CONTACTS:
                                             Jennifer R. Wall
                                             D.F. King & Co., Inc.
                                             212/269-5550

     FOR IMMEDIATE RELEASE

                    GROW GROUP ACCEPTS $22.00 BID FROM ICI

                   ICI OUTBIDS SHERWIN-WILLIAMS IN AUCTION

               New York, New York, May 22, 1995 ... Grow Group, Inc.
     ("Grow") (NYSE: GRO) announced today that it has accepted an
     increased bid of $22.00 per share from Imperial Chemical Industries
     PLC ("ICI").  Grow and ICI have entered into an Amendment to their
     Merger Agreement to provide for the increase in price.

               On May 17, 1995, Grow announced that its Board of
     Directors had instituted a formal bidding process.  In a letter
     delivered to both ICI and The Sherwin-Williams Company ("Sherwin-
     Williams") on that date, Grow stated that the bidding "rules and
     procedures are designed to constitute a single and final round of
     bids, and accordingly each of you should submit your best and
     highest offer."

               Prior to the noon bidding deadline on May 21, 1995, ICI
     submitted its $22.00 per share bid and Sherwin-Williams submitted a
     $20.00 per share bid.

               In submitting its bid, Sherwin-Williams stated that it
     has serious concerns with, and does not agree to be bound by, the
     bidding procedures established last week by Grow's Board of
     Directors, and Sherwin-Williams reserved the right to submit
     further bids.

               Grow's Board of Directors is unanimously recommending
     that all shareholders tender their shares pursuant to ICI's amended
     $22.00 offer.  Grow's Board of Directors also unanimously
     determined to modify its prior neutral recommendation with respect
     to Sherwin-Williams' pending tender offer and is now recommending
     that shareholders not tender to Sherwin-Williams.

               Russell Banks, Grow's President and Chief Executive
     Officer, stated:  "We are extremely pleased that both ICI and
     Sherwin-Williams participated in the formal bidding process and
     increased their prior bids.  We believe that Grow's shareholders
     have benefited greatly from the auction process established by the
     Board, and we look forward to the prompt completion of Grow's
     acquisition by ICI."

               The Amended Merger Agreement with ICI continues to
     provide for the $8 million "break-up" fee previously agreed to
     between ICI and Grow.  In addition, as ICI and Sherwin-Williams
     were previously advised, the Amended Merger Agreement provides for
     an additional $16 million "break-up" fee in the event that the
     agreement with ICI is terminated under certain circumstances and
     Grow is thereafter acquired by another party within six months
     after such termination.  The identical "break-up" fees would have
     been included in an agreement with Sherwin-Williams had Sherwin-
     Williams submitted the winning bid.

               In accordance with the terms of an existing agreement
     between ICI and Corimon, a Venezuelan company which owns
     approximately 25% of Grow's shares, Corimon will sell its shares to
     ICI at a price of $21.40 per share.  ICI's purchase of the shares
     owned by Corimon is conditioned upon ICI's prior consummation of
     its tender offer.