<PAGE>
                                                                     Exhibit 4.6

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
            STATE SECURITIES LAWS, AND MAY BE OFFERED AND SOLD ONLY IF SO
            REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                             STOCK PURCHASE WARRANT
                             ----------------------

Date of Issuance: May 20, 2002                                 Certificate No. 5

            For value received, FRANK'S NURSERY & CRAFTS, INC., a Delaware
corporation (the "Company"), hereby grants to JOSEPH BACZKO, or his permitted
transferees and assigns, the right to purchase from the Company a total of 5.044
Warrant Shares (as defined herein) at a price per share of $1.38 (the "Initial
Exercise Price"). The exercise price and number of Warrant Shares (and the
amount and kind of other securities) for which this Warrant is exercisable shall
be subject to adjustment as provided herein. Certain capitalized terms used
herein are defined in Section 4 hereof.

            This Warrant is subject to the following provisions:

            SECTION 1. Exercise of Warrant.

            1A. Exercise Period. The purchase rights represented by this Warrant
may be exercised, in whole or in part, at any time and from time to time after
the date hereof to and including 5:00 p.m., New York City time, on May 20, 2006
(the "Exercise Period").

            1B. Exercise Procedure.

                (i) This Warrant shall be deemed to have been exercised when all
of the following items have been delivered to the Company (the "Exercise Time"):

                (a) a completed Exercise Agreement, as described in Section IC
      below, executed by the Person exercising all or part of the purchase
      rights represented by this Warrant (the "Purchaser");

                (b) this Warrant;

                (c) if the Purchaser is not the Registered Holder, an Assignment
      or Assignments in the form set forth in EXHIBIT II hereto evidencing the
      assignment of this Warrant to the Purchaser; and

                (d) any (including any combination) of the following: (x) a
      check payable to the Company in an amount equal to the product of the
      Exercise Price (as such term is defined in Section 2) multiplied by the
      number of Warrant Shares being
<PAGE>
      purchased upon such exercise (the "Aggregate Exercise Price"), or (y) in
      lieu of making the payment otherwise contemplated to be made to the
      Company upon such exercise in payment of the Aggregate Exercise Price,
      elect instead to receive upon such exercise the "Net Number" of shares of
      Warrant Shares determined according to the following formula (a "Cashless
      Exercise"):

                         (A X B) - (A X C)
           Net Number =  -----------------
                                 B

      For purposes of the foregoing formula:

           A = the total number of shares with respect to which this Warrant is
               then being exercised.

           B = the Fair Market Value of the Common Stock on the date immediately
               preceding the date of the subscription notice.

           C = the Exercise Price then in effect for the applicable Warrant
               Shares at the time of such exercise.

              (ii) Certificates for Warrant Shares purchased upon exercise of
this Warrant shall be delivered by the Company to the Purchaser within five
(5) days after the date of the Exercise Time together with any cash payable in
lieu of a fraction of a share pursuant to Section 13 hereof. Unless this Warrant
has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall, within such five-day period, deliver
such new Warrant to the Person designated for delivery in the Exercise Agreement
(as defined in Section 1C below).

              (iii) The Warrant Shares issuable upon the exercise of this
Warrant shall be deemed to have been issued to the Purchaser at the Exercise
Time, the Purchaser shall be deemed for all purposes to have become the
Registered Holder of such Warrant Shares at the Exercise Time.

              (iv) The issuance of certificates for Warrant Shares upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in respect thereof or other cost incurred
by the Company in connection with such exercise and the related issuance of
Warrant Shares.

              (v) The Company shall not close its books against the transfer of
this Warrant or of any Warrant Shares issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Warrant Shares
acquirable upon exercise of this Warrant is at all times equal to or less than
the Exercise Price then in effect.
<PAGE>
          (vi) The Company shall assist and cooperate with any reasonable
request by the Registered Holder or any Purchaser which is required to make any
governmental filings or obtain any governmental approvals prior to or in
connection with any exercise of this Warrant.

