REGISTRATION RIGHTS AGREEMENT



                                  by and among



                          Central Garden & Pet Company



                     The parties listed as guarantors hereto



                                       and



                         Banc of America Securities LLC

                            CIBC World Markets Corp.

                         SunTrust Capital Markets, Inc.

                            Jefferies & Company, Inc.





                          Dated as of January 30, 2003



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                          REGISTRATION RIGHTS AGREEMENT



               This Registration Rights Agreement (this "Agreement") is made and

entered into as of January 30, 2003, by and among Central Garden & Pet Company,

a Delaware corporation (the "Company"), the guarantors listed on Schedule I

attached hereto (each a "Guarantor" and, collectively, the "Guarantors"), and

Banc of America Securities LLC, CIBC World Markets Corp., SunTrust Capital

Markets, Inc. and Jefferies & Company, Inc. (each an "Initial Purchaser" and,

collectively, the "Initial Purchasers"), each of whom has agreed to purchase the

Company's 9.125% Senior Subordinated Notes due 2013 (the "Initial Notes")

pursuant to the Purchase Agreement (as defined below).



               This Agreement is made pursuant to the Purchase Agreement, dated

January 24, 2003 (the "Purchase Agreement"), by and among the Company and the

Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for

the benefit of the holders from time to time of the Notes (including you and

each other Initial Purchaser). In order to induce the Initial Purchasers to

purchase the Initial Notes, the Company has agreed to provide the registration

rights set forth in this Agreement. The execution and delivery of this Agreement

is a condition to the obligations of the Initial Purchasers set forth in Section

5(i) of the Purchase Agreement.



               The parties hereby agree as follows:



SECTION 1.   DEFINITIONS



               As used in this Agreement, the following capitalized terms shall

have the following meanings:



               Additional Interest Payment Date: With respect to the Initial

     Notes, each Interest Payment Date.



               Broker-Dealer: Any broker or dealer registered under the Exchange

     Act.



               Closing Date: The date of this Agreement.



               Commission: The Securities and Exchange Commission.



               Consummate: A Registered Exchange Offer shall be deemed

     "Consummated" for purposes of this Agreement upon the occurrence of (i) the

     filing and effectiveness under the Securities Act of the Exchange Offer

     Registration Statement relating to the Exchange Notes to be issued in the

     Exchange Offer, (ii) the maintenance of such Registration Statement

     continuously effective and the keeping of the Exchange Offer open for a

     period not less than the minimum period required pursuant to Section 3(b)

     hereof, and (iii) the delivery by the Company to the Registrar under the

     Indenture of Exchange Notes in the same aggregate principal amount as the

     aggregate principal amount of Initial Notes that were tendered by Holders

     thereof pursuant to the Exchange Offer.



               Effectiveness Target Date: As defined in Section 5.



               Exchange Act: The Securities Exchange Act of 1934, as amended.



               Exchange Notes: The 9.125% Senior Subordinated Notes due 2013, of

     the same series under the Indenture as the Initial Notes, to be issued to

     Holders in exchange for Transfer Restricted Securities pursuant to this

     Agreement.



               Exchange Offer: The registration by the Company under the

     Securities Act of the Exchange Notes pursuant to a Registration Statement

     pursuant to which the Company offers the Holders of all



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     outstanding Transfer Restricted Securities the opportunity to exchange all

     such outstanding Transfer Restricted Securities held by such Holders for

     Exchange Notes in an aggregate principal amount equal to the aggregate

     principal amount of the Transfer Restricted Securities tendered in such

     exchange offer by such Holders.



               Exchange Offer Registration Statement: The Registration Statement

     relating to the Exchange Offer, including the related Prospectus.



               Exempt Resales: The transactions in which the Initial Purchasers

     propose to sell the Initial Notes (i) to certain "qualified institutional

     buyers," as such term is defined in Rule 144A under the Securities Act and

     (ii) pursuant to Regulation S under the Securities Act.



               Holders: As defined in Section 2(b) hereof.



               Indemnified Holder: As defined in Section 8(a) hereof.



               Indenture: The Indenture, dated as of January 30, 2003, among the

     Company, the Guarantors and Wells Fargo Bank, National Association, as

     trustee (the "Trustee"), pursuant to which the Notes are to be issued, as

     such Indenture is amended or supplemented from time to time in accordance

     with the terms thereof.



               Initial Purchaser: As defined in the preamble hereto.



               Initial Notes: The 9.125% Senior Subordinated Notes due 2013, of

     the same series under the Indenture as the Exchange Notes, for so long as

     such securities constitute Transfer Restricted Securities.

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