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                                                                    EXHIBIT 10.1

                                                        Hines Horticulture, Inc.
                                                              12621 Jeffrey Road
                                                                Irvine, CA 92620


April 27, 2006

Dear Jeff,

I am pleased to extend an offer of employment to you for the position of Vice
President of Supply Chain. You will report directly to me as a team member of
the Hines Executive Leadership Team. This is a strategic position that will
implement integrated supply chain management principals as a competitive weapon
for Hines. You will be immediately responsible for the ongoing Sales and
Operations Project implementation at all 13 sites.

I have summarized the following compensation and benefits package for your
review.

>>  Start Date                        May 30, 2006 or sooner
>>  Annual base salary                $180,000
>>  Relocation assistance(1)          $40,000
>>  Leadership Incentive Bonus(2)     50% of base annual salary
>>  Stock Options(3)                  80,000 shares at a $4.55 strike price
>>  Leased vehicle                    Lease amount to be determined according to
                                      policy
>>  Vacation Benefits                 4 weeks per year
>>  Sick Days                         5 days per year
>>  401k eligibility                  After 1,000 hours and 12 months of service
>>  401k Entry dates are              January 1, April 1, July 1 or October 1
>>  Medical, Dental & Life            You will be eligible for medical benefits
                                      on the first of the month following thirty
                                      days of service.


Your annual salary will be reviewed for a potential increase on January 1, 2007,
based on your performance and the company's financial results achieved in 2006.
Specific Key Result Areas will be defined during the first 60 days of your new
position.

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

(1) Amount will be paid upon relocation contingent on the relocation occurs
within 12 months of start of employment. A relocation expense repayment
agreement will require repayment of the relocation amount on a sliding-scale
reduction if you leave the company within 12 months from receiving the
relocation assistance. Additionally, the company will pay for you and your
wife's travel, lodging and meal expenses to make up to three visits to the
Houston, Texas community to support your relocation efforts.

(2) Prorated from your date of hire in 2006 (See schedule attached).

(3) Vesting at 50% June 1, 2006, 25% December 31, 2006 and 25% December 31, 2007


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I look forward to your response and acceptance for this position. This offer is
valid for your acceptance until May 16, 2006 and contingent upon satisfactory
results from a pre-employment background investigation and review of your
personal references.

If you have any questions please don't hesitate to me at (949) 936-8100.


Sincerely yours,

/s/ Robert Ferguson
Robert Ferguson
President and Chief Executive Officer



Offer Accepted by: /s/ Jeffrey Dunbar                        Date: 4/29/06
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                         2006 Leadership Incentive Plan
                     CORPORATE RESOURCES PARTICIPANT SUMMARY
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Employee Name:                          Jeff Dunbar
Title:                                  VP Supply Chain
2006 Base Salary:                       $180,000
Bonus Target as a Percent of Salary:    50%
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2006 LEADERSHIP INCENTIVE PLAN HIGHLIGHTS:
------------------------------------------

   o  Plan participants are eligible for the Leadership Incentive payout if the
      following occur.
      o  Total Company achievement of 90% or greater of the approved 2006 Free
         Cash Flow Budget

   o  The 2006 Performance metrics are as follows:
      o  Free Cash Flow with a range of 90% to 120% of budget
      o  Net Sales with a range of 95% to 120% of budget
      o  Return on sales percentage within .50% of last year's ROS %

   o  Weighting for the 2006 plan is as follows
      o  100% Company Results
      o  Free Cash Flow = 70%
      o  Net Sales = 20%
      o  Key Result Areas = 10%

   o  The Leadership Incentive Plan will remain in place unless cancelled or
      amended by the Compensation Committee and approved by the Board of
      Directors

   o  The Compensation Committee will be responsible for overall Plan approval,
      for approving performance goals (as recommended by ELT), and approving
      bonus payments based on financial results and calculated payments.

   o  Eligibility will be approved by the Compensation Committee based on ELT's
      recommendation and will be limited to key leadership positions that have a
      significant impact on the success of the organization.

   o  Only eligible participants who are actively employed on the last day of
      the fiscal calendar year will be eligible for a bonus payment.

   o  Bonus payments will be made no later than March 15th following the plan
      year

   o  Employees who terminate during the plan year for reasons of death,
      disability, retirement or job elimination may receive a pro-rated bonus
      share no later than March 15th following the plan year.

   o  Employees who terminate for any other reason (voluntary or involuntary)
      forfeit rights to a bonus payments for that year.

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Reviewed by: /s/ Robert Ferguson                       Date:4/27/06

Employee Signature: /s/ Jeffrey Dunbar                 Date:5/17/06
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