REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
      "Agreement"),
      dated
      as of March 12, 2007, by and among AeroGrow International, Inc., a Nevada
      corporation
      with
      headquarters located at
      6075
      Longbow Drive, Suite 200, Boulder, Colorado 80301 (the "Company"),
      and
      the undersigned buyers (each, an "Investor",
      and
      collectively, the "Investors"
      as
      listed on Exhibit A).

     

    WHEREAS:

     

    A.    In
      connection with the Securities Purchase Agreement by and among the parties
      hereto dated as of March 12, 2007 (the "Securities
      Purchase Agreement"),
      the
      Company has agreed, upon the terms and subject to the conditions set forth
      in
      the Securities Purchase Agreement, to issue and sell to each Investor (i) shares
      of the Company's common stock, par value $0.001 per share (the "Common
      Stock"),
      and
      (ii) warrants (the "Warrants")
      which
      will be exercisable to purchase shares of Common Stock (as exercised,
      collectively the "Warrant
      Shares")
      in
      accordance with the terms of the Warrants.

     

    B.    To
      induce
      the Investors to execute and deliver the Securities Purchase Agreement, the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the "1933
      Act"),
      and
      applicable state securities laws.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and each of the Investors hereby agree as
      follows:

     

    1.    Definitions.
      

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Securities Purchase Agreement. As used in this
      Agreement, the following terms shall have the following meanings:

     

    a.  "Business
      Day"
      means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the City of New York are authorized or required by law to remain
      closed.

     

    b.  "Closing
      Date"
      shall
      have the meaning set forth in the Securities Purchase Agreement.

     

    c.  "Effective
      Date"
      means
      the date the Registration Statement is declared effective by the
      SEC.

     

    d.  "Effectiveness
      Deadline"
      means
      the date that is 180 days after the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e.  "Filing
      Date"
      means
      the date on which the Registration Statement (as defined below) is filed with
      the SEC.

     

    f.  "Filing
      Deadline"
      means
      the date that is 15 days after the Closing Date.

     

    g.  "Investor"
      means
      an Investor or any transferee or assignee thereof to whom an Investor assigns
      its rights under this Agreement and who agrees to become bound by the provisions
      of this Agreement in accordance with Section 9 and any transferee or assignee
      thereof to whom a transferee or assignee assigns its rights under this Agreement
      and who agrees to become bound by the provisions of this Agreement in accordance
      with Section 9.

     

    h.  "Person"
      means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    i.  "Public
      Sale"
      means
      any sale of Registrable Securities to the public pursuant to a public offering
      registered under the 1933 Act or to the public through a broker or market-maker
      pursuant to the provisions of Rule 144 (or any successor rule) adopted under
      the
      1933 Act.

     

    j.  "register,"
      "registered,"
      and
      "registration"
      refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 and the declaration or ordering of effectiveness of such Registration
      Statement(s) by the SEC.

     

    j. "Registrable
      Securities"
      means
      (i) the Common Stock, (ii) the Warrant Shares issued or issuable upon exercise
      of the Warrants, and (iii) any capital stock of the Company issued or issuable
      with respect to the Common Stock, the Warrant Shares, or the Warrants as a
      result of any stock split, stock dividend, recapitalization, exchange or similar
      event or otherwise, without regard to any limitations on exercise of the
      Warrants, provided
      that
      Registrable Securities shall not include shares of Common Stock or other
      securities that have been sold in a Public Sale or held by an Investor whose
      entire holdings of Registrable Securities are then eligible for resale without
      registration and without regard to volume or time limitations under Rule 144
      under the 1933 Act, as such rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the SEC.

     

    k.  "Registration
      Statement"
      means a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities. "Registration
      Statement"
      means a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities.

     

    l.  "Required
      Holders"
      means
      the holders of at least a majority of the Registrable Securities.

     

     

    m.  "Required
      Registration Amount"
      means
      the sum of (i) the number of Common Stock issued and, (ii) 100% of the maximum
      number of Warrant Shares issued and issuable pursuant to the Warrants as of
      the
      trading day immediately preceding the applicable date of determination, all
      subject to adjustment as provided in Section 2(d).

     

    
      
        
        

      

      
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    n.  "Rule
      415"
      means
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous or delayed basis.

     

    o.  "SEC"
      means
      the United States Securities and Exchange Commission.

     

    2.    Registration.

     

    a.  Mandatory
      Registration.
      The
      Company shall prepare, and, as soon as practicable, but in no event later than
      the Filing Deadline, file with the SEC the Registration Statement on Form SB-2
      covering the resale of all of the Registrable Securities. In the event that
      Form
      SB-2 is unavailable for such a registration, the Company shall use such other
      form as is available for such a registration on another appropriate form
      reasonably acceptable to the Required Holders, subject to the provisions of
      Section 2(c). The Registration Statement prepared pursuant hereto shall register
      for resale at least the number of shares of Common Stock equal to the Required
      Registration Amount determined as of date the Registration Statement is
      initially filed with the SEC. The Registration Statement shall contain (except
      if otherwise directed by the Required Holders) the "Selling
      Stockholders"
      and
      "Plan
      of Distribution"
      sections in substantially the form attached hereto as Exhibit
      B.
      The
      Company shall use its best efforts to have the Registration Statement declared
      effective by the SEC as soon as practicable, but in no event later than the
      Effectiveness Deadline.

