**Exhibit
      10.31**




**REGISTRATION
      RIGHTS AGREEMENT**




**REGISTRATION
      RIGHTS AGREEMENT** (this "**Agreement**"), dated as of
      March 30, 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 30, 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 120 days after the Filing
      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 120 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).




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.









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.




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.




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.




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.




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.









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.




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.









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:




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.









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.




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:




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.









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.









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.




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.






*
      * * * *
      *










**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:











**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:











**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:












**EXHIBIT
      A**





**SCHEDULE
      OF BUYERS**







**Investor**
            **Investor's
                Address**
              **and
                Facsimile Number**
            **Investor's
                Representative's Address**
              **and
                Facsimile Number**













**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**0












**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.