NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL,
      IN A
      GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
      NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
      THE
      SECURITIES.

     

    THIS
      WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
      IS
      NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(c)
OF
      REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED.

     

    


    Void
      after 5:00 p.m., Mountain time on February ___, 2012

    


    COMMON
      STOCK PURCHASE WARRANT

    


    OF

    


    AEROGROW
      INTERNATIONAL, INC.

    


     

    AEROGROW
      INTERNATIONAL, INC., a Nevada corporation (the “Company”), hereby certifies
      that, for value received, ______________ (the “Warrant Holder” and collectively
      with all other holders of Warrants issued pursuant to the Securities Purchase
      Agreement defined below, the “Warrant Holders”) is the owner of this Warrant to
      purchase, at any time during the period commencing on the Commencement Date
      (as
      defined in Section 2.1)
      and
      ending on the Expiration Date (as defined Section 2.5),
      up to
      __________ fully paid and non-assessable shares of common stock, par value
      $0.001 per share, of the Company (“Common Stock”) at a per share purchase price
      equal to the Exercise Price (as defined in Section 1.2)
      in
      lawful money of the United States of America. This Warrant is part of the duly
      authorized issuance of up to ____________ Units, each Unit consisting of one
      share of Common Stock and a warrant to purchase one share of Common Stock,
      issued or to be issued by the Company as part of a certain private offering
      (“Offering”) pursuant a Securities Purchase Agreement dated March 12, 2007
      between the Buyers (as defined therein) and the Company (the “Securities
      Purchase Agreement”). The warrants issued pursuant to the Securities Purchase
      Agreement are referred to herein as the “Warrants”. 

     

    1.    WARRANT;
      EXERCISE PRICE.

     

    1.1    Each
      share of Common Stock to which the Warrant Holder is entitled to purchase
      pursuant to this Warrant is referred to herein individually as a “Warrant Share”
and severally, the “Warrant Shares.”

     

    1.2    The
      purchase price payable upon exercise (“Exercise Price”) shall be $8.25 per
      share, subject to adjustment as provided in Section
      8. 

     

    2.    EXERCISE
      OF WARRANT; EXPIRATION DATE.
      

     

    2.1    Exercise
      of Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)    Exercise
      for Cash.
      This
      Warrant is exercisable during the period commencing on February ___, 2006
      (“Commencement Date”) and ending on the Expiration Date, in whole, or from time
      to time, in part, at the option of the Warrant Holder, upon surrender of this
      Warrant to the Company, or such other person as the Company may designate,
      together with a duly completed and executed form of exercise attached hereto
      (indicating exercise by payment of the Exercise Price) and payment of an amount
      equal to the then applicable Exercise Price multiplied by the number of Warrant
      Shares then being purchased upon such exercise. The payment of the Exercise
      Price shall be in cash or by certified check or official bank check, payable
      to
      the order of the Company.

     

    (b)    Cashless
      Exercise.
      In lieu
      of exercising the Warrant pursuant to Section 2.1(a), this Warrant may be
      exercised during any period commencing on the first anniversary of the closing
      of the Offering and ending on the Expiration Date during which a valid Company
      prospectus covering the public re-sale of the Warrant Shares is not available
      to
      the Warrant Holder, in whole, or from time to time, in part, at the option
      of
      the Warrant Holder, upon surrender of the Warrant to the Company, or such other
      person as the Company may designate, together with a duly completed and executed
      form of exercise attached hereto (indicating exercise by cashless exercise),
      specifying the number of shares to be purchased upon exercise. The number of
      Warrant Shares to be issued to the Warrant Holder upon such cashless exercise
      shall be computed using the following formula:

     

    
      	
              X
                =
                (P)(Y)(A-B)/A

            
	
              Where

            	
              X
                =

            	
              the
                number of shares of Warrant Shares to be issued to the Warrant Holder
                for
                the Warrant being converted.

            
	
               

            	
               

            	
              P
                =

            	
              the
                number of shares of Common Stock being purchased on exercise expressed
                as
                a decimal fraction.

            
	
               

            	
               

            	
              Y
                =

            	
              the
                total number of Warrant Shares issuable upon exercise of the Warrant
                in
                full.

            
	
               

            	
               

            	
              A
                =

            	
              the
                fair market value of one Warrant Share which shall mean the "last
                sale
                price" as determined in accordance with Section 2.4.

