EXHIBIT
        4.2

       

      THIS
        WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
        SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE
        OF
        THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
        OF
        SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES
        ACT
        AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY
        TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS
        WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH
        THE
        COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH
        SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.


      


      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, PROMULGATED UNDER
        THE
        ACT.

       

      ___________
        Warrants

      


      Void
        after 5:00 p.m., Colorado time on _______________, 2010

      


      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”) is the owner of the number of common stock purchase warrants
        (“Warrants”) specified above, each of which entitles the holder thereof to
        purchase, at any time during the period commencing on the Commencement Date
        (as
        defined herein) and ending on the Expiration Date (as defined herein), one
        fully
        paid and non-assessable share of common stock, par value $.001 per share
        (“Common Stock”), of the Company at a purchase price equal to the Exercise Price
        (as defined in Section 1.2) in lawful money of the United States of America
        in
        cash, subject to adjustment as hereinafter provided. These Warrants are part
        of
        the duly authorized issuance of Units of the Company, limited in aggregate
        principal amount to $3,000,000 of notes included in said Units, issued or
        to be
        issued by the Company pursuant to a certain private placement memorandum
        dated
        June 6, 2005.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.  WARRANT;
        EXERCISE PRICE.

       

      1.1  Each
        Warrant shall entitle the Warrant Holder the right to purchase one share
        of
        Common Stock of the Company (individually, a “Warrant Share” severally, the
“Warrant Shares”). 

       

      1.2  The
        purchase price payable upon exercise of each Warrant (“Exercise Price”) shall be
        the lesser of (i) $5.01 per share, or (ii) if a registered public offering
        of
        securities by the Company is declared effective under the Securities Act
        prior
        to the payment or conversion of the Notes (“Registered Offering”), 100% of the
        per share offering price of Common Stock in the first such Registered Offering
        (“Public Offering Price”). The Exercise Price and number of Warrant Shares
        purchasable pursuant to each Warrant are subject to adjustment as provided
        in
        Section 8. 

       

      2.  EXERCISE
        OF WARRANT; EXPIRATION DATE.
        

       

      2.1  This
        Warrant is exercisable during the period commencing on ___________, 2005
        [the
        closing date]
        (“Commencement Date”) and ending on the Expiration Date (as defined below in
        Section 2.5), in whole or from time to time in part, at the option of the
        Warrant Holder, upon surrender of this Warrant to the Company together with
        a
        duly completed form of exercise attached hereto 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.

       

      2.2  Each
        exercise of this Warrant shall be deemed to have been effected immediately
        prior
        to the close of business on the day on which this Warrant shall have been
        surrendered to the Company as provided in Section 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 in subsection 2.3 below shall be
        deemed
        to have become the holder or holders of record of the Warrant Shares represented
        by such certificates.

       

      2.3  Within
        three business days after the exercise of the purchase right represented
        by this
        Warrant, 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 (upon payment by such Warrant Holder of any applicable transfer taxes)
        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 plus, in lieu of any
        fractional share to which such Warrant Holder would otherwise be entitled,
        cash
        in an amount determined pursuant to Section 2.4 hereof, and 

       

      (b)  in
        case
        such exercise is in part only, a new Warrant or Warrants (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 in subsection
        2.1
        (prior to any adjustments made thereto pursuant to the provisions of this
        Warrant).

       

      
        
          
          

        

        
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            2
            -

          
            

          

        

        
          
          

        

      

       

