**Exhibit
      4.15**




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




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





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





COMMON
      STOCK PURCHASE WARRANT





OF





AEROGROW
      INTERNATIONAL, INC.







AEROGROW
      INTERNATIONAL, INC., a Nevada corporation (the “Company”), hereby certifies
      that, for value received, ______________ (the “Warrant Holder” and collectively
      with all other holders of Warrants issued pursuant to the Securities Purchase
      Agreement defined below, the “Warrant Holders”) is the owner of this Warrant to
      purchase, at any time during the period commencing on the Commencement Date
      (as
      defined in Section 2.1) and ending on the Expiration Date (as
      defined Section 2.4), up to __________ fully paid and non-assessable
      shares of common stock, par value $0.001 per share, of the Company (“Common
      Stock”) at a per share purchase price equal to the Exercise Price (as defined in
      Section 1.2) in lawful money of the United States of
      America.  This Warrant is part of the duly authorized issuance of up
      to ____________ Units, each Unit consisting of one share of Common Stock and
      a
      warrant to purchase one share of Common Stock, issued or to be issued by the
      Company as part of a certain private offering (“Offering”) pursuant a Securities
      Purchase Agreement dated March 12, 2007 between the Buyers (as defined therein)
      and the Company (the “Securities Purchase Agreement”).  The warrants
      issued pursuant to the Securities Purchase Agreement are referred to herein
      as
      the “Warrants."




1.  WARRANT;
      EXERCISE
      PRICE.




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




1.2  The
      purchase price payable upon
      exercise (“Exercise Price”) shall be $7.50 per share, subject to adjustment as
      provided inSection
      8.




2.  EXERCISE
      OF WARRANT; EXPIRATION
      DATE.




2.1  Exercise.  This
      Warrant is
      exercisable during the period commencing on March ___, 2007 (“Commencement
      Date”) and ending on the Expiration Date as provided inSection 2.4below, in whole, or from time to time,
      in part, at the option of the Warrant Holder, upon surrender of this Warrant
      to
      the Company, or such other person as the Company may designate, together with
      a
      duly completed and executed form of exercise attached hereto (indicating
      exercise by payment of the Exercise Price) and payment of an amount equal to
      the
      then applicable Exercise Price multiplied by the number of Warrant Shares then
      being purchased upon such exercise.  The payment of the Exercise Price
      shall be in cash or by certified check or official bank check, payable to the
      order of the Company.  This warrant is exercisable in whole share
      increments only.




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









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




(a) a
      certificate or certificates for the
      number of full Warrant Shares to which such Warrant Holder shall be entitled
      upon such exercise; and




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




The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, as this Warrant shall be exercisable in whole share
      increments only.




2.4Expiration
      Date.  The term “Expiration Date” shall mean 5:00 p.m., Mountain
      time, on March ___, 2012, or if such date shall in the State of Colorado be
      a
      holiday or a day on which banks are authorized to close, then 5:00 p.m.,
      Mountain time the next following day which in the State of Colorado is not
      a
      holiday or a day on which banks are authorized to close.





2.5Mandatory
      Exercise of Warrant.  The Company shall have the right to require
      the Warrant Holder to exercise this Warrant in accordance with the following
      terms:





(a)In
      the event: (i)
      the Common Stock is quoted on the NASDAQ Capital Market and (ii) for a period
      of
      20 consecutive trading days, the closing bid price of the Common Stock has
      been
      above $10.00 per share and the daily trading volume of the Common Stock as
      reported by NASDAQ has been at least 50,000 shares, in each case on each of
      the
      20 consecutive trading days, the Company may, in its sole discretion, require
      the Warrant Holder to exercise the Warrant upon written notice delivered to
      the
      Warrant Holder (such requirement, a “Mandatory Exercise”).





(b)If
      the Company
      requires a Mandatory Exercise, the Company shall provide notice to the Warrant
      Holder as provided in Section 18 of this Warrant (a “Mandatory Exercise
      Notice”).  Upon receipt of the Mandatory Exercise Notice (the “Date of
      Receipt”), the holder shall, within five business days of the Date of Receipt,
      exercise this warrant for such number of shares (up to the total number of
      shares for which this Warrant is exercisable) as the Warrant Holder shall desire
      upon surrender of this Warrant to the Company, or such other person as the
      Company may designate, together with a duly completed and executed form of
      exercise attached hereto (indicating exercise by payment of the Exercise Price)
      and payment of an amount equal to the then applicable Exercise Price multiplied
      by the number of Warrant Shares then being purchased upon such
      exercise.  The payment of the Exercise Price shall be in cash or by
      certified check or official bank check, payable to the order of the
      Company.




(c)If
      a Warrant Holder
      shall fail to exercise this Warrant within thirty calendar days of the Date
      of
      Receipt, then all rights under this Warrant shall be automatically extinguished
      and of no further force or effect.





3.  REGISTRATION
      AND TRANSFER ON COMPANY
      BOOKS.




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




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




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









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




6.  LIMITATION
      ON EXERCISE AND
      SALES.




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




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




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





THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                  UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
                  LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
                  TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
                  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
                  ACT OF
                  1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY
                  ACCEPTABLE
                  FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
                  UNLESS SOLD
                  PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
                  ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
                  PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
                  LOAN OR
                  FINANCING ARRANGEMENT SECURED BY THE SECURITIES.THIS****WARRANT
                  MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
                  IS NOT
                  AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(c) OF
                  REGULATION D OF THE SECURITIES ACT OF 1933, AS
                  AMENDED.


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









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




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




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




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




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




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




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




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




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









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




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




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




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




15.  GOVERNING
      LAW.This
      Warrant shall be governed by and
      construed in accordance with the laws of the State of Colorado as such laws
      are
      applied to contracts made and to be fully performed entirely within that state
      between residents of that stateexcept to the extent
      the laws of the
      State of Nevada mandatorily apply because the Company is incorporated in the
      State of Nevada.




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




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




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




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





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




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




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







AEROGROW
      INTERNATIONAL, INC.











By:           _______________________________________


Michael Bissonnette, Chief Executive Officer









**Notice
      of Exercise**


To
      be
      Executed by the Warrant Holder


in
      Order
      to Exercise Warrant




The
      undersigned Warrant Holder hereby irrevocably elects to exercise the attached
      Warrant for ______ shares of Common Stock represented by this Warrant by payment
      of the Exercise Price in cash pursuant to Section 2.1(a) of the Warrant for
      the
      shares of Common Stock issuable upon the exercise of such Warrant, and requests
      that certificates for such shares of Common Stock shall be issued in the name
      of:




PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER





(Please
      print or type name and address)


and
      be
      delivered to










(Please
      print or type name and address)





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




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




Dated:
                _______________
            __________________________________________
              (Signature
                of Registered Holder)



















**ASSIGNMENT
      FORM**


To
      be
      executed by the Warrant Holder


in
      order
      to Assign Warrants





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




PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


(Please
        print or type name and address)







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






Dated:
                _______________
            __________________________________________
              (Signature
                of Registered Holder)








**CERTIFICATION
      OF STATUS OF TRANSFEREE**


**TO
      BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT**





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




Dated:
                _______________
            __________________________________________
              (Signature
                of Transferee)