EXHIBIT
10.22
   WAIVER
AGREEMENT AND WRITTEN CONSENT
 OF THE
STOCKHOLDERS OF THE
 SERIES A
CONVERTIBLE PREFERRED STOCK
 OF
 ADVANCED
GROWING SYSTEMS, INC.
 
 This
Waiver Agreement and Written Consent of the Stockholders of the Series A
Convertible Preferred Stock (this “Agreement and Consent”) is made by and
between Advanced Growing Systems, Inc., a Nevada corporation (the “Company”),
and the undersigned (the “Holders”), and is effective as of December 31,
2008.
 
 WHEREAS, the Holders and the
Company entered into that certain Series A Convertible Preferred Stock Purchase
Agreement dated as of March 9, 2007 (the “SPA”) pursuant to which the company
issued shares of its Series A Convertible Preferred Stock (the “Preferred
Stock”);
 
 WHEREAS, the Board of
Directors of the Company created the Preferred Stock pursuant to the filing of
the Certificate of Designation of the Relative Rights and Preferences of the
Series A Convertible Preferred Stock (the “Certificate of Designation”) with the
Secretary of State of the State of Nevada on or about March 7,
2007;
 
 WHEREAS,pursuant to Section
7.3 of the SPA, the SPA may be amended by a written instrument executed by the
Company and the holders of at least seventy-five percent (75%) of the Preferred
Stock, but no consideration may be offered  to amend or consent to
waive any provision of the SPA unless such consideration is offered to all
holders of the Preferred Stock;
 
 WHEREAS, pursuant to Section
10 of the Certificate of Designation, the consent by the holders of at least
seventy-five percent (75%) of the shares of Preferred Stock  are
needed for any amendment to the Certificate of Designation;
 
 WHEREAS, pursuant to Section
3.21 of the SPA and Section 5(d)(ii) of the Certificate of Designation, the
holders of the Preferred Stock were entitled to a reduction of the Conversion
Price (as that term is defined in the Certificate of Designation) of the
Preferred Stock;
 
 WHEREAS, the Company has
issued to each of the Holders shares of its Series B Convertible Preferred Stock
equal to one-third the number of shares of Preferred Stock originally purchased
by the Holders under the SPA;
 
 WHEREAS, the Company and the
Holders have determined that it is in their collective best
interest  to adopt the resolutions contained herein amending the SPA
and the Certificate of Designation, and to waive certain other rights related
thereto.
 
 NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements herein
contained, the Holders and the Company do hereby agree as follows:
   -1-
 
 1.  Section
3.21 of the SPA is hereby deleted in its entirety and replaced with the
following:  “Section 3.21   Listing of Common Stock on
Trading Market.   Within six (6) months following the
Initial Closing Date, the Company shall list and trade its shares of Common
Stock on the Nasdaq OTC Bulletin Board, the Nasdaq Capital Market, the Nasdaq
Global Market, the American Stock Exchange, Inc. or the New York Stock Exchange,
Inc. (each, a “Trading
Market”).  In the event the shares of Common Stock are not
listed and trading on a Trading Market by the date that is six (6) months
following the Initial Closing Date, the Company shall issue to each Purchaser
hereunder a number of shares of its Series B Convertible Preferred Stock equal
to one-third (1/3) the number of Preferred Shares purchased by such
Purchaser.
  2.  Section
5(d)(ii) of the Certificate of Designation shall be deleted in its
entirety.
  3.  The
Holders hereby waive any other rights relating to the adjustment of the
Conversion Price of the Preferred Stock contained in Section 3.21 of the SPA or
Section 5(d)(ii) of the Certificate of Designation prior to the date of this
Agreement and Consent.
  4.  This
Agreement and Consent contains the entire understanding between and among the
parties and supersedes any prior understandings and agreements among them
respective the subject matter contained herein.
  5.  This
Agreement and Consent shall be governed by and construed in accordance with the
laws of the State of New York without regard to choice of law
principles.
  6.  This
Agreement and Consent may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one and
the same instrument.
  7.  In case
any provision of this Agreement and Consent shall be held to be invalid, illegal
or unenforceable, such provision shall be severable from the rest of this
Agreement and Consent, and the validity legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
  
  [-signature
page follows-]
   -2-
    IN WITNESS WHEREOF, the
Company and the Holders have executed this Agreement and Consent as of the date
first above written.
 
 ADVANCED
GROWING SYSTEMS, INC.
 
 
 By:
________________________
 Name:
Christopher J. Nichols
 Title:
Chief Executive Officer
 
 
 VISION
OPPPORTUNITY MASTER FUND, LTD.
 
 
 By:
________________________
 Name:
Adam Benowitz
 Title:
Director
 
 
 VISION
CAPITAL ADVANTAGE FUND, L.P.
 By: VCAF
GP, LLC
 its
general partner
 
 
 By:
________________________
 Name: Adam
Benowitz
 Title:  Authorized
Signatory
 
 
 -3-