     

    b.  Allocation
      of Registrable Securities.
      The
      initial number of Registrable Securities included in any Registration Statement
      and any increase in the number of Registrable Securities included therein shall
      be allocated pro rata among the Investors based on the number of Registrable
      Securities held by each Investor at the time the Registration Statement covering
      such initial number of Registrable Securities or increase thereof is declared
      effective by the SEC. In the event that an Investor sells or otherwise transfers
      any of such Investor's Registrable Securities in any manner that leaves the
      Common Stock so transferred ineligible for resale without registration, each
      transferee shall be allocated a pro rata portion of the then remaining number
      of
      Registrable Securities included in such Registration Statement for such
      transferor. In no event shall the Company include any securities other than
      Registrable Securities on any Registration Statement without the prior written
      consent of the Required Holders except for up to 66,672 shares of Common Stock
      (or up to 83,340 shares of Common Stock in the event that Additional Units
      (as
      defined in the Securities Purchase Agreement) are issued) issuable by the
      Company upon exercise of warrants issued by the Company to the Placement Agent
      (as defined in the Securities Purchase Agreement) on the Closing
      Date.

     

    c.  Ineligibility
      for Form SB-2 or S-3.
      In the
      event that neither Form SB-2 nor Form S-3 is available for the registration
      of
      the resale of Registrable Securities hereunder, the Company shall (i) register
      the resale of the Registrable Securities on another appropriate form reasonably
      acceptable to the Required Holders and (ii) undertake to register the
      Registrable Securities on Form SB-2 or S-3 as soon as either such form is
      available, provided that the Company shall maintain the effectiveness of the
      Registration Statement then in effect until such time as a Registration
      Statement on Form SB-2 or Form S-3 covering the Registrable Securities has
      been
      declared effective by the SEC.

     

    
      
        
        

      

      
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    d.  Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) is insufficient to cover all of the Registrable
      Securities required to be covered by such Registration Statement or an
      Investor's allocated portion of the Registrable Securities pursuant to Section
      2(b), the Company shall amend the applicable Registration Statement, or file
      a
      new Registration Statement (on the short form available therefor, if
      applicable), or both, so as to cover at least the Required Registration Amount
      as of the trading day immediately preceding the date of the filing of such
      amendment or new Registration Statement, in each case, as soon as practicable,
      but in any event not later than fifteen days after the necessity therefor
      arises. The Company shall use its best efforts to cause such amendment and/or
      new Registration Statement to become effective as soon as practicable following
      the filing thereof. For purposes of the foregoing provision, the number of
      shares available under a Registration Statement shall be deemed "insufficient
      to
      cover all of the Registrable Securities" if at any time the number of shares
      of
      Common Stock available for resale under the Registration Statement is less
      than
      the product determined by multiplying (i) the Required Registration Amount
      as of
      such time less that number of shares of Common Stock that have already been
      sold
      pursuant to transactions covered by the Registration Statement by (ii) 0.90.
      The
      calculation set forth in the foregoing sentence shall be made without regard
      to
      any limitations on the exercise of the Warrants and such calculation shall
      assume that the Warrants are then exercisable for shares of Common Stock at
      the
      then prevailing Exercise Price (as defined in the Warrants).

     

    e.  Effect
      of Failure to File and Obtain and Maintain Effectiveness of Registration
      Statement.
      If,
      during the period from the Closing Date until the second anniversary of the
      Closing Date (i) the Registration Statement covering all of the Registrable
      Securities required to be covered thereby and required to be filed by the
      Company pursuant to this Agreement is (A) not filed with the SEC on or before
      the Filing Deadline (a "Filing
      Failure")
      or (B)
      not declared effective by the SEC on or before the Effectiveness Deadline (an
      "Effectiveness
      Failure")
      or
      (ii) after the Effective Date sales of all of the Registrable Securities
      required to be included on such Registration Statement cannot be made (other
      than during an Allowable Grace Period (as defined in Section 3(p)) pursuant
      to
      such Registration Statement or otherwise (including, without limitation, because
      of a failure to keep such Registration Statement effective, to disclose such
      information as is necessary for sales to be made pursuant to such Registration
      Statement, to register a sufficient number of shares of Common Stock or to
      maintain the listing of the shares of Common Stock) (a "Maintenance
      Failure")
      then,
      as partial relief for the damages to any holder by reason of any such delay
      in
      or reduction of its ability to sell the underlying shares of Common Stock (which
      remedy shall not be exclusive of any other remedies available at law or in
      equity), the Company shall pay to each holder of Registrable Securities relating
      to such Registration Statement an amount in cash equal to one percent of the
      aggregate Purchase Price (as such term is defined in the Securities Purchase
      Agreement) of such Investor's Registrable Securities included in such
      Registration Statement on each of the following dates: (i) the day of a Filing
      Failure and on every thirtieth day (pro rated for periods totaling less than
      thirty days) thereafter until such Filing Failure is cured, and (ii) the day
      of
      an Effectiveness Failure and on every thirtieth day (pro rated for periods
      totaling less than thirty days) thereafter until such Effectiveness Failure
      is
      cured, and (iii) the initial day of a Maintenance Failure and on every thirtieth
      day (pro rated for periods totaling less than thirty days) thereafter until
      such
      Maintenance Failure is cured. The payments to which a holder shall be entitled
      pursuant to this Section 2(e) are referred to herein as "Registration
      Delay Payments."
      Registration Delay Payments shall be paid on the day of the Filing Failure,
      Effectiveness Failure or the initial day of Maintenance Failure, as applicable,
      and thereafter on the earlier of (I) the thirtieth day after the event or
      failure giving rise to a Registration Delay Payments occurs, or (II) the third
      Business Day after the event or failure giving rise to the Registration Delay
      Payments is cured. In the event the Company fails to make Registration Delay
      Payments in a timely manner, such Registration Delay Payments shall bear
      interest at the rate of one and one-half percent per month (prorated for partial
      months) until paid in full. Notwithstanding anything herein or in the Securities
      Purchase Agreement to the contrary in no event shall the aggregate amount of
      Registration Delay Payments (other than Registration Delay Payments payable
      pursuant to events that are within the control of the Company) exceed, in the
      aggregate, ten percent of the aggregate Purchase Price.

