Exhibit 10.5

                            ADDENDUM NO. 2 TO AMENDED
                            AND RESTATED GROUND LEASE


         This ADDENDUM NO. 2 TO AMENDED AND RESTATED GROUND LEASE (this
"ADDENDUM") is made as of December 18, 1997, by and between The Irvine Company,
a corporation ("LANDLORD") and HINES HORTICULTURE, INC., a California
corporation ("TENANT").

                                    RECITALS
                                    --------

         A. Landlord and Tenant are parties to that certain Amended and Restated
Ground Lease dated September 1, 1996 (the "ORIGINAL LEASE"), as amended by
Addendum No. 1 to Amended and Restated Ground Lease dated as of October 26, 1996
("ADDENDUM NO. 1"). The Original Lease and Addendum No. 1 are sometimes
hereinafter collectively referred to as (the "LEASE").

         B. At the time of the Original Lease, the parties were unable to agree
on a metes and bounds legal description of the leased premises, and the primary
purpose of Addendum No. 1 was to substitute the new more precise legal
description.

         C. For purposes of several of the provisions of the Lease, the leased
premises was divided into Areas A, B, and C. Such Areas were shown on EXHIBIT C
to the Original Lease, and Addendum No. 1 substituted in lieu of that exhibit,
EXHIBIT C to Addendum No. 1 (the "NEW EXHIBIT C"). Inadvertently, the New
Exhibit C transposed the designations of Area A and Area B. The parties now
desire to correct that mistake.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, in consideration of the foregoing premises and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant agree as follows:

         1. NEW EXHIBIT C. EXHIBIT C to the Lease (which was attached as EXHIBIT
C to Addendum No. 1) is deleted in its entirety, and EXHIBIT C attached hereto
is substituted in lieu thereof. Landlord and Tenant agree that the only
difference between EXHIBIT C attached hereto and EXHIBIT C attached to Addendum
No. 1 is the transposition of the designation of Parcels A and B. Reference in
the Lease to EXHIBIT C shall be deemed to be reference to EXHIBIT C attached
hereto.

         2. CONTINUED EFFECT. Except as specifically modified herein, the Lease
shall continue in full force and effect.






         IN WITNESS WHEREOF, the parties hereto have executed this Addendum No.
2 to Amended and Restated Ground Lease as of the day and year first above
written.




"LANDLORD"                                   "TENANT"


THE IRVINE COMPANY,                          HINES HORTICULTURE, INC.,
a corporation                                a California corporation



By:/S/  CHICK C. WILLETTE                    By:/S/  E.G. SUMMERS
   ---------------------------------            -----------------
         Chick C. Willette,                  Title:            V.P.
         Senior Vice President                     ----------------



By:/S/  PETER CHANGALA
         Peter Changala,
         Assistant Secretary



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