      2.4  The
        Company shall not be required upon the exercise of this Warrant to issue
        any
        fractional shares, but shall make an adjustment thereof in cash on the basis
        of
        the “last sale price” (as defined below) of the Company's Common Stock on the
        trading day immediately prior to the date of exercise. For purposes of this
        Section 2.4, “last sale price” shall mean (i) if the Common Stock is listed on a
        national securities exchange or quoted on the Nasdaq National Market, Nasdaq
        SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin
        Board Exchange), the last sale price of the Common Stock in the principal
        trading market for the Common Stock as reported by the exchange, Nasdaq or
        the
        NASD, as the case may be; (ii) if the Common Stock is not listed on a national
        securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
        Market or the NASD OTC Bulletin Board (or successor such as the Bulletin
        Board
        Exchange), but is traded in the residual over-the-counter market, the closing
        bid price for the Common Stock on the last trading day preceding the date
        in
        question for which such quotations are reported by the Pink Sheets, LLC or
        similar publisher of such quotations; and (iii) if the fair market value
        of the
        Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
        price as the Board of Directors of the Company shall determine, in good faith.
        

       

      2.5  The
        term
“Expiration Date” shall mean 5:00 p.m., Colorado time on ____________, 2010
[five-year
        anniversary of the closing date],
        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., Colorado 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 or in the event of any merger, consolidation, or sale
        of
        substantially all the assets of the Company as, an entirety, resulting in
        any
        distribution to the Company’s stockholders, prior to the Expiration Date, the
        Warrant Holder shall have the right to exercise this Warrant commencing at
        such
        time through the Expiration Date into the kind and amount of shares of stock
        and
        other securities and property (including cash) receivable by a holder of
        the
        number of shares of Common Stock into which this Warrant might have been
        exercisable immediately prior thereto.

       

      2.6  The
        Company has engaged Keating Securities, LLC (“Keating”), on an exclusive basis,
        as its agent for the solicitation of this Warrant. In each instance in which
        a
        Warrant is exercised through the solicitation by Keating, the Company will
        pay
        from the proceeds received upon exercise of the Warrant, a fee of 5% of the
        purchase price to Keating. Notwithstanding the foregoing, no fee shall be
        payable to Keating under this Section 2.6 in the event the Registered Offering
        is declared effective under the Securities Act prior the first anniversary
        of
        the final closing of the Unit offering to which this issuance relates. The
        provisions of this Section 2.6 may not be modified, amended or deleted without
        the prior written consent of Keating.

       

      2.7  This
        Warrant is redeemable by the Company, in whole and not in part, on fifteen
        (15)
        days prior written notice at a redemption price of $0.0001 per share of Common
        Stock underlying this Warrant, at any time commencing the date of first issuance
        of this Warrant, provided an effective registration statement is in effect
        covering the Warrant Shares, and further provided that on all twenty of the
        trading days ending on the third day prior to the day on which the redemption
        notice is given, (i) the “last sale price,” as defined in Section 2.4 hereof,
        has been at least $7.50 per share of Common Stock, as adjusted for the events
        set forth in Section 8 hereof, and (ii) the average daily trading volume
        (as
        adjusted to exclude the highest and lowest volume trading days for the period)
        exceeds 50,000 shares per day. The redemption notice shall be mailed to the
        Warrant Holder at its, his or her address appearing on the books and records
        of
        the Company. Warrant Holders will have the right to exercise this Warrant
        until
        the close of business on the date fixed for redemption.

       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      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 in Section 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. As
        long
        as the Warrant shall be outstanding, the Company shall use its best efforts
        to
        cause all Warrant Shares issuable upon exercise of the Warrants to be listed
        (subject to official notice of issuance) on each securities exchange (or,
        if
        applicable on Nasdaq or the OTC Bulletin Board or any successor trading market)
        on which the Common Stock is then listed and/or quoted. 

       

      5.  EXCHANGE,
        TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANTS.
        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.
        Subject to the terms of Section 6, upon surrender of this Warrant to the
        Company
        at its principal office or at the office of its transfer agent, if any, with
        the
        Assignment Form annexed hereto duly executed and funds sufficient to pay
        any
        transfer tax, the Company shall, without charge, execute and deliver a new
        Warrant in the name of the assignee named in such instrument of assignment
        and
        this Warrant shall be promptly canceled. This Warrant may be divided or combined
        with other warrants which carry the same rights upon presentation hereof
        at the
        principal office of the Company 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 of and the loss, theft, destruction
        or
        mutilation of this Warrant and, in the case of loss, theft or destruction,
        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 Warrants. 