            
	
               

            	
               

            	
              B
                =

            	
              the
                Exercise Price on the date of
                conversion.

            


    

     

    2.2    Effectiveness.
      Each
      exercise of a Warrant shall be deemed to have been effected immediately prior
      to
      the close of business on the day on which such Warrant shall have been
      surrendered to the Company as provided in Section
      2.1.
      At such
      time, the person or persons in whose name or names any certificates for Warrant
      Shares shall be issuable upon such exercise as provided in Section
      2.3
      below
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates.

     

    2.3    Issuance.
      As soon
      as practicable after the exercise of this Warrant, in full or in part, the
      Company, at its expense, will use its best efforts to cause to be issued in
      the
      name of, and delivered to, the Warrant Holder, or, subject to the terms and
      conditions hereof, to such other individual or entity as such Warrant Holder
      may
      direct: 

     

    (a)    
      a
      certificate or certificates for the number of full Warrant Shares to which
      such
      Warrant Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Warrant Holder would otherwise be entitled,
      cash
      in an amount determined pursuant to Section
      2.4
      hereof,


     

    (b)    
      in
      case
      such exercise is in part only, a new Warrant (dated the date hereof) of like
      tenor, stating on the face or faces thereof the number of shares currently
      stated on the face of this Warrant minus the number of such shares purchased
      by
      the Warrant Holder upon such exercise as provided in Section
      2.1
      (prior
      to any adjustments made thereto pursuant to the provisions of this Warrant),
      and


     

    The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall round down to the next whole share.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.4    Price.
“Last
      sale price” means (i) if the Common Stock is listed on a national securities
      exchange or quoted on the Nasdaq National Market, Nasdaq Capital Markets or
      NASD
      OTC Bulletin Board (or successor
      such as the Bulletin Board Exchange), the closing bid price of the Common Stock
      in the principal trading market for the Common Stock as reported by the
      exchange, Nasdaq or the NASD, as the case may be, (ii) if the Common Stock
      is
      not listed on a national securities exchange or quoted on the Nasdaq National
      Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor
      such
      as the Bulletin Board Exchange), but is traded in the residual over-the-counter
      market, the closing bid price for the Common Stock on the last trading day
      preceding the date in question for which such quotations are reported by the
      Pink Sheets, LLC or similar publisher of such quotations, and (iii) if the
      fair
      market value of the Common Stock cannot be determined pursuant to clause (i)
      or
      (ii) above, such price as the Board of Directors of the Company shall determine,
      in good faith. 

     

    2.5    Expiration
      Date.
      The
      term “Expiration Date” shall mean 5:00 p.m., Mountain time on February ___,
      2012, or if such date shall in the State of Colorado be a holiday or a day
      on
      which banks are authorized to close, then 5:00 p.m., Mountain time the next
      following day which in the State of Colorado is not a holiday or a day on which
      banks are authorized to close.

    


    3.    REGISTRATION
      AND TRANSFER ON COMPANY BOOKS.
      

     

    3.1    The
      Company (or an agent of the Company) will maintain a register containing the
      names and addresses of the Warrant Holders. Any Warrant Holder may change its,
      his or her address as shown on the warrant register by written notice to the
      Company requesting such change. 

     

    3.2    The
      Company shall register upon its books any transfer of a Warrant upon surrender
      of same as provided in Section
      5.
      

     

    4.    RESERVATION
      OF SHARES.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such Warrant Shares and other stock,
      securities and property, as from time to time shall be issuable upon the
      exercise of this Warrant. The Company covenants that all shares of Warrant
      Shares so issuable when issued will be duly and validly issued and fully paid
      and non-assessable. 

     

    5.    EXCHANGE,
      LOSS OR MUTILATION OF WARRANT.
      This
      Warrant is exchangeable, without expense, at the option of the Warrant Holder,
      upon presentation and surrender hereof to the Company for other warrants of
      different denominations entitling the holder thereof to purchase in the
      aggregate the same number of shares of Common Stock purchasable hereunder on
      the
      same terms and conditions as provided herein. Subject to the provisions of
      Section
      6,
      if
      applicable, this Warrant may be divided or combined with other warrants which
      carry the same rights upon presentation of such warrants at the Company’s office
      together with a written notice specifying the names and denominations in which
      new warrants are to be issued and signed by the Warrant Holder hereof. The
      term
“Warrant” as used herein includes any warrants into which this Warrant may be
      divided or exchanged. Upon receipt by the Company of reasonable evidence of
      the
      ownership and the loss, theft, destruction or mutilation of this Warrant and,
      in
      the case of loss, theft or destruction, receipt of indemnity reasonably
      satisfactory to the Company, or, in the case of mutilation, upon surrender
      and
      cancellation of the mutilated Warrant, the Company shall execute and deliver
      in
      lieu thereof a new Warrant of like tenor and date representing an equal number
      of shares of Common Stock. 

