EXHIBIT
      10.16

     

    AEROGROW
      INTERNATIONAL, INC.

     

    SUBSCRIPTION
      AGREEMENT

    
 

    INSTRUCTIONS

    


    


    IMPORTANT:
      PLEASE READ CAREFULLY BEFORE SIGNING.

    SIGNIFICANT
      REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.

     

    
      	 	
              1.

            	
              Individual
                Investors
                must complete the requested information on pages 12 and 13 and sign
                the
                signature page on Page 13.

            


    

    


    
      	 	
              2.

            	
              Entity
                Investors
                must complete the requested information on pages 14 and 15 and if
                applicable, page 16 and sign the signature page on page 15 and if
                applicable, page 16.

            


    

    


    
      	 	
              3.

            	
              Every
                Investor
                must complete the NASD questionnaire found on pages 17 through 20,
                and
                sign the signature page on page 21.

            


    

     

    
      	 	
              4.

            	
              Every
                Investor
                must complete Keating Securities, LLC Customer Account Application,
                attached hereto, if the Investor does not have a current Customer
                Account
                Application on file with Keating Securities,
                LLC.

            


    

     

    DELIVER
      THE EXECUTED AGREEMENTS, NASD QUESTIONNAIRE, AND CUSTOMER ACCOUNT APPLICATION
      TO:

    


    Keating
      Securities, LLC

    5252
      DTC Parkway, Suite 1090

    Greenwood
      Village, CO 80111

    Attention:
      Jeff Andrews

    


    ALONG
      WITH PAYMENT FOR THE UNITS SUBSCRIBED FOR

    


    If
      you
      are tendering a check, make it payable to “AeroGrow International, Inc.
      Segregated Account.” If you are paying by wire transfer, please contact Jeff
      Andrews of Keating Securities, LLC for instructions at (720) 889-0134.


    


    If
      you
      have any questions regarding this form, please contact Jeff Andrews of Keating
      Securities, LLC at (720) 889-0134. 

    


    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

        
        

      

    

    


    SUBSCRIPTION
      AGREEMENT

     

    AEROGROW
      INTERNATIONAL, INC. (“Company”) and the Investor hereby agree as
      follows:

     

    1.    Subscription
      for Securities.
      I
      (sometimes referred to herein as the “Investor”) hereby subscribe for and agree
      to purchase the number of units (“Units”), consisting of a 10% unsecured
      convertible promissory note in the principal amount of $10,000 due June 30,
      2006
      (“Note”) and 2,000 five-year warrants, each warrant providing for the purchase
      of one share of the Company’s common stock at the exercise price equal to 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 of
      1933, as amended (“Securities Act”) prior to the payment or conversion of the
      Note (“Registered Offering”), 100% of the per share offering price of the
      Company’s common stock in the first such Registered Offering (“Public Offering
      Price”) (“Warrants”), set forth on the signature page hereto upon the terms and
      conditions described in this Agreement. The price per Unit is
      $10,000.

     

    There
      will be a minimum subscription amount of 3 Units per Investor, or $30,000,
      unless the Company and the Placement Agent waive such minimum amount; provided,
      in no case shall fractional Units be offered or sold.

     

    The
      Units
      are being offered in a private placement in accordance with the terms set forth
      in the Confidential Private Placement Memorandum dated June 6, 2005. Capitalized
      terms not defined herein will have the same meaning as set forth in the
      Memorandum. The Units will have the terms and conditions described herein and
      in
      the Memorandum and the Warrants will have the terms and conditions as set forth
      in the Common Stock Purchase Warrant. Keating Securities, LLC. (“Keating
      Securities”) is acting as managing placement agent for the
      offering.

     

    2.    Offering
      Period.
      The
      Units will be offered for sale commencing on the date of the Memorandum and
      continuing until July 21, 2005, unless extended by the Company and Keating
      Securities without notice to investors to a date not later than August 15,
      2005
      (the "Termination Date"); provided, however, that the Offering Period shall
      in
      all events terminate upon the sale of all of the Units.

     

    3.    Investor
      Delivery of Documents and Payment.
      I
      hereby tender (i) to Steele Street State Bank, Denver, Colorado, for deposit
      into the Company’s Segregated Account, the full purchase price of the Units I am
      purchasing by check or wire, and (ii) to Keating Securities, one manually
      executed copy of this Subscription Agreement with the appropriate questionnaires
      therein completed, the completed NASD questionnaire attached to this
      Subscription Agreement and the Customer Account Application (if I have not
      previously provided one to the Placement Agent). If I am using a check, it
      will
      be made payable to “AeroGrow International, Inc. Segregated Account” maintained
      by the Company at Steele Street State Bank. If I am paying by wire transfer,
      I
      will contact Jeff Andrews of Keating Securities for instructions at (720)
      889-0134. Prior to the earlier of a Closing (as defined in Section 5 hereof)
      or
      the Termination Date, my check or wire transfer will be held in the Segregated
      Account maintained by the Company at Steele Street State Bank, which shall
      be a
      non-interest bearing segregated bank account subject to the terms and conditions
      herein. If the Company does not receive and accept my subscription by the
      Termination Date, my payment will be returned to me without interest or
      deduction.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    4.    Acceptance
      or Rejection of Subscription.
      The
      Company and Keating Securities have the right to reject this subscription for
      the Units, in whole or in part for any reason and at any time prior to the
      Closing, notwithstanding prior receipt by me of notice of acceptance of my
      subscription. In the event my subscription is rejected, my payment will be
      returned promptly to me without interest or deduction and this Subscription
      Agreement will have no force or effect. The Units subscribed for herein will
      not
      be deemed issued to or owned by me until one copy of this Subscription Agreement
      has been executed by me and countersigned by the Company and the Closing with
      respect to my subscription has occurred.