          (vii) Notwithstanding any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection with a public offering
or a sale of the Company (pursuant to a merger, sale of stock or otherwise),
such exercise may at the election of the Registered Holder be conditioned upon
the consummation of such transaction, in which case such exercise shall not be
deemed to be effective until immediately prior to consummation of such
transaction.

          (viii) The Company shall at all times reserve and keep available out
of its authorized but unissued Common Stock (or out of shares of Common Stock
held in its treasury) solely for the purpose of issuance upon the exercise of
this Warrant, the maximum number of Warrant Shares issuable upon the exercise of
this Warrant. All Warrant Shares which are so issuable shall, when issued and
upon the payment of the applicable Exercise Price, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens, charges and
preemptive rights. The Company shall take all such actions as may be necessary
to ensure that all such Warrant Shares may be so issued without violation by the
Company of any applicable law or governmental regulation or any requirements of
any domestic securities exchange or quotation system upon which shares of Common
Stock or other securities constituting Warrant Shares may be listed or quoted
(except for official notice of issuance which shall be immediately delivered by
the Company upon each such issuance). The Company will use its best efforts to
cause the Warrant Shares, immediately upon such exercise, to be listed on any
domestic national securities exchange or quotation system upon which shares of
Common Stock or other securities constituting Warrant Shares are listed or
quoted at the time of such exercise.

          (ix) If the Warrant Shares issuable by reason of exercise of this
Warrant are convertible into or exchangeable for any other stock or securities
of the Company, the Company shall, at the Purchaser's option and upon surrender
of this Warrant by such Purchaser as provided above together with any notice,
statement or payment required to effect such conversion or exchange of Warrant
Shares, deliver to such Purchaser (or as otherwise specified by such Purchaser)
a certificate or certificates representing the stock or securities into which
the Warrant Shares issuable by reason of such conversion are convertible or
exchangeable, registered in such name or names and in such denomination or
denominations as such Purchaser has specified.

          (x) The Company shall not, and shall not permit its subsidiaries to,
directly or indirectly, by any action (including, without limitation,
reincorporation in a jurisdiction other than Delaware, amending its Certificate
of Incorporation or through any Organic Change, issuance or sale of securities
or any other voluntary action) avoid or seek to avoid the observance or
performance of any terms of this Warrant or impair or diminish its value, but
shall at all times in good faith assist in the carrying out of all such terms of
Warrant. Without limiting the generality of the foregoing, the Company shall (a)
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction

<PAGE>
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant and (b) not undertake any reverse stock split, combination,
reorganization or other reclassification of its capital stock which would have
the effect of making the Warrant exercisable for less than one share of Common
Stock.

          (xi) The Company has all requisite corporate power and authority to
enter into and perform its obligations under this Warrant and to issue and
deliver the Warrant to the Purchaser. The execution, delivery, and performance
by the Company of its obligations under this Warrant, including the issuance and
delivery of the Warrant to the Purchaser, have been duly authorized by all
necessary corporate action on the part of the Company. This Warrant has been
duly executed and delivered by the Company and is a legal, valid, and binding
obligation of the Company and is enforceable against the Company in accordance
with its terms.

     1C.  EXERCISE AGREEMENT. Upon any exercise of this Warrant, the Purchaser
shall deliver to the Company an Exercise Agreement in substantially the form set
forth in EXHIBIT I hereto (the "EXERCISE AGREEMENT"), except that if the Warrant
Shares are not to be issued in the name of the Registered Holder, the Exercise
Agreement shall also state the name of the Person to whom the certificates for
the Warrant Shares are to be issued, and if the number of Warrant Shares to be
issued does not include all of the Warrant Shares purchasable hereunder, it
shall also state the name of the Person to whom a new Warrant for the
unexercised portion of the rights hereunder is to be issued.

     SECTION 2.     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. In order
to prevent dilution of the rights granted under this Warrant, the Initial
Exercise Price shall be subject to adjustment from time to time as provided in
this Section 2 (as so adjusted, the "EXERCISE PRICE"), and the number of Warrant
Shares obtainable upon exercise of this Warrant shall be subject to adjustment
from time to time, each as provided in this Section 2.