     

    6.    LIMITATION
      ON EXERCISE AND SALES.
      

     

    6.1    Each
      Warrant Holder acknowledges that the Warrants and the Warrant Shares have not
      been registered under the Securities Act of 1933, as amended (“the Securities
      Act”) and the rules and regulations thereunder, or any successor legislation,
      and agrees not to sell, pledge, distribute, offer for sale, transfer or
      otherwise dispose of any Warrant, or any Warrant Shares issued upon its
      exercise, in except in compliance with the requirements of Section
      6.2.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      6.2    This
        Warrant and the rights granted to the Warrant Holder are transferable only
        to
        Accredited Investors (as defined in Section 502 of the Securities Act) in
        whole
        or in part, upon surrender of this Warrant,
        together with a properly executed assignment in the form attached hereto,
        at the
        office or to the agent of the Company; provided,
        however, that
        if
        at the time of the surrender of this Warrant in connection with any exercise,
        transfer or exchange of this Warrant, this Warrant (or, in the case of any
        exercise, the Warrant Shares issuable hereunder), shall not be registered
        for
        resale under the Securities Act or under applicable state securities or blue
        sky
        laws, then the Company may require, as a condition of allowing such exercise,
        transfer or exchange, (i) a written opinion of counsel, which opinion and
        counsel are acceptable to the Company, to the effect that such exercise,
        transfer or exchange may be made without registration under the Securities
        Act
        or under applicable state securities or blue sky laws, (ii) that any transferee
        of the Warrant execute and deliver to the Company a document containing
        investment representations and warranties substantially similar to those
        set
        forth in the Securities Purchase Agreement pursuant to which the initial
        Warrant
        Holder acquired this Warrant, and (iii) prior to exercise of the Warrant,
        the
        Warrant Holder shall have executed the form of exercise annexed
        hereto.

    

     

    6.3    Certificates
      delivered to the Warrant Holder upon exercise hereof shall be imprinted with
      a
      legend in substantially the following form if such Warrant Shares are not
      registered at the time of exercise: 

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
      SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
      SECURITIES.

     

    THIS
      WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
      IS
      NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(c)
OF
      REGULATION D OF THE SECURITIES ACT
      OF 1933, AS AMENDED.

     

     

    7.    REGISTRATION
      RIGHTS OF WARRANT HOLDER.
      The
      initial Warrant Holder (and certain permitted assignees thereof) is entitled
      to
      the benefit of registration rights in respect of Warrant Shares in accordance
      with and subject to the terms and conditions of the Registration Rights
      Agreement executed and delivered by the initial Warrant Holder and the Company.
      

     

    8.    ADJUSTMENT
      OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE.
      The
      Exercise Price and the number of Warrant Shares purchasable pursuant to each
      Warrant shall be subject to adjustment from time to time as hereinafter set
      forth in this Section
      8: 

     

