MEMORANDUM

TO:   Sonny Pennington                                  CONFIDENTIAL

FROM: Bill Brown

DATE: May 6, 2003

SUBJ: Modification and Extension of February 27, 1998 Employment Agreement and
      Non-Compete Agreement


Dear Sonny:

Per our recent discussions, this is to confirm that we have agreed to modify and
extend your February 27, 1998 Employment Agreement ("Employment Agreement") as
follows:

1)   You will continue your employment as President & CEO of Pennington Seed,
     Inc., through February 27, 2006.

2)   Effective as of February 27, 2003, your new base salary will be $326,610
     and there will be 5% increases in base salary as of February 27, 2004, and
     February 27, 2005.

3)   Your target bonus will be 50% of your annual salary. The actual bonus will
     be at the discretion of Central's C.E.O. and the Compensation Committee of
     the Board.

4)   The $20,000 automobile expense referred to in paragraph 4 of the Employment
     Agreement will be increased to $30,000 at the beginning of the amended
     Agreement. You will be entitled to seven (7) weeks of paid vacation each
     year during the term of Agreement. Your entitlement to all benefits as
     referred to in such paragraph 4 will be extended through February 27, 2006.

5)   The time period for your receiving your base salary in the event of
     disability as set forth in paragraph 6 of the Employment Agreement will be
     extended to February 27, 2006. However, in the event of death, compensation
     will be paid with full benefits for a period of ninety (90) days after
     death.

6)   The Non-Compete is amended to exclude any retail store business. The
     Non-Compete terminates two (2) years after the end of the later of the
     Employment Agreement or your employment.

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7)   This Agreement will be governed and construed in accordance with the laws
     of the State of Georgia.

8)   Except as herein modified, the terms and provisions of the Employment
     Agreement and Non-Compete Agreement will remain in full force and effect.

The Company continues to be enormously appreciative of your leadership at
Pennington Seed. We are pleased that you have agreed to continue with Pennington
Seed through February 27, 2006. On a personal level, I value our relationship
and our interactions very highly. Your counsel has enabled me to be more
successful in my endeavors in the garden industry and to improve teamwork across
our Garden Division.

Please indicate your acceptance of the Employment Agreement as herein modified
and extended by signing below in the signature space provided on both original
copies. You can keep one original copy for your file and return the other
original to me.

Dated:   ______________________


/s/ WILLIAM E. BROWN                        /s/ BROOKS PENNINGTON, III
_____________________________               ____________________________________
William E. Brown                            Accepted by:  Brooks Pennington, III
CEO                                         President
Central Garden & Pet Company                Pennington Seed, Inc.


Attachments: Employment Agreement dated February 27, 1998
             Non-Competition Agreement dated February 27, 1998

CC: Glenn W. Novotny
    John F. Seegal