     2A.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
COMMON STOCK. If and whenever, on or after the date hereof, the Company issues
or sells, or in accordance with Section 2B is deemed to have issued or sold,
other than pursuant to a Permitted Issuance, as described in Section 2C or
pursuant to the Purchase Rights covered by Section 3, any shares of Common Stock
for a consideration per share less than the Fair Market Value per share of the
Common Stock determined as of the date of such issuance or sale, then
immediately upon such issuance or sale the Exercise Price shall be reduced to
equal the amount determined by multiplying the Exercise Price in effect
immediately prior to such issuance or sale by a fraction, the numerator of which
will be the sum of (1) the number of shares of Common Stock Deemed Outstanding
immediately prior to such issuance or sale multiplied by the Fair Market Value
per share of the Common Stock determined as of the date of such issuance or
sale, PLUS (2) the consideration, if any, received by the Company upon such
issuance or sale, and the denominator of which will be the product derived by
multiplying such Fair Market Value per share of Common Stock by the number of
shares of Common Stock Deemed Outstanding immediately after such issuance or
sale. Upon each such adjustment of the Exercise Price hereunder, the number of
Warrant Shares acquirable upon exercise of this Warrant shall be adjusted to
equal the number of shares determined by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
acquirable upon exercise of this Warrant
<PAGE>
immediately prior to such adjustment and dividing the product thereof by the
Exercise Price resulting from such adjustment. For the purposes of this Section
2, the calculation of the number of shares of Common Stock Deemed Outstanding
shall exclude the Warrant Shares.

     2B.  Effect on Exercise Price of Certain Events. For purposes of
determining the adjusted Exercise Price under Section 2A, the following shall be
applicable.

          (i)  Issuance of Rights or Options. If the Company in any manner
grants any rights or options (other than the Purchase Rights covered by Section
3 hereof or a Permitted Issuance) to subscribe for or to purchase Common Stock
or any stock or other securities convertible into or exchangeable for Common
Stock (including, without limitation, convertible common stock)(such rights or
options being herein called "Options" and such convertible or exchangeable stock
or securities being herein called "Convertible Securities") and the price per
share for which Common Stock is issuable upon the exercise of such Options or
upon conversion or exchange of such Convertible Securities is less than the Fair
Market Value per share of the Common Stock then in effect, then the total number
of shares of Common Stock then issuable upon the exercise of such Options or
upon conversion or exchange of the total amount of such Convertible Securities
then issuable upon the exercise of such Options shall be deemed to be
outstanding and to have been issued and sold by the Company for such price per
share. For purposes of this paragraph, the "price per share for which Common
Stock is issuable upon exercise of such Options or upon conversion or exchange
of such Convertible Securities" is determined by dividing (A) the total amount,
if any, received or receivable by the Company as consideration for the granting
of such Options, plus the aggregate amount of additional consideration then
payable to the Company upon the exercise of all such Options, plus in the case
of such Options which relate to Convertible Securities, the aggregate amount of
additional consideration, if any, then payable to the Company upon the issuance
or sale of such Convertible Securities and the conversion or exchange thereof,
by (B) the total number of shares of Common Stock then issuable upon exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options. No further adjustment of
the Exercise Price shall be made upon the actual issuance of such Common Stock
or of such Convertible Securities upon the exercise of such Options or upon the
actual issuance of such Common Stock upon conversion or exchange of such
Convertible Securities.

          (ii) Issuance of Convertible Securities. If the Company in any manner
issues or sells any Convertible Securities and the price per share for which
Common Stock is issuable upon such conversion or exchange is less than the Fair
Market Value per share of the Common Stock then in effect, then the number of
shares of Common Stock then issuable upon conversion or exchange of such
Convertible Securities shall be deemed to be outstanding and to have been issued
and sold by the Company for such price per share. For the purposes of this
paragraph, the "price per share for which Common Stock is issuable upon such
conversion or exchange" is determined by dividing (A) the total amount received
or receivable by the Company as consideration for the issue or sale of such
Convertible Securities, plus the aggregate amount of additional consideration,
if any, then payable to the Company upon the conversion or exchange thereof, by
(B) the total number of shares of Common Stock then issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Exercise Price shall be made upon the actual issue of such Common Stock upon
conversion or exchange
<PAGE>
of such Convertible Securities, and if any such issue or sale of such
Convertible Securities is made upon exercise of any Options for which
adjustments of the Exercise Price have been or are to be made pursuant to other
provisions of this Section 2B, no further adjustment of the Exercise Price shall
be made by reason of such issue or sale.