     

    
      
        
        

      

      
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    3.  Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2(a) or 2(d), the Company will use its best efforts to
      effect the registration of the Registrable Securities in accordance with the
      intended method of disposition thereof and, pursuant thereto, the Company shall
      have the following obligations:

     

    a.  The
      Company shall submit to the SEC, within two Business Days after the Company
      learns that no review of a particular Registration Statement will be made by
      the
      staff of the SEC or that the staff has no further comments on a particular
      Registration Statement, as the case may be, a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      three business days after the submission of such request. The Company shall
      keep
      each Registration Statement effective pursuant to Rule 415 at all times until
      the earlier of (i) the date as of which the Investors may sell all of the
      Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144(k) (or any successor thereto) promulgated
      under
      the 1933 Act and is not otherwise prohibited by the SEC or any statute, rule,
      regulation or other applicable law from selling any such Registrable Securities
      pursuant to such Rule or (ii) the date on which the Investors shall have sold
      all of the Registrable Securities covered by such Registration Statement (the
      "Registration
      Period").
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading.

     

    b.  The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-QSB, Form 10-KSB or any analogous report under the Securities
      Exchange Act of 1934, as amended (the "1934
      Act"),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.

     

    
      
        
        

      

      
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    c.  Upon
      request, the Company shall furnish to each Investor whose Registrable Securities
      are included in any Registration Statement, without charge, (i) promptly after
      the same is prepared and filed with the SEC, one copy of such Registration
      Statement and any amendment(s) thereto, including financial statements and
      schedules, all documents incorporated therein by reference, if requested by
      an
      Investor, all exhibits and each preliminary prospectus, (ii) upon the
      effectiveness of any Registration Statement, up to ten copies of the prospectus
      included in such Registration Statement and all amendments and supplements
      thereto (or such other number of copies as such Investor may reasonably
      request), and (iii) such other documents, including copies of any preliminary
      or
      final prospectus, as such Investor may reasonably request from time to time
      in
      order to facilitate the disposition of the Registrable Securities owned by
      such
      Investor.

     

    d.  The
      Company shall use its best efforts to (i) register and qualify, unless an
      exemption from registration and qualification applies, the resale by Investors
      of the Registrable Securities covered by a Registration Statement under such
      other securities or "blue sky" laws of all jurisdictions in the United States
      as
      may be requested in writing by an Investor, (ii) prepare and file in those
      jurisdictions, such amendments (including post-effective amendments) and
      supplements to such registrations and qualifications as may be necessary to
      maintain the effectiveness thereof during the Registration Period, (iii) take
      such other actions as may be necessary to maintain such registrations and
      qualifications in effect at all times during the Registration Period, and (iv)
      take all other actions reasonably necessary or advisable to qualify the
      Registrable Securities for sale in such jurisdictions; provided, however, that
      the Company shall not be required in connection therewith or as a condition
      thereto to (x) qualify to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this Section 3(d), (y) subject itself
      to general taxation in any such jurisdiction, or (z) file a general consent
      to
      service of process in any such jurisdiction. The Company shall promptly notify
      each Investor who holds Registrable Securities of the receipt by the Company
      of
      any notification with respect to the suspension of the registration or
      qualification of any of the Registrable Securities for sale under the securities
      or "blue sky" laws of any jurisdiction in the United States or its receipt
      of
      actual notice of the initiation or threatening of any proceeding for such
      purpose.

     

    e.  The
      Company shall notify each Investor in writing of the happening of any event,
      as
      promptly as practicable after becoming aware of such event, as a result of
      which
      the prospectus included in a Registration Statement, as then in effect, includes
      an untrue statement of a material fact or omission to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading
      (provided that in no event shall such notice contain any material, nonpublic
      information), and, subject to Section 3(p), promptly prepare a supplement or
      amendment to such Registration Statement to correct such untrue statement or
      omission, and upon request deliver ten copies of such supplement or amendment
      to
      each Investor (or such other number of copies as such Investor may reasonably
      request). The Company shall also promptly notify each Investor in writing and
      by
      overnight mail, (i) of any request by the SEC for amendments or supplements
      to a
      Registration Statement or related prospectus or related information, and (ii)
      of
      the Company's reasonable determination that a post-effective amendment to a
      Registration Statement would be appropriate.

     

    
      
        
        

      

      
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    f.  The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify each Investor who holds Registrable Securities being sold of the issuance
      of such order and the resolution thereof or its receipt of actual notice of
      the
      initiation or threat of any proceeding for such purpose.

     

    g.  If
      any
      Investor is required under applicable securities laws to be described in the
      Registration Statement as an underwriter, at the reasonable request of such
      Investor, the Company shall furnish to such Investor, on the date of the
      effectiveness of the Registration Statement and thereafter from time to time
      on
      such dates as an Investor may reasonably request (i) a letter, dated such date,
      from the Company's independent certified public accountants in form and
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to the Investors,
      and
      (ii) an opinion, dated as of such date, of counsel representing the Company
      for
      purposes of such Registration Statement, in form, scope and substance as is
      customarily given in an underwritten public offering, addressed to the
      Investors.