     

    5.    Closing
      and Delivery of Securities.
      The
      offering is being made on a “best efforts, no minimum, $3,000,000 maximum”
      basis. There
      is
      no minimum number of Units that must be sold prior to the closing of this
      offering. Accordingly, this offering may be closed at any time and in one or
      more closings for any subscriptions that are received and accepted by the
      Company, without the need for the Company to have sold any minimum number of
      Units. The
      initial closing (“Initial Closing”) may occur at any time, as determined jointly
      by the Company and Keating Securities. Subsequent closings with respect to
      the
      sale of additional Units may take place at any time with respect to
      subscriptions accepted by the Termination Date (each such closing, together
      with
      the Initial Closing, being referred to as the “Closing”). In the event my
      subscription is accepted and there is a Closing, my payment will be released
      to
      the Company and the certificates representing the Notes and the Warrants to
      which I am subscribing for will be delivered promptly to me along with a fully
      executed version of this Agreement.

     

    6.    Conditions
      to Closing.
      The
      Closing of this offering is conditioned on the Company effecting a 1-for-5
      reverse split of the Company’s outstanding Common Stock prior to the Initial
      Closing (“Reverse Split”). All securities in this offering are adjusted for and
      take into account the Reverse Split.

     

    7.    Offering
      to Accredited Investors.
      This
      offering is limited to accredited investors as defined in Section 2(15) of
      the
      Securities Act of 1933, as amended (“Securities Act”), and Rule 501 promulgated
      thereunder, and is being made without registration under the Securities Act
      in
      reliance upon the exemptions contained in Sections 3(b), 4(2) and/or 4(6) of
      the
      Securities Act, and Rule 506 of Regulation D, promulgated as part of the rules
      and regulations under the Securities Act, and applicable state securities laws.
      As indicated by the responses on the signature page hereof, the Investor is
      an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    8.    Registration
      Rights.

     

    8.1.  Filing
      of Registration Statement.
      The
      Company will file, on one occasion only, a registration statement under the
      Securities Act filed with the Securities and Exchange Commission (“Commission”)
      to register for re-offer and re-sale, the Common Stock into which the Notes
      may
      be converted, the Common Stock underlying the Warrants included in the Units
      and
      the Common Stock underlying the warrants received upon conversion of the Notes
      (collectively, “Registrable Securities”) on behalf of the Investors (or
      subsequent holders, referred to together as the “Holders”).
      The
      registration statement will be filed within sixty (60) days after the final
      Closing of this offering and the Company will use its commercially reasonable
      efforts to have the registration statement declared effective within one hundred
      fifty (150) days after the final Closing. Each Holder will provide upon request,
      such information as the Company may require for inclusion in the registration
      statement. All costs associated with the registration of the Registrable
      Securities, other than brokerage commissions incurred by the Holders in
      connection with resales of the Registrable Securities, shall be borne by the
      Company. The Registrable Securities and the Common Stock underlying the warrants
      to be issued to Placement Agents under this offering will be included on the
      registration statement. If the Registration Statement is not declared effective
      within 150 days of the Closing Date, for any reason, other than adverse market
      conditions as determined by the Placement Agent in its sole discretion,
      investors holding Notes with a principal amount of not less than $2,000,000
      in
      the aggregate may demand, on a one-time basis, the registration of the
      Registrable Securities and any Penalty Shares on a registration statement
      covering only the foregoing securities, unless the demanding Holders first
      consent in writing to the
      continuation of efforts to achieve effectiveness of the Registration Statement
      if previously filed by the Company. Upon
      effectiveness of any new or continued registration statement, the Company shall
      promptly file a Form 8-A to register its common stock under section 12(g) of
      the
      Exchange Act of 1934, as amended (“Exchange Act”) to the extent that such shares
      of Common Stock are not already registered. As long as the Notes remain
      outstanding, the Company shall provide to each purchaser: (i) quarterly
      financial statements prepared in accordance with GAAP within 45 days after
      the
      end of each quarter, and (ii) annual audited financial statements prepared
      in
      accordance with 90 days after the end of each fiscal year end, unless such
      financial statements are included in periodic reports under the Exchange Act,
      which are timely filed.

     

    8.2.  Effective
      and Current.
      The
      Company will use its reasonable commercial efforts to keep the registration
      statement which registers the Registrable Securities pursuant hereto effective
      and the related prospectus current until the earlier of the date by which all
      of
      the Registrable Securities has been sold or the date that the Registrable
      Securities may be sold pursuant to Rule 144(k) promulgated under the Securities
      Act as provided in Section 8.5 hereof.

     

    8.3.  Amended
      Prospectus.
      The
      Company will notify each Holder of such Registrable Securities as expeditiously
      as possible following the effectiveness of the registration statement on which
      the Registrable Securities are registered, and/or of any request by the
      Securities and Exchange Commission (“Commission”) for the amending or
      supplementing of such registration statement or prospectus. If the prospectus
      is
      amended to comply with the requirements of the Securities Act, the Holders,
      if
      requested by the Company, will immediately cease making offers of the
      Registrable Securities and return all prospectuses to the Company, and the
      Company will promptly provide the Holders with revised prospectuses to enable
      the Holders to resume making offers of the Registrable Securities. The Company
      will promptly notify the Holders, if after delivery of a prospectus to the
      Holders, that, in the judgment of the Company, it is advisable to suspend use
      of
      the prospectus delivered to the Holders due to pending material developments
      or
      other events that have not yet been publicly disclosed and as to which the
      Company believes public disclosure would be detrimental to the Company. Upon
      receipt of such notice, each such Holder will immediately discontinue any sales
      of Registrable Securities pursuant to such registration statement until such
      Holder has received copies of a supplemented or amended prospectus or until
      such
      Holder is advised in writing by the Company that the then current prospectus
      may
      be used and has received copies of any additional or supplemental filings that
      are incorporated or deemed incorporated by reference in such prospectus.
      Notwithstanding anything to the contrary herein, the Company will not exercise
      its rights under this subsection to suspend sales of Registrable Securities
      for
      a period in excess of 60 days in any 365-day period.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    8.4.  Indemnification.