     (iii)     Change in Option Price or Conversion Rate. If either the purchase
price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exchangeable
for Common Stock shall change at any time, the Exercise Price in effect at the
time of such change shall be adjusted to the Exercise Price which would have
been in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration
or changed conversion rate, as the case may be, at the time initially granted,
issued or sold and the number Warrant Shares shall be correspondingly
readjusted.

     (iv)      Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Securities, in either case without the
exercise of such Option or right, the Exercise Price then in effect and the
number of Warrant Shares acquirable hereunder shall be adjusted to the Exercise
Price and the number of shares which would have been in effect at the time of
such expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

     (v)       Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor shall be deemed to
be the net amount received by the Company therefor. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration other
than cash, the amount of the consideration other than cash received by the
Company shall be the fair value of such consideration, except where such
consideration consists of marketable securities, in which case the amount of
consideration received by the Company shall be the market price thereof as of
the date of receipt. In case any Common Stock, Options or Convertible Securities
are issued to the owners of the non-surviving entity in connection with any
merger or other business combination in which the Company is the surviving
entity, the amount of consideration therefor shall be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity
as is attributable to such Common Stock, Options or Convertible Securities, as
the case may be. The fair value of any consideration other than cash or
marketable securities shall be determined jointly by the Company and the
Required Holders. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an appraiser
jointly selected by the Company and the Required Holders, whose determination
shall be final and binding on the Company and all Registered Holders of Warrants
(as defined in Section 4 below). The fees and expenses of such appraiser shall
be paid by the Company.

     (v)       Integrated Transactions. In case any Option or Convertible
Security is issued in connection with the issue or sale of other securities of
the Company, together comprising one integrated transaction in which no specific
consideration is allocated to


<PAGE>
such Options or Convertible Securities by the parties thereto, the Option or
Convertible Security shall be deemed to have been issued for no consideration;
provided, if such other securities are debt securities (such debt securities so
issued are herein referred to as the "Debt") of the Company or any of its
subsidiaries, the Option or Convertible Security shall be deemed to have been
issued for consideration equal to the excess, if any, of (a) the aggregate face
amount (the "Estimated Face Amount") of debt securities with terms identical to
the terms of the Debt (other than the increase to face value described in this
proviso) which the Company or such subsidiary would have had to issue had no
Option or Convertible Security been issued in connection therewith, given the
prevailing market conditions at the time of the issuance of the Debt, in order
to receive the same aggregate net proceeds as is actually received from the
issuance of the Debt, over (b) the aggregate face amount of the Debt. The
Estimated Face Amount shall be as mutually agreed between the Company and the
Registered Holder or, if no such mutual agreement is reached, as set forth in
the written opinion, addressed to the Registered Holder, of an investment bank
of national recognition, retained by the Company and reasonably acceptable to
the Registered holder; provided, that if no such mutual agreement is reached or
written opinion is received, the Estimated Face Amount shall be deemed to be
zero (0); and provided, further, that the fees and expenses of such investment
bank shall be borne by the Company.

     Example:       If the Company issues $20 million aggregate principal amount
                    of 10% subordinated debentures with a 10-year maturity (and
                    receives aggregate net proceeds of $20 million), and in
                    connection therewith issues warrants, and in accordance with
                    the provisions of Section 2B(vi), the Company and the
                    Registered Holder mutually agree or an investment bank
                    determines that the Estimated Face Amount of the
                    subordinated debentures (with terms otherwise identical to
                    the securities issued) would have been $21 million (i.e., to
                    yield aggregate net proceeds of $20 million to the Company),
                    had the warrants not been issued, then the warrants would be
                    deemed to have been issued for $1 million.