     

    h.  If
      any
      Investor is required under applicable securities laws to be described in the
      Registration Statement as an underwriter, then at the request of such Investor
      in connection with such Investor's due diligence requirements, the Company
      shall
      make available for inspection by (i) such Investor, (ii) legal counsel for
      such
      investor and (iii) one firm of accountants or other agents retained by such
      Investors (collectively, the "Inspectors"),
      all
      pertinent financial and other records, and pertinent corporate documents and
      properties of the Company (collectively, the "Records"),
      as
      shall be reasonably deemed necessary by each Inspector, and cause the Company's
      officers, directors and employees to supply all information which any Inspector
      may reasonably request; provided, however, that each Inspector shall agree
      to
      hold in strict confidence and shall not make any disclosure (except to an
      Investor) or use of any Record or other information which the Company determines
      in good faith to be confidential, and of which determination the Inspectors
      are
      so notified, unless (a) the disclosure of such Records is necessary to avoid
      or
      correct a misstatement or omission in any Registration Statement or is otherwise
      required under the 1933 Act, (b) the release of such Records is ordered pursuant
      to a final, non-appealable subpoena or order from a court or government body
      of
      competent jurisdiction, or (c) the information in such Records has been made
      generally available to the public other than by disclosure in violation of
      this
      or any other agreement of which the Inspector has knowledge. Each Investor
      agrees that it shall, upon learning that disclosure of such Records
      is sought in or by a court or governmental body of competent jurisdiction or
      through other means, give prompt notice to the Company and allow the Company,
      at
      its expense, to undertake appropriate action to prevent disclosure of, or to
      obtain a protective order for, the Records deemed confidential. Nothing herein
      (or in any other confidentiality agreement between the Company and any Investor)
      shall be deemed to limit the Investors' ability to sell Registrable Securities
      in a manner which is otherwise consistent with applicable laws and
      regulations.

     

    
      
        
        

      

      
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    i.  The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Investor provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning an Investor is sought in or by a court or
      governmental body of competent jurisdiction or through other means, give prompt
      written notice to such Investor and allow such Investor, at the Investor's
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    j.  The
      Company shall use its best efforts either to (i) cause all of the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (ii) secure designation and
      quotation of all of the Registrable Securities covered by a Registration
      Statement on The NASDAQ Capital Market, or (iii) if, despite the Company's
      best
      efforts to satisfy, the preceding clauses (i) and (ii) the Company is
      unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the
      inclusion for quotation on The NASDAQ Capital Market or the American Stock
      Exchange for such Registrable Securities and, without limiting the generality
      of
      the foregoing, to use its best efforts to arrange for at least two market makers
      to register with the National Association of Securities Dealers, Inc.
      ("NASD")
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(j).

     

    k.  The
      Company shall cooperate with the Investors who hold Registrable Securities
      being
      sold pursuant to the Registration Statement and, to the extent applicable,
      facilitate the timely preparation and delivery of certificates (not bearing
      any
      restrictive legend) representing the shares that were Registrable Securities
      prior to their sale under the Registration Statement and enable such
      certificates to be in such denominations or amounts, as the case may be, as
      the
      Investors may reasonably request and registered in such names as the Investors
      may request.

     

    l.  If
      requested by an Investor, the Company shall (i) as soon as practicable
      incorporate in a prospectus supplement or post-effective amendment such
      information as an Investor reasonably requests to be included therein relating
      to the sale and distribution of Registrable Securities, including, without
      limitation, information with respect to the number of Registrable Securities
      being offered or sold, the purchase price being paid therefor and any other
      terms of the offering of the Registrable Securities to be sold in such offering;
      (ii) as soon as practicable make all required filings of such prospectus
      supplement or post-effective amendment after being notified of the matters
      to be
      incorporated in such prospectus supplement or post-effective amendment; and
      (iii) as soon as practicable, supplement or make amendments to any Registration
      Statement if reasonably requested by an Investor holding any Registrable
      Securities.

     

    
      
        
        

      

      
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    m.  The
      Company shall use its best efforts to cause the Registrable Securities covered
      by a Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary to consummate the
      disposition of such Registrable Securities.

     

    n.  The
      Company shall make generally available to its security holders as soon as
      practical, but not later than ninety days after the close of the period covered
      thereby, an earnings statement (in form complying with, and in the manner
      provided by, the provisions of Rule 158 under the 1933 Act) covering a
      twelve-month period.

     

    o.  The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    p.  Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the disclosure of material, non-public information concerning
      the Company the disclosure of which at the time is not, in the good faith
      opinion of the Board of Directors of the Company and its counsel, in the best
      interest of the Company and, in the opinion of counsel to the Company, otherwise
      required (a "Grace
      Period");
      provided, that the Company shall promptly (i) notify the Investors in writing
      of
      the existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Investors) and the date on which the
      Grace Period will begin, and (ii) notify the Investors in writing of the date
      on
      which the Grace Period ends; and, provided further, that no Grace Period shall
      exceed five consecutive days and during any three-hundred-sixty-five day period
      such Grace Periods shall not exceed an aggregate of twenty days and the first
      day of any Grace Period must be at least five trading days after the last day
      of
      any prior Grace Period (each, an "Allowable
      Grace Period").
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Investors receive the notice referred
      to
      in clause (i) and shall end on and include the later of the date the Investors
      receive the notice referred to in clause (ii) and the date referred to in such
      notice. The provisions of Section 3(e) hereof shall not be applicable during
      the
      period of any Allowable Grace Period. Upon expiration of the Grace Period,
      the
      Company shall again be bound by the first sentence of Section 3(e) with respect
      to the information giving rise thereto unless such material, non-public
      information is no longer applicable. Notwithstanding anything to the contrary,
      the Company shall cause its transfer agent to deliver unlegended shares of
      Common Stock to a transferee of an Investor in accordance with the terms of
      the
      Securities Purchase Agreement in connection with any sale of Registrable
      Securities with respect to which an Investor has entered into a contract for
      sale, and delivered a copy of the prospectus included as part of the applicable
      Registration Statement (unless an exemption from such prospectus delivery
      requirements exists), prior to the Investor's receipt of the notice of a Grace
      Period and for which the Investor has not yet settled. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    4.    Obligations
      of the Investors.

