THREE MONTHS ENDED

Exhibit 10(s)

First Amendment to Master Accounts Receivable
Purchase Agreement and Waiver

     This First Amendment to Master Accounts Receivable Purchase Agreement and Waiver (herein, the “Amendment”) is entered into as of October 22, 2007, among LaSalle Bank National Association (the “Bank”), The Scotts Company LLC (the “Company”) and The Scotts Miracle-Gro Company (the “Parent”).

Preliminary Statements

     A. Reference is hereby made to that certain Master Accounts Receivable Purchase Agreement dated as of April 11, 2007 (as amended, the “Purchase Agreement”), among the Company, the Parent and the Bank.

     B. The Company has requested that the Bank (i) waive compliance with certain provisions of the Purchase Agreement, and (ii) amend certain provisions of the Purchase Agreement, and the Bank is willing to do so under the terms and conditions set forth in this Amendment.

     C. Capitalized terms used but not otherwise defined herein shall have the same meaning herein as in the Purchase Agreement.

     Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Waiver.

     The Company has notified the Bank that a Termination Event has occurred under Section 18.1(i) of the Purchase Agreement as a result of the Downgrade of the rating of Home Depot Inc. by S&P on July 5, 2007, from A+ to BBB+ (the “Existing Termination Event”).

     Subject to the conditions precedent set forth in Section 3 below, the Bank hereby waives the Existing Termination Event. The Company and the Parent hereby acknowledge and agree that the occurrence of a Downgrade as set forth in Section 18.1(i) of the Purchase Agreement after the date hereof shall constitute a Termination Event under the Purchase Agreement. Accordingly, at all times following the date hereof, the Company and the Parent shall be in full compliance with all terms, conditions and provisions of the Purchase Agreement.

     Except as specifically waived hereby, all of the terms and conditions of the Purchase Agreement currently in effect shall stand and remain in full force and effect.

Section 2. Amendments to Purchase Agreement.

     Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Purchase Agreement shall be and hereby is amended as follows:

     2.1. Section 1 of the Purchase Agreement is hereby amended by deleting from the definition of “Margin” contained therein the reference to “0.60%” and replacing it with “0.75%”.

Section 3. Conditions Precedent.

     The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

     3.1. The Company, the Parent and the Bank shall have executed and delivered this Amendment.

     3.2. The Bank shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment and the other documents referred to above to the extent the Bank or its counsel may reasonably request.

     If this Amendment becomes effective, the change in the definition of Margin shall take effect on October 22, 2007, for all purposes of the Purchase Agreement.

Section 4. Representations.

     In order to induce the Bank to execute and deliver this Amendment, the Company hereby represents to the Bank that as of the date hereof, the representations and warranties set forth in the Purchase Agreement are and shall be and remain true and correct and the Company is in compliance with the terms and conditions of the Purchase Agreement and no Termination Event or event which, with notice or lapse of time or both, would constitute a Termination Event thereunder exists or shall result after giving effect to this Amendment.

Section 5. Miscellaneous.

     5.1. Except as specifically amended herein, the Purchase Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Purchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to any of the foregoing, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby.

     5.2. The Company agrees to pay on demand all costs and expenses of or incurred by the Bank in connection with the negotiation, preparation, execution and delivery of this Amendment and the other instruments and documents to be executed and delivered in connection herewith, including the reasonable fees and expenses of counsel for the Bank.

     5.3. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall

constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of New York.

[Signature Page to Follow]

     This First Amendment to Purchase Agreement and Waiver is entered into as of the date and year first above written.

		The Scotts Company LLC
		By
				Name Title		/s/ Scott M. Haefke   VP, Treasurer
		The Scotts Miracle-Gro Company
		By
				Name Title		/s/ David C. Evans   CFO
Accepted and agreed to.
		LaSalle Bank National Association
		By
				Name		/s/ Ted Lape
				Title		Senior Vice President