               (vii)  Treasury Shares. The number of shares of Common Stock
outstanding at any given time does not include shares owned or held by or for
the account of the Company or any subsidiary of the Company and the disposition
of any shares so owned or held shall be considered an issue or sale of Common
Stock.

               (viii) Record Date. If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (A) to receive a dividend or
other distribution payable in Common Stock, Options or Convertible Securities
or (B) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue
or sale of the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

          2C.  Subdivision or Combination of Common Stock. If the Company at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) the Common Stock into a greater number of shares or pays a dividend
or makes a distribution to holders of the
<PAGE>
Common Stock in the form of shares of Common Stock, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced and the
number of Warrant Shares obtainable upon exercise of this Warrant shall be
proportionately increased. If the Company at any time combines (by reverse stock
split or otherwise) the Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares obtainable upon
exercise of this Warrant shall be proportionately decreased.

          2D.  Organic Change. Any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets or other transaction which is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock (other than a transaction subject to Section 2C
hereof) is referred to herein as an "Organic Change". Prior to the consummation
of any Organic Change, the Company shall make appropriate provision to ensure
that each Registered Holder of Warrants shall thereafter have the right to
acquire and receive upon exercise thereof, in lieu of or addition to (as the
case may be) the Warrant Shares immediately theretofore acquirable and
receivable upon exercise of such Registered Holder's Warrants, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for the number of Warrant Shares immediately theretofore acquirable and
receivable upon exercise of such Registered Holder's Warrants had such Organic
Change not taken place. In any such case, the Company shall make appropriate
provision with respect to such Registered Holder's rights and interests to
insure that the provisions hereof (including this Section 2) shall thereafter be
applicable to the Warrants (including, in the case of any such Organic Change in
which the successor entity or purchasing entity is other than the Company, an
immediate adjustment of the Exercise Price to the value for the Common Stock
reflected by the terms of such Organic Change and a corresponding immediate
adjustment in the number of Warrant Shares acquirable and receivable upon
exercise of the Warrants, if the value so reflected is less than the Fair Market
Value of the Common Stock in effect immediately prior to such Organic Change).
The Company shall not effect any such Organic Change unless, prior to the
consummation thereof, the successor entity (if other than the Company) resulting
from such Organic Change (including a purchaser of all or substantially all the
Company's assets) assumes by written instrument the obligation to deliver to
each Registered Holder of Warrants such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such Registered Holder may be
entitled to acquire upon exercise of Warrants.

          2E.  Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features but excluding
any Permitted Issuance), then the Company's Board of Directors shall exercise
their reasonable judgment consistent with the fundamental intent of such
provisions in making an appropriate adjustment in the Exercise Price and the
number of Warrant Shares obtainable upon exercise of this Warrant so as to
protect the rights of the Registered Holder of this Warrant.

<PAGE>
         2F.      Notices.

                  (i)      Promptly following any event requiring adjustment of
the Exercise Price, the Company shall give written notice thereof to the
Registered Holder, setting forth in reasonable detail and certifying the
calculation of such adjustment.

                  (ii)     The Company shall give written notice to the
Registered Holder at least 30 days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or distribution
upon the Common Stock, (B) with respect to any pro rata subscription offer to
holders of Common Stock, or (C) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation.

                  (iii)    The Company shall give written notice to the
Registered Holder at least 30 days prior to the date on which any Organic
Change, dissolution or liquidation shall take place.

                  (iv)     Immediately upon the exercise of any of the Warrants,
the Company shall give written notice to the non-exercising Registered Holders
of the Warrants, setting forth in reasonable detail the exercising Registered
Holder and/or Purchaser, the number of Warrants being exercised, the method of
payment of such exercise and the date of such exercise.

         SECTION 3. Purchase Rights. If at any time the Company grants, issues
or sells any options, convertible securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of the
Common Stock (the "Purchase Rights"), then the Company shall grant, issue or
offer to sell (as the case may be) to the Registered Holder, on the same term
as to the record holders, the aggregate Purchase Rights which such Registered
Holder would have been granted, issued or sold if such Registered Holder had
held the maximum number of Warrant Shares then acquirable upon complete exercise
of this Warrant immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights.