     

    a.  At
      least
      five Business Days prior to the first anticipated filing date of a Registration
      Statement, the Company shall notify each Investor in writing of the information
      the Company requires from each such Investor if such Investor elects to have
      any
      of such Investor's Registrable Securities included in such Registration
      Statement. It shall be a condition precedent to the obligations of the Company
      to complete the registration pursuant to this Agreement with respect to the
      Registrable Securities of a particular Investor that such Investor shall furnish
      to the Company such information regarding itself, the Registrable Securities
      held by it and the intended method of disposition of the Registrable Securities
      held by it as shall be reasonably required to effect the effectiveness of the
      registration of such Registrable Securities and shall execute such documents
      in
      connection with such registration as the Company may reasonably request.


     

    b.  Each
      Investor, by such Investor's acceptance of the Registrable Securities, agrees
      to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Investor has notified the Company in writing of such Investor's election
      to
      exclude all of such Investor's Registrable Securities from such Registration
      Statement.

     

    c.  Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(f) or the first
      sentence of 3(e), such Investor will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Investor's receipt of the copies of the
      supplemented or amended prospectus contemplated by Section 3(e) or Section
      3(f)
      or receipt of notice that no supplement or amendment is required.
      Notwithstanding anything to the contrary, the Company shall cause its transfer
      agent to deliver unlegended shares of Common Stock to a transferee of an
      Investor in connection with any sale of Registrable Securities covered by the
      Registration Statement and with respect to which an Investor has entered into
      a
      contract for sale prior to the Investor's receipt of a notice from the Company
      of the happening of any event of the kind described in Section 3(e) or Section
      3(f) and for which the Investor has not yet settled.

     

    d.  Each
      Investor covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      in
      connection with sales of Registrable
      Securities pursuant to the Registration Statement.

     

    5.    Expenses
      of Registration.

     

    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, and fees and disbursements
      of
      counsel for the Company shall be paid by the Company.

     

    6.    Indemnification.

     

    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    a.  To
      the
      fullest extent permitted by law, the Company will, and hereby does, indemnify,
      hold harmless and defend each Investor, the directors, officers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
      an "Indemnified
      Person"),
      against any losses, claims, damages, liabilities, judgments, fines, penalties,
      charges, costs, reasonable attorneys' fees, amounts paid in settlement or
      expenses, joint or several, (collectively, "Claims")
      incurred in investigating, preparing or defending any action, claim, suit,
      inquiry, proceeding, investigation or appeal taken from the foregoing by or
      before any court or governmental, administrative or other regulatory agency,
      body or the SEC, whether pending or threatened, whether or not an indemnified
      party is or may be a party thereto ("Indemnified
      Damages"),
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or any post-effective amendment
      thereto or in any filing made in connection with the qualification of the
      offering under the securities or other "blue sky" laws of any jurisdiction
      in
      which Registrable Securities are offered ("Blue
      Sky Filing"),
      or
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, (ii) any
      untrue statement or alleged untrue statement of a material fact contained in
      any
      preliminary prospectus if used prior to the effective date of such Registration
      Statement, or contained in the final prospectus (as amended or supplemented,
      if
      the Company files any amendment thereof or supplement thereto with the SEC)
      or
      the omission or alleged omission to state therein any material fact necessary
      to
      make the statements made therein, in the light of the circumstances under which
      the statements therein were made, not misleading, or (iii) any violation or
      alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
      including, without limitation, any state securities law, or any rule or
      regulation thereunder relating to the offer or sale of the Registrable
      Securities pursuant to a Registration Statement or (the matters in the foregoing
      clauses (i) through (iii) being, collectively, "Violations").
      Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
      promptly as such expenses are incurred and are due and payable, for any legal
      fees or other reasonable expenses incurred by them in connection with
      investigating or defending any such Claim. Notwithstanding anything to the
      contrary contained herein, the indemnification agreement contained in this
      Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising
      out of or based upon a Violation which occurs in reliance upon and in conformity
      with information furnished in writing to the Company by such Indemnified Person
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(d) and (B) shall not be available to the extent such Claim is based
      on
      a failure of the Investor to deliver or to cause to be delivered the prospectus
      made available by the Company, including a corrected prospectus, if such
      prospectus or corrected prospectus was timely made available by the Company
      pursuant to Section 3(d); and (C) shall not apply to amounts paid in settlement
      of any Claim if such settlement is effected without the prior written consent
      of
      the Company, which consent shall not be unreasonably withheld or delayed. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of the Indemnified Person and shall survive the transfer
      of
      the Registrable Securities by the Investors pursuant to Section 9.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    b.  In
      connection with any Registration Statement in which an Investor is
      participating, each such Investor agrees to severally and not jointly indemnify,
      hold harmless and defend, to the same extent and in the same manner as is set
      forth in Section 6(a), the Company, each of its directors, each of its officers
      who signs the Registration Statement and each Person, if any, who controls
      the
      Company within the meaning of the 1933 Act or the 1934 Act (each, an
      "Indemnified
      Party"),
      against any Claim or Indemnified Damages to which any of them may become
      subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim
      or
      Indemnified Damages arise out of or are based upon any Violation, in each case
      to the extent, and only to the extent, that such Violation occurs in reliance
      upon and in conformity with written information furnished to the Company by
      such
      Investor expressly for use in connection with such Registration Statement;
      and,
      subject to Section 6(c), such Investor will reimburse any legal or other
      expenses reasonably incurred by an Indemnified Party in connection with
      investigating or defending any such Claim; provided, however, that the indemnity
      agreement contained in this Section 6(b) and the agreement with respect to
      contribution contained in Section 7 shall not apply to amounts paid in
      settlement of any Claim if such settlement is effected without the prior written
      consent of such Investor, which consent shall not be unreasonably withheld
      or
      delayed; provided, further, however, that the Investor shall be liable under
      this Section 6(b) for only that amount of a Claim or Indemnified Damages as
      does
      not exceed the net proceeds to such Investor as a result of the sale of
      Registrable Securities pursuant to such Registration Statement. Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Investors pursuant to Section 9.