     

    (a)  The
      Company will indemnify the Holders of the Registrable Securities to be sold
      pursuant to any registration statement hereunder, the officers and directors
      of
      each Holder, each underwriter of such Registrable Securities and each person,
      if
      any, who controls such Holders or underwriters within the meaning of Section
      15
      of the Securities Act or Section 20(a) of the Exchange Act, or any state
      securities law or regulation, against all loss, claim, damage, expense or
      liability (including all reasonable attorneys’ fees and other expenses
      reasonably incurred in investigating, preparing or defending against any claim
      whatsoever incurred by the indemnified party in any action or proceeding between
      (A) the indemnified party and any third party or otherwise or (B) the indemnitor
      and the indemnified party only with respect to an action or proceeding to
      enforce the indemnification provisions of this Section 8.4(a) to which any
      of
      them may become subject under the Securities Act, the Exchange Act or any other
      statute or at common law or otherwise under the laws of any of the United States
      or foreign countries, arising from such registration statement or based upon
      any
      untrue statement or alleged untrue statement of a material fact contained in
      (x)
      any preliminary prospectus, the registration statement or prospectus (as from
      time to time each may be amended and supplemented); (y) any post-effective
      amendment or amendments or any new registration statement and prospectus in
      which is included the Registrable Securities; or (z) any application or other
      document or written communication (collectively called “application”) executed
      by the Company or based upon written information furnished by the Company in
      any
      jurisdiction in order to qualify the Registrable Securities under the securities
      laws thereof or filed with the Commission, any state securities commission
      or
      agency or any securities exchange; or the omission or alleged omission therefrom
      of a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading, unless such statement or omission is made in reliance upon,
      and
      in conformity with, written information furnished to the Company by and with
      respect to such registered holders (“Purchaser Information”) expressly for use
      in any preliminary prospectus, the registration statement or prospectus, or
      any
      amendment or supplement thereof, or in any application, as the case may be,
      or
      unless the indemnities failed to deliver a final prospectus in which the
      material misstatement or omission was corrected. Subject to the foregoing
      provisions of this paragraph, the Company will reimburse such Holder,
      underwriter and each such controlling person for any legal or any other expenses
      reasonably incurred by such Holder, underwriter or controlling person in
      connection with investigating or defending any such loss, claim, damage,
      liability or action. The Company agrees promptly to notify such Holders of
      the
      commencement of any litigation or proceedings against the Company or any of
      its
      officers, directors or controlling persons in connection with the issue and
      sale
      or resale of the Registrable Securities or in connection with the registration
      statement or prospectus.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Holders agree to indemnify and hold harmless the Company, the officers and
      directors of the Company and each person, if any, who controls the Company
      within the meaning of Section 15 of the Securities Act or Section 20(a) of
      the
      Exchange Act against all loss, claim, damage, expense or liability to which
      the
      Company or such controlling person may become subject, under the Securities
      Act
      or otherwise insofar as such losses, claims, damages, expenses or liabilities
      (or actions in respect thereof) arise out of or are based upon Purchaser
      Information that is included or relied upon by the Company in the registration
      statement or prospectus or any amendment or supplement thereto or in any
      application; and will reimburse the Company, officer, director and each such
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, provided that such loss, claim, damage, expense or
      liability is found ultimately to arise out of or be based upon such Purchaser
      Information.

     

    (c)  Any
      party
      entitled to indemnification hereunder (“Indemnified Party”) will permit the
      Company to assume the defense of any such claim or any litigation resulting
      therefrom; provided, that counsel for the Company, who will conduct the defense
      of such claim or litigation, will be approved by the Indemnified Party (whose
      approval shall not be unreasonably withheld). The Indemnified Party may
      participate in such defense at such party’s expense; provided, however, that the
      Company will pay such expense if representation of such Indemnified Party by
      the
      counsel retained by the Company would be inappropriate due to actual or
      potential differing interests between the Indemnified Party and any other party
      represented by such counsel in such proceeding; provided further that in no
      event will the Company be required to pay the expenses of more than one law
      firm
      per jurisdiction as counsel for the Indemnified Party. The Company is also
      responsible for the expenses of such defense if the Company does not elect
      to
      assume such defense. The Company, in the defense of any such claim or litigation
      may not, except with the consent of each Indemnified Party, consent to entry
      of
      any judgment or enter into any settlement which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party of a release from all liability in respect of such claim
      or
      litigation, and no Indemnified Party may consent to entry of any judgment or
      settle such claim or litigation without the prior written consent of the
      Company, which consent may not be unreasonably withheld.