         SECTION 4. Definitions. The following terms have the meanings set forth
below:

         "Affiliate" has the meaning set forth in 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.

         "Common Stock" means the Common Stock, $.001 par value per share, and
any securities into which such Common Stock is hereafter converted or exchanged.

         "Common Stock Deemed Outstanding" means, at any given time, the number
of shares of all classes of the Company's common stock actually outstanding at
such time, plus the number of shares of the Company's common stock deemed to be
outstanding pursuant to Section 2B(i) or 2B(ii) hereof.

<PAGE>
     "Diluted Basis" means with respect to the calculation of the number of
shares of Common Stock, (i) all shares of Common Stock outstanding at the time
of determination and (ii) all shares of Common Stock issuable upon the exercise,
conversion or exchange of any Option or Convertible Security.

     "Fair Market Value" means (i) the average of the closing sales prices of
the Common Stock on all domestic national securities exchanges on which the
Common Stock is listed, or (ii) if there have been no sales on any such exchange
on any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day or, (iii) if on any day the Common Stock is not
so listed, the sales price for the Common Stock as of 4:00 P.M., New York time,
as reported on the NASDAQ National Market or, (iv) if the Common Stock is not
reported on the NASDAQ National Market, the average of the representative bid
and asked quotations for the Common Stock as of 4:00 P.M., New York time, as
reported on the NASDAQ interdealer quotation system, or any similar successor
organization, in each such case averaged over a period of 21 trading days
consisting of the day as of which "Fair Market Value" is being determined and
the 20 consecutive trading days prior to such day. Notwithstanding the
foregoing, if at any time of determination either (x) the Common Stock is not
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended, and either listed on a national securities exchange or authorized for
quotation in the NASDAQ system, or (y) less than 25% of the outstanding Common
Stock is held by the public free of transfer restrictions under the Securities
Act of 1933, as amended, then Fair Market Value shall mean the price that would
be paid per share for the entire common equity interest in the Company in an
orderly sale transaction between a willing buyer and a willing seller, taking
into account the appropriate lack of liquidity of the Company's securities and
any appropriate discount for the minority position represented by the Warrants
and Warrant Shares, using valuation techniques then prevailing in the securities
industry and assuming full disclosure of all relevant information and a
reasonable period of time for effectuating such sale. Fair Market Value shall be
determined by the Company's Board of Directors in its good faith judgment. A
majority of the Required Holders shall have the right to require that an
independent investment banking firm mutually acceptable to the Company and the
Required Holders determine Fair Market Value, which firm shall submit to the
Company and the Warrant holders a written report setting forth such
determination. The expenses of such firm will be borne by the Company, and the
determination of such firm will be final and binding upon all parties.

     "Investors' Agreement" means the Investors' Rights Agreement, dated as of
May 20, 2002, among the Company and the signatories thereto, as such agreement
may be amended or modified from time to time.

     "Loan Warrants" means the Stock Purchase Warrants, dated as of May 20,
2002, issued by the Company to Kimco Realty Services, Inc. and Third Avenue
Trust, on behalf of the Third Avenue Real Estate Value Fund Series representing
the right to purchase from the Company up to a total of 5,869,566 shares of
Common Stock (as adjusted pursuant to the terms thereof) together with any stock
purchase warrants issued in substitution, exchange or replacement therefor.


<PAGE>
     "Permitted Issuance" means any issuance by the Company of (a) Common Stock
on or prior to the date hereof; (b) Common Stock upon exercise of the Warrants
or the Loan Warrants; (c) Common Stock or rights or options to purchase any
such shares issued to employees or consultants of the Company or any direct or
indirect subsidiary or pursuant to one or more stock bonus or similar plans
adopted by the Board of Directors of the Company in an aggregate amount not to
exceed 15% of the outstanding Common Stock on a Diluted Basis; (d) Common Stock
pursuant to an underwritten offering of Common Stock registered under the
Securities Act of 1933, as amended; or (e) Common Stock or rights or options to
purchase any such shares issued under Company's plan of reorganization filed
with the United States Bankruptcy Court for the District of Maryland (Baltimore
Division) or under any agreement entered into in accordance with such plan.

