Exhibit
10.55




CHANGE
IN TERMS AGREEMENT




Principal
                  $1,000,000.00
                Loan
      Date
                  05-19-2009
                Maturity
                  07-19-2009
                Loan
      No.
                  42431
                Call
      / Call
                  4A1
      / BA
                Account
                Officer
                  10033
                InitialsReferences
      in the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
item.
                  Any
      item above containing ***** has been omitted due to text length
      limitations.Borrower:            
      AEROGROW INTERNATIONAL, INC.
                  JACK J WALKER
                  6075 LONGBOW DRIVE SUITE 20
                  BOULDER,
      CO 80301
                Lender:                 
      First National Bank
                  Canyon
      Branch
                  1155
      Canyon Blvd.
                  Boulder,
      CO 80302-5121




Principal
      Amount: $1,000,000.00
              Date
      of Agreement: May 19, 2009


DESCRIPTION
OF EXISTING INDEBTEDNESS. A Promissory Note dated May 19, 2008 in the original
amount of $1,000,000.00 as modified from time to time by certain Change in Terms
Agreements, if applicable.




DESCRIPTION
OF COLLATERAL. The collateral as described in any security instrument or other
related documents in which a security interest is given to the lender to secure
this indebtedness and any other indebtedness described therein.




DESCRIPTION
OF CHANGE IN TERMS. Extend maturity date from May 19, 2009 to July 19,
2009.




Increase
interest rate from Wall Street Journal Prime Rate plus .50% floating to Wall
Street Journal Prime Rate plus 2.0% floating with a floor interest rate of
5.50%.




PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on July 19, 2009. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning June 19, 2009, with all subsequent interest payments to be due on the
same day of each month after that.




VARIABLE
INTEREST RATE. The interest rate on this loan is subject to change from time to
time based on changes in an independent index which is the base rate on
corporate loans posted by at least 75% of the nation's 30 largest banks known as
the Wall Street Journal Prime Rate (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notifying Borrower. Lender will tell Borrower the current index rate upon
Borrower's request. The interest rate change will not occur more often than each
day. Borrower understands that Lender may make loans based on other rates as
well. The Index currently is 3.250% per annum. The interest rate to be applied
to the unpaid principal balance of this loan will be calculated as described in
the "INTEREST CALCULATION METHOD'"paragraph using a rate of 2.000 percentage
points over the Index, adjusted if necessary for any minimum and maximum rate
limitations described below, resulting in an initial rate of 5.500% per annum
based on a year of 360 days. NOTICE: Under no circumstances will the interest
rate an this loan be less than 5.500% per annum or more than the maximum rate
allowed by applicable law.




INTEREST
CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis: that
is, by applying the ratio of the interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the principal balance is outstanding. All interest payable under this
loan is computed using this method.




CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the
original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.




PRIOR TO
SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.




BORROWER:




AEROGROW
INTERNATIONAL, INC




By:/s/ Jervis B.
Perkins


JERVIS
B. PERKINS, President of


AEROGROW
INTERNATIONAL, INC




/s/ Jack J.
Walker


JACK J.
WALKER, Individually