    (a)    If
      the
      Company shall (i) issue any shares of its Common Stock as a stock dividend
      or
      (ii) subdivide the number of outstanding shares of its Common Stock into a
      greater number of shares, the Exercise Price shall be proportionately reduced
      and the number of Warrant Shares at that time purchasable pursuant to this
      Warrant shall be proportionately increased. If the Company shall reduce the
      number of outstanding shares of Common Stock by combining such shares into
      a
      smaller number of shares, the Exercise Price per Warrant Share shall be
      proportionately increased and the number of Warrant Shares at that time
      purchasable pursuant to this Warrant shall be proportionately decreased. If
      the
      Company shall, at any time during the life of this Warrant, declare a dividend
      payable in cash on its Common Stock and shall at substantially the same time
      offer to its stockholders a right to purchase new Common Stock from the proceeds
      of such dividend or for an amount substantially equal to the dividend, for
      purposes of this Warrant, all Common Stock so issued shall be deemed to have
      been issued as a stock dividend. Any dividend paid or distributed upon the
      Common Stock in stock of any other class of securities convertible into shares
      of Common Stock shall be treated as a dividend paid in Common Stock to the
      extent that shares of Common Stock are issuable upon conversion
      thereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)    If
      the
      Company shall be recapitalized by reclassifying its outstanding Common Stock,
      (other than a change in par value or a subdivision or combination as provided
      in
Section
      8(a)),
      or the
      Company or a successor corporation shall consolidate or merge with or convey
      all
      or substantially all of its or of any successor corporation’s property and
      assets to any other corporation or corporations (any such other corporations
      being included within the meaning of the term “successor corporation”
hereinbefore used), then, as a condition of such recapitalization,
      consolidation, merger or conveyance, lawful and adequate provision shall be
      made
      whereby the Warrant Holder shall thereafter have the right to receive upon
      the
      exercise hereof the kind and amount of shares of stock or other securities
      or
      property which such Warrant Holder would have been entitled to receive if,
      immediately prior to any such reorganization or reclassification, such Warrant
      Holder had held the number of shares of Common Stock which were then purchasable
      upon the exercise of this Warrant. In any such case, appropriate adjustment
      shall be made in the application of the provisions set forth herein with respect
      to the rights and interest thereafter of the Warrant Holder such that the
      provisions set forth in this Section
      8
      (including provisions with respect to adjustment of the Exercise Price and
      number of shares purchasable upon the exercise of this Warrant) shall thereafter
      be applicable, as nearly as may be in relation to any shares of stock or other
      securities or property thereafter deliverable upon the exercise of this
      Warrant.

     

    (c)    If
      the
      Company shall sell all or substantially all of its property or dissolve,
      liquidate, or wind up its affairs, lawful provision shall be made as part of
      the
      terms of any such sale, dissolution, liquidation or winding up, so that the
      holder of this Warrant may thereafter receive upon exercise hereof in lieu
      of
      each Warrant Share that it would have been entitled to receive, the same kind
      and amount of any securities or assets as may be issuable, distributable or
      payable upon any such sale, dissolution, liquidation or winding up with respect
      to each share of Common Stock of the Company, provided,
      however,
      that in
      any case of any such sale or of dissolution, liquidation or winding up, the
      right to exercise this Warrant shall terminate on a date fixed by the Company;
      such date so fixed to be not earlier than 5:00 p.m., Mountain time, on the
      45th
      day next succeeding the date on which notice of such termination of the right
      to
      exercise this Warrant has been given by mail to the registered holder of this
      Warrant at its address as it appears on the books of the Company.

     

    (d)    No
      adjustment in the per share Exercise Price shall be required unless such
      adjustment would require an increase or decrease in the Exercise Price by at
      least $0.01; provided,
      however,
      that
      any adjustments that by reason of this subsection are not required to be made
      shall be carried forward and taken into account in any subsequent adjustment.
      All calculations under this Section
      8
      shall be
      made to the nearest cent or to the nearest 1/100th
      of a
      share, as the case may be.

     

    (e)    The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder by the Company but will at all times in good faith assist
      in
      the carrying out of all the provisions of this Section
      8
      and in
      the taking of all such actions as may be necessary or appropriate in order
      to
      protect against impairment of the rights of the Warrant Holder to adjustments
      in
      the Exercise Price.

     

    (f)    Upon
      the
      happening of any event requiring an adjustment of the Exercise Price hereunder,
      the Company shall give written notice thereof to the Warrant Holder stating
      the
      adjusted Exercise Price and the adjusted number of Warrant Shares resulting
      from
      such event and setting forth in reasonable detail the method of calculation
      and
      the facts upon which such calculation is based.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    9.    VOLUNTARY
      ADJUSTMENT BY THE COMPANY.
      The
      Company may, at its option, at any time during the term of this Warrant, reduce
      the then current Exercise Price to any amount deemed appropriate by the Board
      of
      Directors of the Company and/or extend the date of the expiration of this
      Warrant. 

     

    10.    RIGHTS
      OF THE HOLDER.
      The
      Warrant Holder shall not, by virtue hereof, be entitled to any rights of a
      stockholder in the Company, either at law or equity, and the rights of the
      Warrant Holder are limited to those expressed in this Warrant and are not
      enforceable against the Company except to the extent set forth herein.