     

    8.5.  Periodic
      Reporting.
      The
      Company agrees that during the period commencing on the effectiveness of any
      registration statement with respect to the Company’s securities and continuing
      until the Holder can sell his Registrable Securities without restriction under
      Rule 144(k) promulgated under the Securities Act and all restrictive legends
      under the Securities Act are removed from the certificates representing such
      securities and any stop transfer order for such certificates is removed, it
      will
      timely file all reports due pursuant to the Exchange Act and it will not
      terminate its obligation to file periodic reports under the Exchange Act or
      Securities Act.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    8.6.  Expiration
      of Registration Rights.
      Notwithstanding anything to the contrary contained herein, such registration
      is
      not required to be continued for any Holder of Registrable Securities if in
      the
      opinion of counsel to the Company, the Holder can sell his Registrable
      Securities without restriction under Rule 144(k) promulgated under the
      Securities Act and all restrictive legends under the Securities Act are removed
      from the certificates representing such securities and any stop transfer order
      for such certificates is removed.

     

    8.7.  Successors.
      The
      registration rights granted to the Holders inure to the benefit of all the
      Holder’s successors, heirs, pledges, assignees, transferees and purchasers of
      the Notes, Warrants or underlying Common Stock, subject to the limitations
      imposed by interpretations of the SEC regarding selling security holder
      registration statements.

     

    8.8.  Penalties.
      The
      Company and Holder agree that Holder will suffer damages if the Company fails
      to
      fulfill certain of its filing date and other obligations pursuant to Sections
      8.1 and 8.5 hereof and that it would not be possible to ascertain the extent
      of
      such damages with precision. Accordingly, the Company hereby agrees to pay
      liquidated damages (“Liquidated Damages”) to the Holder under the following
      circumstances: (a) if the Registration Statement is not filed by the Company
      on
      or prior to 60 days after the final Closing in the offering (such an event,
      a
“Filing Default”); (b) if the Registration Statement is not declared effective
      by the SEC on or prior to 150 days after the final Closing in the offering
      (such
      an event, an “Effectiveness Default”); or (c) if, pursuant to the Company’s
      obligations under Section 8.5 hereof, the Company does not file its required
      periodic reports under the Exchange Act when due (such an event, a “Reporting
      Default” and together with a Filing Default and an Effectiveness Default, a “SEC
      Default”). In the event of an SEC Default, the Company shall as Liquidated
      Damages pay to Holder, for each 30-day period of an SEC Default, an amount
      equal
      to 1% of the aggregate purchase price paid for the Units purchased in the
      offering pursuant to this Agreement up to a maximum aggregate of 24 months
      of
      SEC Defaults. The Company shall pay the Liquidated Damages in shares of Common
      Stock, priced at $2.00 per share as follows: (i) in connection with a Filing
      Default, on the 61st day after the Initial Closing, and each 30th day thereafter
      until the Registration Statement is filed with the SEC; (ii) in connection
      with an Effectiveness Default, on the 151st
      day
      after the Initial Closing, and each 30th day thereafter until the Registration
      Statement is declared effective by the SEC; or (iii) in connection with a
      Reporting Default, on the 31st
      consecutive day of after a Reporting Default has occurred, provided that if
      the
      Reporting Default has been cured, then such days during which a Reporting
      Default were accruing will be added to any future Reporting Default period
      for
      the purposes of calculating the payment of the liquidated damages provided
      for
      in this provision. Notwithstanding the foregoing, there shall be no penalty
      for
      a delay in filing or effectiveness caused by adverse market conditions as
      determined by the Placement Agent in it sole discretion.

     

    8.9.  Lock-up
      Provisions.
      Notwithstanding the Registration Rights or an effective Registration Statement
      for the Conversion Shares and Underlying Common Stock, each Investor will be
      contractually prohibited from selling or transferring any Conversion Shares
      or
      Underlying Common Stock until the 180th day following the closing of the
      Registered Offering, unless the underwriter agrees to an earlier
      date.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    9.    Investor
      Representations and Warranties.

     

    9.1.  Investor
      Representations.
      I am
      aware that, except for any rescission rights that may be provided under
      applicable laws, I am not entitled to cancel, terminate or revoke this
      subscription, and any agreements made in connection herewith will survive my
      death or disability. In order to induce the Company to issue and sell the Units
      to me, I represent and warrant that the information relating to me stated herein
      is true and complete as of the date hereof and will be true and complete as
      of
      the date on which my purchase of Units becomes effective. If, prior to the
      final
      consummation of the offer and sale of the Units, there should be any change
      in
      such information or any of the information becomes incorrect or incomplete,
      I
      agree to notify the Company and supply the Company promptly with corrective
      information.

     

    9.2.  Information
      About the Company.

     

    (a)  I
      have
      read the Memorandum relating to this offering and all exhibits listed therein
      and fully understand the Memorandum, including the “Risk Factors” contained
      therein. I have been given access to full and complete information regarding
      the
      Company and have utilized such access to my satisfaction for the purpose of
      verifying the information included in the Memorandum and exhibits thereto,
      and I
      have either met with or been given reasonable opportunity to meet with officers
      of the Company for the purpose of asking reasonable questions of such officers
      concerning the terms and conditions of the offering of the Units and the
      business and operations of the Company, and all such questions have been
      answered to my full satisfaction. I also have been given an opportunity to
      obtain any additional relevant information to the extent reasonably available
      to
      the Company. I have received all information and materials regarding the Company
      that I have reasonably requested. After my reading of the materials about the
      Company, I understand that there is no assurance as to the future performance
      of
      the Company.

     

    (b)  I
      have
      received no representation or warranty from the Company or Keating Securities
      or
      any of their respective officers, directors, employees or agents in respect
      of
      my investment in the Company. I am not participating in the offering as a result
      of or subsequent to: (i) any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or broadcast
      over television, radio or the Internet, or (ii) any seminar or meeting whose
      attendees have been invited by any general solicitation or general
      advertising.