     

    c.  Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, to assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses of
      not
      more than one counsel for such Indemnified Person or Indemnified Party to be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding. In the case of an Indemnified Person, legal counsel
      referred to in the immediately preceding sentence shall be selected by the
      Investors holding at least a majority in
      interest of the Registrable Securities included in the Registration Statement
      to
      which the Claim relates. The Indemnified Party or Indemnified Person shall
      cooperate fully with the indemnifying party in connection with any negotiation
      or defense of any such action or Claim by the indemnifying party and shall
      furnish to the indemnifying party all information reasonably available to the
      Indemnified Party or Indemnified Person which relates to such action or Claim.
      The indemnifying party shall keep the Indemnified Party or Indemnified Person
      reasonably apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto. No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its prior written consent, provided, however, that the indemnifying party shall
      not unreasonably withhold, delay or condition its consent. No indemnifying
      party
      shall, without the prior written consent of the Indemnified Party or Indemnified
      Person, consent to entry of any judgment or enter into any settlement or other
      compromise which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such Indemnified Party or Indemnified Person of
      a
      release from all liability in respect to such Claim or litigation, and such
      settlement shall not include any admission as to fault on the part of the
      Indemnified Party. Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made. The failure
      to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    d.  The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    e.  The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

     

    7.    Contribution.

     

    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that: (i) no Person involved
      in the sale of Registrable Securities which Person is guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in
      connection with such sale shall be entitled to contribution from any Person
      involved in such sale of Registrable Securities who was not guilty of fraudulent
      misrepresentation; and (ii) contribution by any seller of Registrable Securities
      shall be limited in amount to the net amount of proceeds received by such seller
      from the sale of such Registrable Securities pursuant to such Registration
      Statement.

     

    8.    Reports
      Under the 1934 Act.
      

     

    With
      a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Investors to sell securities of the Company to the public
      without registration ("Rule
      144"),
      the
      Company agrees to:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    a.  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b.  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    c.  furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company, if true, that it has
      complied with the reporting requirements of Rule 144, the 1933 Act and the
      1934
      Act, (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company, and (iii) such
      other information as may be reasonably requested to permit the Investors to
      sell
      such securities pursuant to Rule 144 without registration.

     

    9.    Assignment
      of Registration Rights.
      

     

    The
      rights under this Agreement shall be automatically assignable by the Investors
      to any transferee of all or any portion of such Investor's Registrable
      Securities if: (i) the Investor agrees in writing with the transferee or
      assignee to assign such rights, and a copy of such agreement is furnished to
      the
      Company within a reasonable time after such assignment; (ii) the Company is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned; (iii) immediately following such transfer or assignment
      the further disposition of such securities by the transferee or assignee is
      restricted under the 1933 Act and applicable state securities laws; (iv) at
      or
      before the time the Company receives the written notice contemplated by clause
      (ii) of this sentence the transferee or assignee agrees in writing with the
      Company to be bound by all of the provisions contained herein; and (v) such
      transfer shall have been made in accordance with the applicable requirements
      of
      the Securities Purchase Agreement.

     

    10.    Amendment
      of Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Required
      Holders. Any amendment or waiver effected in accordance with this Section 10
      shall be binding upon each Investor and the Company. No such amendment shall
      be
      effective to the extent that it applies to less than all of the holders of
      the
      Registrable Securities. No consideration shall be offered or paid to any Person
      to amend or consent to a waiver or modification of any provision of any of
      this
      Agreement unless the same consideration also is offered to all of the parties
      to
      this Agreement.

     

    11.    Miscellaneous.

     

    a.  A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from such record owner of such
      Registrable Securities.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    b.  Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    


    If
      to
      Company (prior to consummation of the transactions contemplated by the Exchange
      Agreement): 

    


    AeroGrow
      International, Inc.

    6075
      Longbow Drive, Suite 200

    Boulder,
      CO 80307

    Telephone: (303)
      444-7755

    Facsimile: (303)
      444-0406

    Attention:
       Michael
      Bissonette, President

     

     

    and

     

     

    with
      a
      copy to:

    


    Gibson,
      Dunn & Crutcher

    1801
      California, Suite 4200

    Denver,
      CO 80203

    Telephone: 303-298-5700

    Facsimile: 303-296-5310

    Attention: Steven
      K.
      Talley

    


    If
      to an
      Investor, to its address and facsimile number set forth on the Schedule of
      Investors attached hereto, with copies to such Investor's representatives as
      set
      forth on the Schedule of Investors, or to such other address and/or facsimile
      number and/or to the attention of such other Person as the recipient party
      has
      specified by written notice given to each other party five days prior to the
      effectiveness of such change. Written confirmation of receipt (A) given by
      the
      recipient of such notice, consent, waiver or other communication, (B)
      mechanically or electronically generated by the sender's facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by a courier or overnight courier
      service shall be rebuttable evidence of personal service, receipt by facsimile
      or receipt from a nationally recognized overnight delivery service in accordance
      with clause (i), (ii) or (iii) above, respectively.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    c.  Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    d.  This
      Agreement 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. The
      parties hereto (i) agree that any legal suit, action or proceeding arising
      out
      of or relating to the transactions contemplated by this Agreement 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 each
      party 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 11(b). 