     

    11.    NOTICES
      OF RECORD DATE.
      In
      case: (a) the Company shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time deliverable upon the exercise of this
      Warrant) for the purpose of entitling or enabling them to receive any dividend
      or other distribution, or to receive any right to subscribe for or purchase
      any
      shares of any class or any other securities, or to receive any other right,
      or
      (b) of any capital reorganization of the Company, any reclassification of the
      capital stock of the Company, any consolidation or merger of the Company with
      or
      into another corporation (other than a consolidation or merger in which the
      Company is the surviving entity), or any transfer of all or substantially all
      of
      the assets of the Company, or (c) of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the Warrant Holder a notice
      specifying, as the case may be: (i) the date on which a record is to be taken
      for the purpose of such dividend, distribution or right, and stating the amount
      and character of such dividend, distribution or right, or (ii) the effective
      date on which such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up is to take place, and the
      time,
      if any is to be fixed, as of which the holders of record of Common Stock (or
      such other stock or securities at the time deliverable upon the exercise of
      this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, transfer,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least 20
      days prior to the record date or effective date for the event specified in
      such
      notice, provided that the failure to mail such notice shall not affect the
      legality or validity of any such action.

     

    12.    SUCCESSORS.
      The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective permitted heirs,
      successors, assigns, pledgees, transferees and purchasers. 

     

    13.    CHANGE
      OR WAIVER.
      Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against whom enforcement of the change or waiver is sought.
      

     

    14.    HEADINGS.
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant.

     

    15.    GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Colorado as such laws are applied to contracts made and to be fully
      performed entirely within that state between residents of that
      state.

     

    16.    JURISDICTION
      AND VENUE.
      The
      Company and the Warrant Holder (i) agree that any legal suit, action or
      proceeding arising out of or relating to this Warrant shall be instituted
      exclusively in the federal courts located in Denver, Colorado, U.S.A., (ii)
      waive any objection to the venue of any such suit, action or proceeding and
      the
      right to assert that such forum is not a convenient forum, and (iii) irrevocably
      consent to the jurisdiction of the federal courts located in Denver, Colorado,
      U.S.A. in any such suit, action or proceeding, and the Company further agrees
      to
      accept and acknowledge service or any and all process that may be served in
      any
      such suit, action or proceeding in the federal courts located in Denver,
      Colorado, U.S.A. in person or by certified mail addressed as provided in
      Section 18.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    17.    AMENDMENT
      AND WAIVER.
      Any
      amendment or waiver of any of the terms or conditions of the Warrants by the
      Company must be in writing and must be duly executed by the Company or on its
      behalf. Any of
      the
      terms or conditions of the Warrants may be amended or waived by the Warrant
      Holders only upon the written consent of Warrant Holders representing 51% of
      the
      Warrants then outstanding. Any such amendment or waiver shall be binding on
      all
      Warrant Holders whether they consented or not or whether their consent was
      solicited or not. The failure of a party to exercise any of its rights hereunder
      or to insist upon strict adherence to any term or condition hereof on any one
      occasion shall not be construed as a waiver or deprive that party of the right
      thereafter to insist upon strict adherence to the terms and conditions of this
      Warrant at a later date. Further, no waiver of any of the terms and conditions
      of this Warrant shall be deemed to or shall constitute a waiver of any other
      term of condition hereof (whether or not similar).

     

    18.    MAILING
      OF NOTICES, ETC.
      All
      notices and other communications under this Warrant (except payment) shall
      be in
      writing and shall be sufficiently given if delivered to the addressees in
      person, by Federal Express or similar overnight courier service, or if mailed,
      postage prepaid, by certified mail, return receipt requested, as follows:


     

    
      	 	
              Registered
                

              Holder

            	
              :

            	
              To
                his or her last known address as indicated on the Company’s books and
                records.

            


    

    


    
      	 	
              The
                

              Company

            	
              :

            	
              To
                the Company’s Chief Executive Officer at the address of the Company’s
                principal office as set forth in the last filing by the Company with
                the
                Securities and Exchange Commission 

            


    

     

    or
      to
      such other address as any of them, by notice to the others, may designate from
      time to time. Notice shall be deemed given (a) when personally delivered, (b)
      on
      the scheduled delivery date if sent by Federal Express or other overnight
      courier service or (c) the fifth day after sent by certified mail.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer as of the ____ day of March, 2007.