       

      6.  LIMITATION
        ON EXERCISE AND SALES.
        Each
        holder of this Warrant acknowledges that this Warrant and the Warrant Shares
        have not been registered under the Securities Act, as of the date of issuance
        hereof and agrees not to sell, pledge, distribute, offer for sale, transfer
        or
        otherwise dispose of this Warrant, or any Warrant Shares issued upon its
        exercise, in the absence of: (i) an effective registration statement under
        the
        Securities Act as to this Warrant or such Warrant Shares, as the case may
        be,
        under any applicable Blue Sky or state securities law then in effect, or
        (ii) an
        opinion of counsel, satisfactory to the Company, that such registration and
        qualification are not required. In addition, this Warrant only may be
        transferred to a transferee who certifies in writing to the Warrant Holder
        and
        to the Company that such transferee is an “accredited investor” within the
        meaning of Rule 501(a) promulgated by the Commission under the Securities
        Act.

       

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

       

      The
        Company shall be under no obligation to issue the shares covered by such
        exercise unless and until the Warrant Holder shall have executed the form
        of
        exercise annexed hereto that states that at the time of such exercise that
        it is
        then an “accredited investor” within the meaning of Rule 501(c) promulgated by
        the Commission under the Securities Act, is acquiring such shares for its
        own
        account, and will not transfer the Warrant Shares unless 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, in which event the Warrant Holder shall be bound
        by the
        provisions of a legend or legends to such effect that shall be endorsed upon
        the
        certificate(s) representing the Warrant Shares issued pursuant to such exercise.
        In such event, the Warrant Shares issued upon exercise hereof shall be imprinted
        with a legend in substantially the following form: 

       

      “This
        security has been acquired for investment and has not been registered under
        the
        Securities Act of 1933, as amended, or applicable state securities laws.
        This
        security may not be sold, pledged or otherwise transferred in the absence
        of
        such registration or pursuant to an exemption therefrom under said Act and
        such
        laws, supported by an opinion of counsel, reasonably satisfactory to the
        Company
        and its counsel, that such registration is not required.”

       

      7.  REGISTRATION
        RIGHTS OF WARRANT HOLDER.
        The
        Company has agreed to file and to use its best efforts to have declared
        effective a registration statement with the Commission to register for resale
        the Warrant Shares purchasable under this Warrant on a registration statement
        (the “Registration Statement”), in accordance with and subject to the terms and
        conditions of the registration rights discussed in Section 8 of the Subscription
        Agreement signed by the original Holder of this Warrant and accepted by the
        Company in connection with the offering to which these Warrants relate. These
        registration rights shall inure to the benefit of the transferees of this
        Warrant and the Warrant Shares.

       

      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 this Section 8: 

       

      (a)  In
        case,
        prior to the expiration of this Warrant by exercise or by its terms, the
        Company
        shall issue any shares of its Common Stock as a stock dividend or subdivide
        the
        number of outstanding shares of its Common Stock into a greater number of
        shares, then in either of such cases, the then applicable Exercise Price
        per
        Warrant Share purchasable pursuant to this Warrant in effect at the time
        of such
        action shall be proportionately reduced and the number of Warrant Shares
        at that
        time purchasable pursuant to this Warrant shall be proportionately increased;
        and conversely, in the event the Company shall reduce the number of outstanding
        shares of Common Stock by combining such shares into a smaller number of
        shares,
        then, in such case, the then applicable Exercise Price per Warrant Share
        purchasable pursuant to this Warrant in effect at the time of such action
        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, all
        Common Stock so issued shall, for the purpose of this Warrant, 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.