     "Person" means any individual, partnership, joint venture, corporation,
trust, unincorporated organization or government or department or agency
thereof.

     "Registered Holder" means the holder of this Warrant as reflected in the
records of the Company maintained pursuant to Section 12.

     "Required Holders" means the holders of a majority of the purchase rights
represented by the Warrants as originally issued which remain outstanding and
unexercised.

     "Warrants" means the Stock Purchase Warrants, dated as of May 20, 2002,
issued by the Company to Cypress Merchant Banking Partners L.P., Cypress Garden
Ltd and Joseph Baczko representing the right to purchase from the Company up to
a total of 913,044 shares of Common Stock (as adjusted pursuant to the terms
thereof) together with any stock purchase warrants issued in substitution,
exchange or replacement therefor.

     "Warrant Shares" means shares of the Common Stock issuable upon exercise
of the Warrants; provided, that if the securities issuable upon exercise of the
Warrants are issued by an entity other than the Company or there is a change in
the class of securities so issuable, then the term "Warrant Shares" shall mean
shares of the security issuable upon exercise of the Warrants if such security
is issuable in shares, or shall mean the equivalent units in which such
security is issuable if such security is not issuable in shares.

     SECTION 5. No Voting Rights; Limitations of Liability. This Warrant shall
not entitle the Registered Holder hereof to any voting rights or other rights
as a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Registered Holder to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of the Registered Holder shall
give rise to any liability of such Registered Holder for the Exercise Price of
Warrant Shares acquirable by exercise hereof or as a stockholder of the Company.

     SECTION 6. Restrictions. This Warrant and all rights hereunder are
transferable only to Affiliates of Cypress Merchant Banking Partners L.P. and
Cypress Garden Ltd, in whole or in part, without charge to the Registered
Holder, upon surrender of this Warrant with a properly executed Assignment (in
the form of Exhibit II hereto) at the principal office of the Company.


                                       11
<PAGE>
properly executed Assignment (in the form of Exhibit II hereto) at the
principal office of the Company.

     SECTION 7. Warrant Exchangeable for Different Denominations. This Warrant
is exchangeable, upon the surrender hereof by the Registered Holder at the
principal office of the Company, for new Warrants of like tenor representing in
the aggregate the purchase rights hereunder, and each of such new Warrants shall
represent such portion of such rights as is designated by the Registered Holder
at the time of such surrender. At the request of the Registered Holder (pursuant
to a transfer of Warrants or otherwise), this Warrant may be exchanged for one
or more Warrants to purchase Common Stock. The date the Company initially issues
this Warrant shall be deemed to be the date of issuance hereof regardless of the
number of times new certificates representing the unexpired and unexercised
rights formerly represented by this Warrant shall be issued.

     SECTION 8. Exchange. In the event that it becomes unlawful or, in the
reasonable judgment of any Registered Holder of this Warrant, unduly burdensome
by reason of a change in legal or regulatory considerations or the
interpretation thereof affecting the ability of financial institutions, real
estate investment trusts or their affiliates to hold equity securities, to hold
any or all of the Warrants or Warrant Shares, the Registered Holder of this
Warrant shall have the right to require the Company to use its reasonable best
efforts to permit all or part of such Registered Holder's Warrants or Warrant
Shares to be exchanged for nonvoting stock or similar interests that convey
equivalent economic benefits to such Warrants or Warrant Shares and include
equivalent anti-dilution protection. To the extent that the Company may lawfully
do so after the exercise of its reasonable best efforts, any such exchange shall
occur as soon as practicable (within 60 days) after written notice by the
Registered Holder of this Warrant to the Company (or such earlier date if
required to comply with applicable law).

     SECTION 9. Replacement. Upon receipt of evidence reasonably satisfactory to
the Company (an affidavit of the Registered Holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing this Warrant, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Company (provided, that
if the Registered Holder is a financial institution or other institutional
investor its own agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the same rights represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.