     

    9.3.  Speculative
      Investment.
      I am
      aware that the Units are a speculative investment that involves a high degree
      of
      risk including, but not limited to, the risk of losses from operations of the
      Company and the total loss of my investment. I have such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of an investment in the Units and have obtained, in my
      judgment, sufficient information from the Company to evaluate the merits and
      risks of an investment in the Company. I have not utilized any person as my
      purchaser representative (as defined in Regulation D) in connection with
      evaluating such merits and risks and have relied solely upon my own
      investigation in making a decision to invest in the Company. I have been urged
      to seek independent advice from my professional advisors relating to the
      suitability of an investment in the Company in view of my overall financial
      needs and with respect to the legal and tax implications of such investment.
      I
      believe that the investment in the Units is suitable for me based upon my
      investment objectives and financial needs, and I have adequate means for
      providing for my current financial needs and contingencies and have no need
      for
      liquidity with respect to my investment in the Company. The investment in the
      Company does not constitute all or substantially all of my investment
      portfolio.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    9.4.  Restrictions
      on Transfer.
      I
      understand that (i) none of the Registrable Securities have been registered
      under the Securities Act or the securities laws of certain states in reliance
      on
      specific exemptions from registration, (ii) no securities administrator of
      any
      state or the federal government has recommended or endorsed this offering or
      made any finding or determination relating to the fairness of an investment
      in
      the Company, and (iii) the Company is relying on my representations and
      agreements for the purpose of determining whether this transaction meets the
      requirements of the exemptions afforded by the Securities Act and certain state
      securities laws. Other than as set forth herein, I acknowledge that there is
      no
      assurance that the Company will file any registration statement for the
      securities I am purchasing, that such registration statement, if filed, will
      be
      declared effective or, if declared effective, that the Company will be able
      to
      keep it effective until I sell the securities registered thereon. Furthermore,
      I
      agree to furnish the Company with such information regarding myself and the
      distribution of the securities proposed by me as the Company may request in
      connection with any registration, qualification or compliance with the Company’s
      registration obligations set forth herein.

     

    9.5.  Investment
      Representation.
      I am
      purchasing the Units for my own account for investment and not with a view
      to,
      or for sale in connection with, any subsequent distribution of the securities,
      nor with any present intention of selling or otherwise disposing of all or
      any
      part of the Registrable Securities. I
      understand that, although there is a public market for the Registrable
      Securities, there is no assurance that such market will continue and there
      is no
      market at present for the Warrants and it is unlikely that a market will ever
      develop for the Warrants in the future. I understand and agree that the
      Registrable Securities cannot be resold, pledged, assigned or otherwise disposed
      of unless they are subsequently registered under the Securities Act and under
      applicable securities laws of certain states, or an exemption from such
      registration is available.
      I
      understand that, except as set forth herein, the Company is under no obligation
      to register the securities or to assist me in complying with any exemption
      from
      such registration under the Securities Act or any state securities laws. I
      hereby authorize the Company to place a legend denoting the restrictions on
      the
      certificates representing the securities.

     

    9.6.  Entity
      Authority.
      If the
      Investor is a corporation, partnership, company, trust, employee benefit plan,
      individual retirement account, Keogh Plan or other tax-exempt entity, it is
      authorized and qualified to become an investor in the Company and the person
      signing this Subscription Agreement on behalf of such entity has been duly
      authorized by such entity to do so.

     

    9.7.  No
      Offer Until Determination of Suitability.
      I
      acknowledge that any delivery to me of the documents relating to the offering
      of
      the Units prior to the determination by the Company of my suitability will
      not
      constitute an offer of the Units until such determination of suitability is
      made.

     

    9.8.  For
      Florida Residents.
      None of
      the Units, Notes or underlying Common Stock and Warrants have been registered
      under the Florida Securities Act, by reason of specific exemptions thereunder
      relating to the limited availability of the offering. Pursuant to Section
      517.061(11) of the Florida Securities Act, when sales are made to five (5)
      or
      more persons in Florida, any sale made pursuant to Subsection 517.061(11) of
      the
      Florida Securities Act will be voidable by such Florida purchaser either within
      three days after the first tender of consideration is made by the purchaser
      to
      the issuer or an agent of the issuer, or within three days after the
      availability of the privilege is communicated to such purchaser, whichever
      occurs later. In addition, as required by Section 517.061(11)(a)(3), Florida
      Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may
      have, at the offices of the Company, at any reasonable hour, after reasonable
      notice, access to the materials set forth in the Rule that the Company can
      obtain without unreasonable effort or expense.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    10.    Indemnification.
      I
      hereby agree to indemnify and hold harmless the Company and Keating Securities,
      their respective officers, directors, stockholders, employees, agents and
      attorneys against any and all losses, claims, demands, liabilities, and expenses
      (including reasonable legal or other expenses incurred by each such person
      in
      connection with defending or investigating any such claims or liabilities,
      whether or not resulting in any liability to such person or whether incurred
      by
      the indemnified party in any action or proceeding between the indemnitor and
      indemnified party or between the indemnified party and any third party) to
      which
      any such indemnified party may become subject, insofar as such losses, claims,
      demands, liabilities and expenses (a) arise out of or are based upon any untrue
      statement or alleged untrue statement of a material fact made by me and
      contained herein or (b) arise out of or are based upon any breach by me of
      any
      representation, warranty or agreement made by me contained herein. Keating
      Securities is a third-party beneficiary of this Section and this Section may
      not
      be modified or amended without the prior written agreement of Keating
      Securities.

