Age Discrimination in Employment Act ("ADEA")
      (29
      U.S.C. §621et
      seq.),
      Title
      VII of the Civil Rights Act of 1964, and as amended, the Americans with
      Disabilities Act and the Texas Commission on Human Rights Act, Tex. Labor Code
      Sec. 21.001, et. seq., provide Employee the right to bring action against the
      Released Parties if Employee believes Employee has been discriminated against
      on
      the basis of race, ancestry, age, color, religion, sex, sexual orientation,
      medical condition, national origin, or physical or mental disability. Employee
      understands the rights afforded to Employee under these Acts and agrees Employee
      will not file any action against the Released Parties based upon any alleged
      violation of these Acts. Employee irrevocably and unconditionally waives any
      rights to assert a claim for relief available under these Acts, or any other
      federal, state or local laws regarding employment discrimination, against the
      Released Parties including, but not limited to, present or future wages, mental
      or emotional distress, attorney's fees, reinstatement or injunctive
      relief.




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6.0 Compromise
      and Settlement .
      Employee, in consideration of the promises and covenants made by Employer in
      this Agreement, hereby compromises, settles and releases Employer and Released
      Parties from any and all past, present, or future claims, demands, obligations
      or causes of action, whether based on tort, contract, violation of statute
      or
      other theories of recovery arising from the employment relationship between
      Employer and Employee, and the termination of the employment relationship.
      Such
      claims include those Employee may have or has against Employer or Released
      Parties.




7.0 Waiver .
      Employee acknowledges that this Agreement applies to all known or unknown,
      foreseen or unforeseen, injury or damage arising out of or pertaining to
      Employee's employment relationship with Employer and the termination of
      Employee's employment.




8.0 Waiver
      of Rights Under the Age Discrimination in Employment Act .
      Employee specifically understands and acknowledges that the Age Discrimination
      in Employment Act of 1967, as amended (the “ADEA”), provides Employee the right
      to bring a claim against Employer if Employee believes that Employee has been
      discriminated against on the basis of age. Employer specifically denies any
      such
      discrimination. Employee understands the rights afforded to Employee under
      the
      ADEA and agrees that Employee will not file any claim or action against Employer
      or any of the entities released in Section 6.0 affiliated with Employer based
      on
      any alleged violations of the ADEA. Employee hereby knowingly and voluntarily
      waives any right to assert a claim for relief under this Act, including but
      not
      limited to back pay, front pay, attorneys fees, damages, reinstatement or
      injunctive relief. Notwithstanding the foregoing, Employee does not waive any
      ADEA claim which may arise after this Agreement is executed.




Employee
      also understands and acknowledges that the ADEA requires Employer to provide
      Employee with at least twenty-one (21) calendar days to consider this Agreement
      (“Consideration Period”) prior to its execution. Employee acknowledges that
      Employee was provided with the required Consideration Period and hereby
      knowingly and voluntarily, after the opportunity to consult with an attorney,
      either has used the Consideration Period or waives the remainder of the
      Consideration Period by executing the Waiver of Consideration Period attached
      as
      Exhibit A. Employee understands that Employee is entitled to revoke this
      Agreement at any time during the seven (7) days following Employee’s execution
      of this Agreement. Employee also understands that any revocation of this
      Agreement must be in writing and delivered to the attention of Steve Avery
      VP
      Human Resources and Operational Excellence, at Employer’s office in Irvine,
      California prior to the expiration of the revocation period. Delivery of the
      revocation should be via facsimile to (949) 786-0968 with a hard copy to follow
      via first class mail.




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9.0 No
      Admission of Liability .
      Employee acknowledges that neither this Agreement, nor payment of any
      consideration pursuant to this Agreement, shall be taken or construed to be
      an
      admission or concession of any kind with respect to alleged liability or alleged
      wrongdoing against Employee by Employer. Employer specifically asserts that
      all
      actions taken with regard to Employee were proper and lawful and affirmatively
      denies any wrongdoing of any kind.




10.0 Confidentiality .
      Employee agrees to keep the terms and amount of this Agreement completely
      confidential, except that Employee may discuss this Agreement with Employee’s
      attorney, accountant, or other professional advisor who may assist Employee
      in
      evaluating or reviewing this Agreement or the tax implications of this
      Agreement. Employer agrees to keep the terms of this Agreement confidential
      except as to those employees, officers, agents, or directors of Employer who
      have a need to know the terms of this Agreement and except as required by
      law.