     SECTION 10. Notices. Except as otherwise expressly provided herein, all
notices and deliveries referred to in this Warrant shall be in writing, shall be
delivered personally, sent by registered or certified mail, return receipt
requested and postage prepaid or sent via nationally recognized overnight
courier or via facsimile, and shall be deemed to have been given when so
delivered (or when received, if delivered by any other method) if sent (i) to
the Company, at its principal executive offices and (ii) to a Registered Holder,
at such Registered Holder's address as it appears in the records of the Company
(unless otherwise indicated by any such Registered Holder).










<PAGE>
          SECTION 11. Amendment and Waiver. Except as otherwise provided herein,
the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the prior written consent of
the Registered Holder.

          SECTION 12. Warrant Register. The Company shall maintain at its
principal executive offices books for the registration and the registration of
transfer of Warrants. The Company may deem and treat the Registered Holder as
the absolute owner hereof (notwithstanding any notation of ownership or other
writing hereon made by anyone) for all purposes and shall not be affected by
any notice to the contrary.

          SECTION 13. Fractions of Shares. The Company may, but shall not be
required to, issue a fraction of a Warrant Share upon the exercise of this
Warrant in whole or in part. As to any fraction of a share which the Company
elects not to issue, the Company shall make a cash payment in respect of such
fraction in an amount equal to the same fraction of the Fair Market Value of a
Warrant Share on the date of such exercise.

          SECTION 14. Registration Rights. The Registered Holder (and assignees
thereof) is entitled to the benefit of the registration rights in respect of
the Warrant Shares as are set forth in the Investors' Agreement.

          SECTION 15. Company to Reaffirm Obligations. The Company will, at the
time of each exercise of this Warrant, upon the request of the Registered
holder hereof, acknowledge in writing its continuing obligation to afford to
such Registered Holder all rights (including, without limitation, any rights to
registration, pursuant to the Investors' Agreement, of the shares of Common
Stock issued upon such exercise) to which such Registered Holder shall continue
to be entitled after such exercise in accordance with the terms of this
Warrant, provided, that if the Registered Holder of this Warrant shall fail to
make any such request, such failure shall not affect the continuing
obligation of the Company to afford such rights to such Registered Holder.

          SECTION 16. Descriptive Headings; Governing Law. The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted
for convenience only and do not constitute a part of this Warrant. THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

                                     *****
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
attested by its duly authorized officers under its corporate seal and to be
dated as of the date hereof.

                                   FRANK'S NURSERY & CRAFTS, INC.

                                   By: /s/ Michael D. McBride
                                      --------------------------------------
                                   Name:  Michael D. McBride
                                   Title: Vice President Legal

[CORPORATE SEAL]

Attest:

/s/ Larry T. Lakin
---------------------------------
Treasurer


<PAGE>
                                                                       EXHIBIT I

                               EXERCISE AGREEMENT

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                         FRANK'S NURSERY & CRAFTS, INC.

     The undersigned holder hereby exercises the right to purchase __________ of
the shares of Common Stock ("Warrant Shares") of Frank's Nursery & Crafts, Inc.,
a Delaware corporation (the "Company"), evidenced by the attached Warrant (the
"Warrant"). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

     1. Form of Warrant Exercise Price. The Holder intends that payment of the
Warrant Exercise Price shall be made as:

          ___ a "Cash Exercise" with respect to __________ Warrant Shares.

          ___ a "Cashless Exercise" with respect to __________ Warrant Shares.

     2. Payment of Warrant Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the sum of $__________ to the
Company in accordance with the terms of the Warrant;

     3. Delivery of Warrant Shares. The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.


Dated ___________________________


_________________________________
      Name of Registered Holder


By: _____________________________

    Name:
    Title:
<PAGE>
                                                                      EXHIBIT II


                                   ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________hereby sells,
assigns and transfers all of the rights of the undersigned under the attached
Warrant (Certificate No. ________) with respect to the number of the Warrant
Shares covered thereby set forth below, unto:


Names of Assignee                    Address                       No. of Shares
-----------------                    -------                       -------------














Dated:                              Signature __________________________________

                                              __________________________________

                                    Witness   __________________________________