     

    11.    Severability;
      Remedies.
      In the
      event any parts of this Subscription Agreement are found to be void, the
      remaining provisions of this Subscription Agreement are nevertheless binding
      with the same effect as though the void parts were deleted.

     

    12.    Governing
      Law and Jurisdiction.
      This
      Subscription Agreement will be deemed to have been made and delivered in
      Colorado and will be governed as to validity, interpretation, construction,
      effect and in all other respects by the internal laws of the State of Colorado.
      Each of the Company and the Investor hereby (i) agrees that any legal suit,
      action or proceeding arising out of or relating to this Subscription Agreement
      will 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 for such suit, action or
      proceeding, (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, (iv) agrees to
      accept and acknowledge service of 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 and (v)
      agrees that service of process upon it mailed by certified mail to its address
      set forth on my signature page will be deemed in every respect effective service
      of process upon it in any suit, action or proceeding.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    13.    Counterparts.
      This
      Subscription Agreement may be executed in one or more counterparts, each of
      which will be deemed an original but all of which together will constitute
      one
      and the same instrument. The execution of this Subscription Agreement may be
      by
      actual or facsimile signature.

     

    14.    Benefit.
      Except
      as otherwise set forth herein, this Subscription Agreement is binding upon
      and
      inures to the benefit of the parties hereto (and Keating Securities to the
      extent it is a third-party beneficiary hereof) and their respective heirs,
      executors, personal representatives, successors and assigns. Keating Securities
      is a third-party beneficiary with respect to any sections hereof that so state
      or that otherwise indicate that Keating Securities would be entitled to rely
      on
      the representations, warranties or covenants made by me therein.

     

    15.    Notices.
      All
      notices, offers, acceptance and any other acts under this Subscription Agreement
      (except payment) must be in writing, and is sufficiently given if delivered
      to
      the addressees in person, by overnight courier service, or, if mailed, postage
      prepaid, by certified mail (return receipt requested), and will be effective
      three days after being placed in the mail if mailed, or upon receipt or refusal
      of receipt, if delivered personally or by courier or confirmed telecopy, in
      each
      case addressed to a party. All communications to me should be sent to my
      preferred address on the signature page hereto. All communications to the
      Company should be sent to:

     

    
      
        	 	
                AEROGROW
                  INTERNATIONAL, INC.

              
	 	
                900
                  28th
                  Street, Suite 201

              
	 	
                Boulder,
                  CO 80303

              
	 	
                Tel:
                  303-444-7755

              
	 	
                Fax:
                  303-444-0406

              
	 	 
	 	
                (or
                  to such person, address, and telephone and fax number set forth
                  in the
                  Company’s last filing with the SEC) 

              
	 	 
	
                and

              	
                Keating
                  Securities, LLC

              
	 	
                5251
                  DTC Parkway, Suite 1090

              
	 	
                Greenwood
                  Village, CO 80111

              
	 	
                Attn:
                  Timothy J. Keating

              
	 	
                Tel.:
                  (720) 889-0131

              
	 	
                Fax:
                  (720) 889-0135

              


      

    

     

    16.    Oral
      Evidence.
      This
      Subscription Agreement constitutes the entire agreement between the parties
      with
      respect to the subject matter hereof and supersedes all prior oral and written
      agreements between the parties hereto with respect to the subject matter hereof.
      This Subscription Agreement may not be changed, waived, discharged, or
      terminated orally, but rather, only by a statement in writing signed by the
      party or parties against which enforcement or the change, waiver, discharge
      or
      termination is sought.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    17.    Section
      Headings.
      Section
      headings herein have been inserted for reference only and will not be deemed
      to
      limit or otherwise affect, in any matter, or be deemed to interpret in whole
      or
      in part, any of the terms or provisions of this Subscription
      Agreement.

     

    18.    Survival
      of Representations, Warranties and Agreements.
      The
      representations, warranties and agreements contained herein will survive the
      delivery of, and the payment for, the Units.

     

    19.    Acceptance
      of Subscription.
      The
      Company may accept this Subscription Agreement at any time for all or any
      portion of the Securities subscribed for by executing a copy hereof as provided
      and notifying me within a reasonable time thereafter.

     

     

    [SIGNATURE
      PAGES FOLLOW]

     

     

     

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


     

    SIGNATURE
      PAGE FOR
      INDIVIDUAL INVESTORS
      -
      COMPLETE ALL INFORMATION

     

    


    Name:
      ________________________________________________ Name
      of Joint Investor
      (if
      any): ____________________________________

     

    Residence
      Address:
      __________________________________________________________________________________________________

    


    Telephone:
      (H)_______________________________ (W)_______________________________________
      Fax __________________________

     

    Occupation:__________________________________________________Employer:_______________________________________________

    


    Business
      Address:
      ___________________________________________________________________________________________________

    


    Send
      communications to:
       ̈ Home
          ̈ Office     ̈ E-Mail:
      ______________________________________________________________________

    


    Age:
      _______________

    


    Social
      Security Number:
      ____________________

    


    Check
      manner in which securities are to be held:

    


    
      	
               ̈ Individual
                Ownership

            	
               ̈ Tenants
                in Common

            	
               ̈ Joint
                Tenants with
Right
                of Survivorship
(both
                parties must sign)

            
	 	 	 
	
               ̈ Community
                Property

            	 	
               ̈ Other
                (please indicate)

              _______________________

            
	 	 	 


    

    Amount
      of Investment:

    


    Number
      of
      Units (minimum of 3 Units per Investor) :______________

    


    Corresponding
      dollar amount ($10,000 multiplied by number of Units):
      $_______________

     

    Accredited
      Investor Status For Individuals.
      (INVESTORS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
      REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND
      INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED
      TO THE ENTITY SIGNATURE PAGE). 