11.0 Confidential
      Information .
      Employer has developed, compiled and owns certain proprietary techniques and
      confidential information that have great value in its business. This information
      includes but is not limited to any and all information (in any medium, including
      but not limited to, written documents and electronic files) concerning
      unpublished financial data, marketing and sales data, product and product
      development information, customer lists, employee lists, equipment programs,
      contracts, licensing agreements, processes, formulas, trade secrets, inventions,
      discoveries, improvements, data, know-how, formats, marketing plans, business
      plans, strategies, forecasts, and supplier and vendor identities,
      characteristics and agreements (“Confidential Information”). Employee has had
      access to confidential information of persons or entities for whom Employer
      performs services, to whom Employer sells products, or from whom Employer or
      Employee has obtained information (“Customers”). Confidential Information
      includes not only information disclosed by Employer or its Customers to Employee
      in the course of Employee’s employment with Employer, but also information
      developed or learned by Employee during the course of Employee’s employment with
      Employer. Confidential Information is to be broadly defined.




Employee
      acknowledges that during Employee’s employment with Employer, Employee has had
      access to such Confidential Information. Employee agrees that at all times
      after
      Employee’s employment with Employer is terminated, Employee will (i) hold in
      trust, keep confidential, and not disclose to any third party or make any use
      of
      the Confidential Information of Employer or its Customers; (ii) not cause the
      transmission, removal or transport of Confidential Information of Employer
      or
      its Customers; (iii) not publish, disclose, or otherwise disseminate
      Confidential Information of Employer or its Customers.




12.0 Company
      Property .
      On or
      before Employee’s Termination Date, Employee shall return to Employer all
      Employer property in Employee’s possession including, but not limited to,
      Employee’s company-provided computer, pager, cell phone and the original and all
      copies of any written, recorded, or computer-readable information about
      Employer’s practices, procedures, trade secrets, customer lists, product
      cultivation or marketing associated with Employer’s business.




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13.0 Representation
      by Attorney .
      Employee acknowledges that Employee has carefully read this Agreement; that
      Employee understands its final and binding effect; that Employee has been
      advised to consult with an attorney; that Employee has been given the
      opportunity to be represented by independent counsel in reviewing and executing
      this Agreement and that Employee has either chosen to be represented by counsel
      or has voluntarily declined such representation; and that Employee understands
      the provisions of this Agreement and knowingly and voluntarily agrees to be
      bound by them.




14.0 No
      Reliance Upon Representations .
      Employee hereby represents and acknowledges that in executing this Agreement,
      Employee does not rely and has not relied upon any representation or statement
      made by Employer or by any of Employer’s past or present shareholders, officers,
      directors, employees, agents, representatives or attorneys with regard to the
      subject matter, basis or effect of this Agreement.




15.0 Resolution
      of Disputes .
      Employer and Employee agree that any dispute that may arise under the provisions
      of this Agreement shall be submitted to arbitration in accordance with the
      Rules
      of the American Arbitration Association. The written determination of the
      arbitrator shall be final, binding and conclusive on the parties. However,
      the
      provisions of this paragraph shall not preclude any party from seeking
      injunctive or other provisional relief in order to preserve the status quo
      of
      the parties pending resolution of the dispute by arbitration. The location
      of
      the arbitration shall be in Houston, Texas.




16.0 Attorney’s
      Fees .
      Each
      party shall bear its own attorney’s fees in the preparation and review of this
      Agreement. Should suit or action be instituted to enforce any provision of
      this
      Agreement, the prevailing party shall be entitled to recover its costs and
      reasonable attorney’s fees.




17.0 Miscellaneous




17.1. Entire
      Agreement, Modification.
      This
      Agreement contains the entire Agreement between the parties hereto and
      supersedes all prior oral and/or written agreements if any. The terms of this
      release are contractual and not a mere recital. This Agreement may be modified
      only by the further written agreement of the parties.




17.2. Severability.
      If any
      part of this Agreement is determined to be illegal, invalid or unenforceable,
      the remaining parts shall not be affected thereby and the illegal, unenforceable
      or invalid part shall be deemed not to be part of this Agreement. The parties
      further agree to replace any such void or unenforceable provision of this
      Agreement with a valid and enforceable provision that will achieve, to the
      extent possible, the economic, business, or other purposes of the void or
      unenforceable provision.




17.3. Governing
      Law.
      Any
      action to enforce this Agreement or any dispute concerning the terms and
      conditions of this Agreement and the parties performance of the terms and
      conditions of this Agreement shall be governed by the laws of the State of
      Texas.




17.4. Construction.
      The
      language in all parts of the Agreement shall in all cases be construed as a
      whole according to its fair meaning and not strictly for or against any of
      the
      parties.




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17.5. Captions .
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.






Dated: December 29,
              2006
            **HINES HORTICULTURE,
                INC.**
              **(“Employer”)**/s/ Claudia
              PieropanBy:  Claudia
              PieropanIts:  CFODated: December 29, 2006
            /s/ Lincoln
              MoehleLincoln
                Moehle
              (“Employee”)






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**EXHIBIT
      “A”**




[Omitted]














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