       

      
        
          
          

        

        
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            5
            -

          
            

          

        

        
          
          

        

      

       

      (b)  In
        case,
        prior to the expiration of this Warrant by exercise or by its terms, the
        Company
        shall be recapitalized by reclassifying its outstanding Common Stock, (other
        than a change in par value to no par value), or the corporation 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 in the event
        of any consolidation or merger of any such other corporation with, or the
        sale
        of all or substantially all of the property of any such other corporation
        to,
        another corporation or corporations), then, as a condition of such
        recapitalization, consolidation, merger or conveyance, lawful and adequate
        provision shall be made whereby the holder of this Warrant shall thereafter
        have
        the right to purchase, upon the basis and on the terms and conditions specified
        in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon
        the
        exercise of this Warrant, such shares of stock, securities or assets as may
        be
        issued or payable with respect to, or in exchange for the number of Warrant
        Shares theretofore purchasable upon the exercise of this Warrant, had such
        recapitalization, consolidation, merger, or conveyance not taken place; and
        in
        any such event, the rights of the Warrant Holder to any adjustment in the
        number
        of Warrant Shares purchasable upon the exercise of this Warrant, as hereinbefore
        provided, shall continue and be preserved in respect of any stock which the
        Warrant Holder becomes entitled to purchase.

       

      (c)  In
        case
        the Company at any time while this Warrant shall remain unexpired and
        unexercised 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., Colorado time, on the forty-fifth
        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.

       

      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

       

      (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 this Section
        8
        shall be made to the nearest cent or to the nearest 1/100th of 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 this Section 8 and 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 the Warrants,
        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 the
        Warrants. 

       

      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 the 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 twenty 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.

       

      
        
          
          

        

        
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            7
            -

          
            

          

        

        
          
          

        

      

       

      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 heirs,
        successors, assigns, pledgees, transferees and purchasers. Without limiting
        the
        foregoing, the registration rights referred to in Section 7 of this Warrant
        shall inure to the benefit of the Warrant Holder and all the Warrant Holder’s
        successors, heirs, pledgees, assignees, transferees and purchasers of this
        Warrant and the Warrant Shares.

       

      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 state except
        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 (i) agrees that any legal suit, action or proceeding arising out
        of or
        relating to this Warrant shall be instituted exclusively in the District
        Court,
        City and County of Denver or in the United States District Court for the
        District of Colorado, (ii) waives 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 consents to the jurisdiction of the District
        Court,
        City and County of Denver, and the United States District Court for the District
        of Colorado 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 District Court, City
        and
        County of Denver or in the United States District Court for the District
        of
        Colorado in person or by certified mail addressed as provided in the following
        Section.

       

      17.  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:

       

      
        
          
          

        

        
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            8
            -

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  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 SEC 


        

      

       

      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)
        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 _______________, 2005.

       

      
        	 	 	 
	 	AEROGROW
                INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  W. Michael Bissonnette

                Title:
                  CEO and President

              


      


      
        
          
          

        

        
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            9
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      Notice
        of Exercise

      To
        Be
        Executed by the Warrant Holder

      In
        Order
        to Exercise Warrants

       

      The
        undersigned Warrant Holder hereby irrevocably elects to exercise ______ Warrants
        represented by this Warrant, and to purchase the shares of Common Stock issuable
        upon the exercise of such Warrants, 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 Warrants shall not be all the Warrants evidenced by this Warrant,
        that a new Warrant for the balance of such Warrants 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 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. 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, 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)

              
	 	 	 


      

       

      
        
          
          

        

        
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            10
            -

          
            

          

        

        
          
          

        

      


      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 Warrants represented by this Warrant, 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)

              
	 	 	 
	 	 	    

	 	 	
                (Signature
                  Guaranteed)

              
	 	 	 


      

       

      THE
        SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST CORRESPOND TO
        THE
        NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT
        ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
        BY A
        COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
        EXCHANGE, COLORADO STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK
        EXCHANGE.

       

      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 promulgated under the
        Securities Act of 1933, as amended.

       

      
        	
                Dated:
                  _____________________

              	 	    

	 	 	
                (Signature
                  of Transferee)

              


      

       

      
 

      
        
          
          

        

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