     

    (a)  I
      am an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder because (check any boxes that
      apply):

     

    
      	
              
                o

              

            	
              My
                individual annual income during each of the two most recent years
                exceeded
                $200,000 and I expect my annual income during the current year will
                exceed
                $200,000.

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	
              o

            	
              If
                I am married, my joint annual income with my spouse during each of
                the two
                most recent years exceeded $300,000 and I expect my joint annual
                income
                with my spouse during the current year will exceed
                $300,000.

            
	 	 
	
              o

            	
              My
                individual or joint (together with my spouse) net worth (including
                my
                home, home furnishings and automobiles) exceeds
                $1,000,000.

            


    

     

    (b)  The
      aggregate value of my assets is approximately $___________.

     

    (c)  My
      aggregate liabilities are approximately $___________.

     

    (d)  My
      current and expected income is:


    
      	
              YEAR

            	
              INCOME

            
	
              2005
                (Estimated)

            	
              $

            
	
              2004
                (Actual)

            	
              $

            
	
              2003
                (Actual)

            	
              $

            


    

    


    I
      hereby
      confirm the information set forth above is true and correct in all respects
      as
      of the date hereof and will be on the date of the purchase of Units.


    


    
      	
               

              ALL
                INVESTORS MUST SIGN AND PRINT NAME BELOW

               

              Signature:_____________________________________________

               

              Print
                Name:____________________________________________

               

              Date:_________________________________________________

               

              Signature:_____________________________________________

               

              Print
                Name:____________________________________________

               

              Date:_________________________________________________

               

            	
               

              The
                foregoing subscription is accepted and the Company hereby agrees
                to be
                bound by its terms.

               

              AEROGROW
                INTERNATIONAL, INC.

               

               

              By:____________________________________________________

               

              Name:__________________________________________________

               

              Title:___________________________________________________

               

              Date:___________________________________________________

            


    

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
      PAGE FOR ENTITY
      INVESTORS
      -
      COMPLETE ALL INFORMATION

    


    Name
      of Entity:
      _______________________________________________________________________________________________

     

    Address
      of Principal Office:______________________________________________________________________________________

    


    Telephone:
      ______________________________________________________________ Fax:
      ________________________________

    


    Taxpayer
      Identification Number:
      ____________________________

    


    Check
      type of Entity:

    
      	
               ̈

               

            	
              Employee
                Benefit Plan Trust

               

            	 	
               ̈

               

            	
              Limited
                Partnership

               

            	 	
               ̈

               

            	
              General
                Partnership

               

            	 	
               ̈

               

            	
              Individual
                Retirement Account

               

            
	 	 	 	 	 	 	 	 	 	 	 
	
               ̈

               

            	
              Limited
                Liability Company

               

            	 	
               ̈

               

            	
              Revocable
                Trust

               

            	 	
               ̈

               

            	
              Corporation

               

            	 	
               ̈

               

            	
              Other

              (please
                indicate)

               

            


    

    


    
      	 	
               ̈

            	
              Irrevocable
                Trust (If the Investor is an Irrevocable Trust, a supplemental
                questionnaire must be completed by the person directing the decision
                for
                the trust to determine by accredited investor status. Please contact
                Keating Securities for a copy of such supplemental
                questionnaire.)

            


    

    


    Amount
      of Investment:

    


    Number
      of
      Units (minimum 3 Units per Investor):______________

    


    Corresponding
      dollar amount ($10,000 multiplied by number of Units):
      $_______________

    


    Date
      of Formation or incorporation:
      ____________ State
      of Formation:
      _____________________

    


    Describe
      the business of the Entity:
      _________________________________________________________________________________

    


    _____________________________________________________________________________________________________________

    


    List
      the names and positions
      of the
      executive officers, managing members, partners or trustees authorized to act
      with respect to investments by the Entity generally and specify who has the
      authority to act with respect to this investment.

    


    
      	
              Name

            	
              Position

            	
              Authority
                for this investment (yes or no)

            
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    Accredited
      Investor Status for Entities.
      

     

    (a)    Check
      all
      boxes which apply (IRA Entities can skip this question and go to
      (b)):

     

    
      	 	
              o

            	
              The
                Entity was not
                formed for the specific purpose of investing in the
                Company

            


    

    
      	 	
              o

            	
              The
                Entity has total assets in excess of $5 million
                dollars

            


    

    
      	 	
              o

            	
              For
                Employee Benefit Plan Trusts Only:
                The decision to invest in the Company was made by a plan fiduciary,
                as
                defined in Section 3(21) of ERISA, who is either a bank, insurance
                company
                or registered investment advisor.

            


    

     

    (b)    If
      you
      did not check the first two of the three boxes in Question (a) or
      if the
      Entity is an Individual Retirement Account, a Self-directed Employee Benefit
      Plan Trust or an Irrevocable Trust, list the name of each person
      who:

     

    (i)  owns
      an
      equity interest in the Entity (i.e., each shareholder if the Entity is a
      corporation, each member if the Entity is a limited liability company and each
      partner if the Entity is a partnership); or

     

    (ii)  is
      a
      grantor for the revocable trust or Individual Retirement Account;
      or

     

    (iii)  is
      the
      person making the investment decision for a self-directed Employee Benefit
      Plan
      Trust; or

     

    (iv)  is
      the
      person making the investment decisions for an Irrevocable Trust.

     

                                                      
      ___________________________  __________________________

     

                                                      
      ___________________________  __________________________

    


    EACH
      PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE COMPANY THE
      ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
      CONFIRMATION IMMEDIATELY FOLLOWING.

