May 21, 1995

          BY HAND DELIVERY

          Board of Directors
          Grow Group, Inc.
          200 Park Avenue
          New York, NY  10166

          Dear Sirs:

                    As you know, Sherwin-Williams has serious
          concerns with the auction procedures outlined in Daniel
          Stoller's May 17 letter.  Sherwin-Williams strongly
          believes that an open, multiple round bidding process is
          the most effective means of ensuring that Grow's
          stockholders receive the highest value for their Grow
          stock.

                    On May 8, 1995, Sherwin-Williams commenced a
          cash tender offer at a price of $19.50 per share of Grow
          common stock.  As of the time we are submitting this
          letter to you, the Sherwin-Williams bid is the highest
          offer by a substantial margin being presented to Grow's
          stockholders.  Nonetheless, because Sherwin-Williams
          wishes to be constructive in your effort to bring the
          auction process to a swift conclusion, by means of this
          letter and the enclosed merger agreement Sherwin-Williams
          hereby offers to purchase all of the outstanding shares
          of Grow's common stock at a price of $20.00 per share in
          cash.

                    Sherwin-Williams is prepared to respond
          promptly to a higher bid submitted by ICI.  Accordingly,
          in order for you to obtain the best value for your
          stockholders, it is essential that Sherwin-Williams be
          given an opportunity to participate further in an ongoing
          bidding process.  Thus, we expect you will promptly
          advise us of any ICI proposal that is equal to or in
          excess of our offer in order to permit us the opportunity
          to respond quickly to any proposal ICI may make, and we
          request that you do so.

                    Enclosed with this letter are two originally
          executed copies of an Agreement and Plan of Merger in the
          same form as the "Sherwin-Williams Form of Merger
          Agreement" that Mr. Stoller delivered to our counsel on
          May 18, 1995 reflecting our $20.00 cash offer.

                    We urge you not to enter into any binding
          agreement with ICI or any other party, particularly one
          containing a break-up fee or other provisions that could
          prevent your stockholders from receiving maximum value
          for their shares, without first giving us the opportunity
          to make a better bid.

                    This letter is not intended to, and does not,
          conform to the bidding procedures set forth in Mr.
          Stoller's May 17 letter.  Sherwin-Williams expressly
          reserves the right to submit this bid and any further
          bids which do not conform to such procedures.  We do not
          agree to be bound by any of the limitations purportedly
          imposed under those procedures, including the purported
          requirement to accept any determination of Grow's Board
          as to the manner of bidding, the Grow Board's
          determination of the "winning" bid, or the purported
          requirement that the "losing" bidder withdraw its tender
          offer and not make any further offer.

                    We look forward to hearing from you as soon as
          possible.  You can contact me at any time through Rogers
          & Wells at 878-8281.

                                        Sincerely,

                                        Conway G. Ivy