EXHIBIT 24

                                POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Thomas Dearmin and Nancy Miesen, each acting individually
and signing singly, as the undersigned's true and lawful attorney-in-fact, with
full power and authority to:

      (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of U.S. Home&
Garden Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, as amended from time to
time (the "Exchange Act"), and any successor forms to Forms 3, 4 and 5 or other
forms or reports the undersigned may be required to file in connection with the
undersigned's ownership, acquisition, or disposition of securities of the
Company;

      (2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

      (3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

      The undersigned acknowledges that:

      (1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

      (2) any documents prepared and/or executed by either such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;

      (3) neither the Company nor either of such attorneys-in-fact assumes (i)
any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and

      (4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.



      The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 (or any successor
forms adopted under the Exchange Act) with respect to the undersigned's holdings
of and transactions in securities issued by the Company, unless earlier revoked
by the undersigned in a signed writing delivered to each such attorney-in-fact.


      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of March, 2004.


                               /s/ Joseph Hayden
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                               Signature


                               Joseph Hayden
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                               Print Name