     

    


    
      	 	 	 
	 	AEROGROW
              INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Michael
              Bissonnette, CEO 


    

     

    
      
        
        

      

      
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    Notice
      of Exercise

    To
      be
      Executed by the Warrant Holder

    in
      Order
      to Exercise Warrant

     

    The
      undersigned Warrant Holder hereby irrevocably elects to exercise the attached
      Warrant for ______ shares of Common Stock represented by this Warrant by:


    


    (check
      one)

     ̈
      payment
      of the Exercise Price in cash pursuant to Section 2.1(a) of the
      Warrant

     ̈
      the
      cashless exercise option pursuant to Section 2.1(b) of the Warrant

     

    for
      the
      shares of Common Stock issuable upon the exercise of such Warrant, and requests
      that certificates for such shares of Common Stock shall be issued in the name
      of


     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    


    
      	
               

            


    

     

     
      

    
      	 
	 
	 


    

    (Please
      print or type name and address)

    and
      be
      delivered to

     

     

    
      
        	 
	 
	 


      

    

    (Please
      print or type name and address)

    


    and
      if
      such number of shares of Common stock shall not be all the shares of Common
      Stock into which this Warrant may be exercised, that a new Warrant for the
      balance of such shares of Common Stock be registered in the name of, and
      delivered to, the registered Warrant Holder at the address stated
      above.

     

    
      
        
        

      

      
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    The
      undersigned hereby represents and warrants to the Company that it is an
“Accredited Investor” within the meaning of Rule 501(c) of Regulation D of the
      Securities Act of 1933, as amended (the “Securities Act”), and is acquiring
      these securities for its own account and not with a view to, or for sale in
      connection with, any distribution thereof, nor with any present intention of
      distributing or selling the same provided, however, the undersigned may sell
      such securities in accordance with federal and state securities laws. The
      undersigned further represents that it does not have any contract, agreement,
      understanding or arrangement with any person to sell, transfer or grant the
      shares of Common Stock issuable under this Warrant. The undersigned understands
      that the shares it will be receiving are “restricted securities” under federal
      securities laws inasmuch as they are being acquired from AEROGROW INTERNATIONAL,
      INC., in transactions not including any public offering and that under such
      laws, such shares may only be sold pursuant to an effective and current
      registration statement under the Securities Act or an exemption from the
      registration requirements of the Securities Act and any other applicable
      restrictions including the requirements of state securities and “blue sky” laws,
      in which event a legend or legends will be placed upon the certificate(s)
      representing the Common Stock issuable under this Warrant denoting such
      restrictions. The undersigned understands and acknowledges that the Company
      will
      rely on the accuracy of these representations and warranties in issuing the
      securities underlying the Warrant.

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	
              Dated:
                _______________

            	 	__________________________________________
	 	
              (Signature
                of Registered Holder)

            
	 	 


    

     

    
      
        
        

      

      
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    ASSIGNMENT
      FORM

    To
      be
      executed by the Warrant Holder

    in
      order
      to Assign Warrants

    


    FOR
      VALUE
      RECEIVED,____________________________________ hereby sell, assigns and transfer
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    


    
      	
               

            


    

     

     

    
      
        	 
	 
	 
	 
	 


      

    

    (Please
      print or type name and address)

    


     

    ______________________
      of the shares of Common Stock into which this Warrant is exercisable, and hereby
      irrevocably constitutes and appoints ________________________ Attorney to
      transfer this Warrant on the books of the Company, with full power of
      substitution in the premises.

     

    
      
        	 	 	 
	 	 
	 
 	 
 	 
 
	
                Dated:
                  _______________

              	 	__________________________________________
	 	
                (Signature
                  of Registered Holder)

              
	 	 


      

      
 

    

    CERTIFICATION
      OF STATUS OF TRANSFEREE

    TO
      BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT

    


    The
      undersigned transferee hereby certifies to the registered holder of this Warrant
      and to AEROGROW INTERNATIONAL, INC. that the transferee is an “Accredited
      Investor” within the meaning of Rule 501 of Regulation D of the Securities Act
      of 1933, as amended.

    
       

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	
                Dated:
                  _______________

              	 	__________________________________________
	 	
                (Signature
                  of Transferee)

              
	 	 


      

      
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