     

    e.  This
      Agreement, the other Transaction Documents (as defined in the Securities
      Purchase Agreement) and the instruments referenced herein and therein constitute
      the entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    f.  Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

     

    g.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h.  This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission of a copy of this Agreement bearing the
      signature of the party so delivering this Agreement.

     

    i.  Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    j.  All
      consents and other determinations required to be made by the Investors pursuant
      to this Agreement shall be made, unless otherwise specified in this Agreement,
      by the Required Holders.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    k.  The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party. 

     

    l.  This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    m.  The
      obligations of each Investor hereunder are several and not joint with the
      obligations of any other Investor, and no provision of this Agreement is
      intended to confer any obligations on any Investor vis-à-vis any other Investor.
      Nothing contained herein, and no action taken by any Investor pursuant hereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated herein.

     

    n.  Currency.
      As used
      herein, "Dollar", "US Dollar" and "$" each mean the lawful money of the United
      States.

     

    *
      * * * *
      *

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Investor and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

    
      	 	 	 
	 	
              COMPANY:

               

              
                AEROGROW
                  INTERNATIONAL, NC.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:  
                

              Title:  

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each
      Investor and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

     

    
      
        	 	 	 
	 	
                
                  BUYERS:

                

                 

                
                  
                    [LEAD
                      BUYER]

                  

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:  
                  

                Title:  

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    IN
      WITNESS WHEREOF,
      each
      Investor and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

    
       

      
        
          	 	 	 
	 	
                  
                    
                      [OTHER
                        BUYERS]

                       

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	
                  Name:  
                    

                  Title:  

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          A

      

    

    


    SCHEDULE
      OF BUYERS

     

    


    
      	
               

              Investor

            	
              Investor's
                Address

              and
                Facsimile Number

            	
              Investor's
                Representative's Address 

              and
                Facsimile Number

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    SELLING
      STOCKHOLDERS

     

    The
      shares of common stock being offered by the selling stockholders are those
      previously issued to the Selling Stockholders and those issuable to the Selling
      Stockholders upon exercise of the warrants. For additional information regarding
      the issuances of common stock and the warrants, see "Private Placement of Common
      Stock and Warrants" above. We are registering the shares of common stock in
      order to permit the selling stockholders to offer the shares for resale from
      time to time. Except for the ownership of the shares of common stock and the
      warrants, the selling stockholders have not had any material relationship with
      us within the past three years.

     

    The
      table
      below lists the selling stockholders and other information regarding the
      beneficial ownership of the shares of common stock by each of the selling
      stockholders. The second column lists the number of shares of common stock
      beneficially owned by each selling shareholder, based on its ownership of the
      shares of common stock and the warrants, as of ________, 2007, assuming exercise
      of the warrants held by the selling stockholders on that date, without regard
      to
      any limitations on exercise.

     

    The
      third
      column lists the shares of common stock being offered by this prospectus by
      the
      selling stockholders.

     

    In
      accordance with the terms of registration rights agreements with the holders
      of
      the shares of common stock and the warrants, this prospectus generally covers
      the resale of at least the sum of (i) the number of shares of common stock
      issued and (ii) 150% of the number of shares of common stock issued and issuable
      upon exercise of the related warrants, determined as if the outstanding warrants
      were exercised, as applicable, in full, as of the trading day immediately
      preceding the date this registration statement was initially filed with the
      SEC.
      The fourth column assumes the sale of all of the shares offered by the selling
      stockholders pursuant to this prospectus.

     

    Under
      the
      terms of the warrants, a selling stockholder may not exercise the warrants,
      to
      the extent such exercise would cause such selling stockholder, together with
      its
      affiliates, to beneficially own a number of shares of common stock which would
      exceed 4.99% of our then outstanding shares of common stock following such
      exercise, excluding for purposes of such determination shares of common stock
      issuable upon exercise of the warrants which have not been exercised. The number
      of shares in the second column does not reflect this limitation. The selling
      stockholders may sell all, some or none of their shares in this offering. See
      "Plan of Distribution."

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

              Name
                of Selling Stockholder

            	
              Number
                of Shares of 

              Common
                Stock Owned 

              Prior
                to Offering

            	
              Maximum
                Number of Shares 

              of
                Common Stock to be Sold 

              Pursuant
                to this Prospectus

            	
              Number
                of Shares of 

              Common
                Stock Owned 

              After
                Offering

            
	 	 	 	 
	 	 	 	 
	 	 	 	
               

            
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PLAN
      OF DISTRIBUTION

     

    We
      are
      registering the shares of common stock previously issued and the shares of
      common stock issuable upon exercise of the warrants to permit the resale of
      these shares of common stock by the holders of the common stock and warrants
      from time to time after the date of this prospectus. We will not receive any
      of
      the proceeds from the sale by the selling stockholders of the shares of common
      stock. We will bear all fees and expenses incident to our obligation to register
      the shares of common stock.

     

    The
      selling stockholders may sell all or a portion of the shares of common stock
      beneficially owned by them and offered hereby from time to time directly or
      through one or more underwriters, broker-dealers or agents. If the shares of
      common stock are sold through underwriters or broker-dealers, the selling
      stockholders will be responsible for underwriting discounts or commissions
      or
      agent's commissions. The shares of common stock may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of the
      sale, at varying prices determined at the time of sale, or at negotiated prices.
      These sales may be effected in transactions, which may involve crosses or block
      transactions, 

     

    
      	
            	·	
              on
                any national securities exchange or quotation service on which the
                securities may be listed or quoted at the time of
                sale;

            


    

     

    
      	
            	·	
              in
                the over-the-counter market;

            


    

     

    
      	
            	·	
              in
                transactions otherwise than on these exchanges or systems or in the
                over-the-counter market;

            


    

     

    
      	
            	·	
              through
                the writing of options, whether such options are listed on an options
                exchange or otherwise;

            


    

     

    
      	
            	·	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	
            	·	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
            	·	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
            	·	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
            	·	
              privately
                negotiated transactions;

            


    

     

    
      	
            	·	
              short
                sales;

            


    

     

    
      	
            	·	
              sales
                pursuant to Rule 144;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	·	
              broker-dealers
                may agree with the selling securityholders to sell a specified number
                of
                such shares at a stipulated price per
                share;

            


    

     

    
      	
            	·	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
            	·	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    If
      the
      selling stockholders effect such transactions by selling shares of common stock
      to or through underwriters, broker-dealers or agents, such underwriters,
      broker-dealers or agents may receive commissions in the form of discounts,
      concessions or commissions from the selling stockholders or commissions from
      purchasers of the shares of common stock for whom they may act as agent or
      to
      whom they may sell as principal (which discounts, concessions or commissions
      as
      to particular underwriters, broker-dealers or agents may be in excess of those
      customary in the types of transactions involved). In connection with sales
      of
      the shares of common stock or otherwise, the selling stockholders may enter
      into
      hedging transactions with broker-dealers, which may in turn engage in short
      sales of the shares of common stock in the course of hedging in positions they
      assume. The selling stockholders may also sell shares of common stock short
      and
      deliver shares of common stock covered by this prospectus to close out short
      positions and to return borrowed shares in connection with such short sales.
      The
      selling stockholders may also loan or pledge shares of common stock to
      broker-dealers that in turn may sell such shares.

     

    The
      selling stockholders may pledge or grant a security interest in some or all
      of
      the warrants or shares of common stock owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the shares of common stock from time to time pursuant to this
      prospectus or any amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act, amending, if necessary, the list
      of
      selling stockholders to include the pledgee, transferee or other successors
      in
      interest as selling stockholders under this prospectus. The selling stockholders
      also may transfer and donate the shares of common stock in other circumstances
      in which case the transferees, donees, pledgees or other successors in interest
      will be the selling beneficial owners for purposes of this
      prospectus.

     

    The
      selling stockholders and any broker-dealer participating in the distribution
      of
      the shares of common stock may be deemed to be "underwriters" within the meaning
      of the Securities Act, and any commission paid, or any discounts or concessions
      allowed to, any such broker-dealer may be deemed to be underwriting commissions
      or discounts under the Securities Act. At the time a particular offering of
      the
      shares of common stock is made, a prospectus supplement, if required, will
      be
      distributed which will set forth the aggregate amount of shares of common stock
      being offered and the terms of the offering, including the name or names of
      any
      broker-dealers or agents, any discounts, commissions and other terms
      constituting compensation from the selling stockholders and any discounts,
      commissions or concessions allowed or reallowed or paid to
      broker-dealers.

     

    Under
      the
      securities laws of some states, the shares of common stock may be sold in such
      states only through registered or licensed brokers or dealers. In addition,
      in
      some states the shares of common stock may not be sold unless such shares have
      been registered or qualified for sale in such state or an exemption from
      registration or qualification is available and is complied with.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of common stock registered pursuant to the registration statement, of which
      this
      prospectus forms a part.

     

    The
      selling stockholders and any other person participating in such distribution
      will be subject to applicable provisions of the Securities Exchange Act of
      1934,
      as amended, and the rules and regulations thereunder, including, without
      limitation, Regulation M of the Exchange Act, which may limit the timing of
      purchases and sales of any of the shares of common stock by the selling
      stockholders and any other participating person. Regulation M may also restrict
      the ability of any person engaged in the distribution of the shares of common
      stock to engage in market-making activities with respect to the shares of common
      stock. All of the foregoing may affect the marketability of the shares of common
      stock and the ability of any person or entity to engage in market-making
      activities with respect to the shares of common stock.

     

    We
      will
      pay all expenses of the registration of the shares of common stock pursuant
      to
      the registration rights agreement, estimated to be
      $[     ] in total, including, without limitation,
      Securities and Exchange Commission filing fees and expenses of compliance with
      state securities or "blue sky" laws; provided, however, that a selling
      stockholder will pay all underwriting discounts and selling commissions, if
      any.
      We will indemnify the selling stockholders against liabilities, including some
      liabilities under the Securities Act, in accordance with the registration rights
      agreements, or the selling stockholders will be entitled to contribution. We
      may
      be indemnified by the selling stockholders against civil liabilities, including
      liabilities under the Securities Act, that may arise from any written
      information furnished to us by the selling stockholder specifically for use in
      this prospectus, in accordance with the related registration rights agreements,
      or we may be entitled to contribution.

     

    Once
      sold
      under the registration statement, of which this prospectus forms a part, the
      shares of common stock will be freely tradable in the hands of persons other
      than our affiliates.