    


    
      	
              INVESTOR:

               

               

               

              ____________________________________________________

              Signature
                of Authorized Signatory

               

              Name:_______________________________________________

              Title:________________________________________________

              Date:________________________________________________

               

            	
              The
                foregoing subscription is accepted and the Company hereby agrees
                to be
                bound by its terms.

               

               

              AEROGROW
                INTERNATIONAL, INC.

               

              By:_______________________________________________

              Name:_____________________________________________

              Title:______________________________________________

              Date:______________________________________________

            


    

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    


    


    Accredited
      Investor Questions for Entity equity owners and investment decision
      makers

     

    (a)    I
      am an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder because (check any boxes that
      apply):

     

    
      	
              o

            	
              My
                individual annual income during each of the two most recent years
                exceeded
                $200,000 and I expect my annual income during the current year will
                exceed
                $200,000.

            
	 	 
	
              o

            	
              If
                I am married, my joint annual income with my spouse during each of
                the two
                most recent years exceeded $300,000 and I expect my joint annual
                income
                with my spouse during the current year will exceed
                $300,000.

            
	 	 
	
              o

            	
              My
                individual or joint (together with my spouse) net worth (including
                my
                home, home furnishings and automobiles) exceeds
                $1,000,000.

            


    

     

    (b)    The
      aggregate value of my assets is approximately $___________.

     

    (c)    My
      aggregate liabilities are approximately $___________.

     

    (d)    My
      current and expected income is:

     

    
      	
              YEAR

            	
              INCOME

            
	
              2005
                (Estimated)

            	
              $

            
	
              2004
                (Actual)

            	
              $

            
	
              2003
                (Actual)

            	
              $

            


    

    


    I
      hereby
      confirm the information set forth above is true and correct in all respects
      as
      of the date hereof and will be on the date of the purchase of
      Units.

     

    Date:__________________________________                           
      __________________________________

     Name:

    


    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


    AEROGROW
      INTERNATIONAL, INC.

    


    NASD
      QUESTIONNAIRE

    
 

    


    INSTRUCTIONS

    


    


    IMPORTANT:
      PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED
      IN THIS QUESTIONNAIRE.

     

    
      	 	
              1.

            	
              READ
                ALL DEFINITIONS ON PAGES 18 AND 19 BEFORE ANSWERING ANY
                QUESTIONS.

            


    

    


    
      	 	
              2.

            	
              EVERY
                PERSON MUST ANSWER QUESTIONS 1 THROUGH 7 AND SIGN ON PAGE
                21.

            


    

     

    If
      you
      have any questions regarding this questionnaire, please call Richard Kranitz,
      Esq., at Kranitz & Phillip, (262) 375-0625.

    


    


    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    DEFINITIONS
      FOR NASD QUESTIONNAIRE

    


    


    
      	Affiliate:	
              An
                Affiliate of any person (for purposes hereof a “person” includes a
                partnership, corporation or other legal entity such as a trust or
                estate)
                is a person which controls, is controlled by or is under common control
                with such person. For purposes of this
                definition:

            


    

    


    (i)    a
      person
      should be presumed to control a Member of the NASD if the person beneficially
      owns 10% or more of the outstanding voting securities of a Member of the NASD
      which is a corporation, or beneficially owns a partnership interest in 10%
      or
      more of the distributable profits or losses of a Member of the NASD which is
      a
      partnership;

    


    (ii)   a
      Member
      of the NASD should be presumed to control a person if the Member of the NASD
      and
      Persons Associated with a Member of the NASD beneficially own 10% or more of
      the
      outstanding voting securities of a person which is a corporation, or
      beneficially own a partnership interest in 10% or more of the distributable
      profits or losses of a person which is a partnership; and

    


    (iii)   a
      person
      should be presumed to be under common control with a Member of the NASD
      if:

    


    (1)    the
      same
      person controls both the Member of the NASD and such person by beneficially
      owning 10% or more of the outstanding voting securities of the Member of the
      NASD and other such person which is a corporation, or by beneficially owning
      a
      partnership interest in 10% or more of the distributable profits or losses
      of
      the Member of the NASD and other such person which is a partnership;
      or

    


    (2)    a
      person
      having the power to direct or cause the direction of the management or policies
      of the Member of the NASD also has the power to direct or cause the direction
      of
      the management or policies of the other entity in question.

    


    
      	
              Immediate

              Family:

            	
               

              The
                “Immediate Family” of any person, including an employee of or Person
                Associated with a Member of the NASD, includes the parents, mother-in-law,
                father-in-law, husband or wife, brother or sister, brother-in-law
                or
                sister-in-law, son-in-law or daughter-in-law, and children of such
                person
                or any other individual who is supported, directly or indirectly,
                to a
                material extent by such person.

            


    

    


    
      	
              Member
                of

              the
                NASD:

            	
               

              A
                “Member of the NASD” is any broker or dealer admitted to membership in the
                NASD.

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      
        	NASD:	
                The
                  National Association of Securities Dealers,
                  Inc.

              


      

    

     

    
      Person
        

      Associated
        

      with
        a Member 

      of
        the NASD:      A
“Person
        Associated with a Member of the NASD” is every sole proprietor, partner,
        officer, director or branch manager of any Member of the NASD, or any natural
        person occupying a similar status or performing similar functions, or any
        natural person engaged in the investment banking or securities business who
        is
        directly or indirectly controlling or controlled by such Member of the NASD
        (for
        example, any employee), whether or not any such person is registered or exempt
        from registration with the NASD. 

    

    


    Print
      Name:__________________________

    


    
      	1.	
              State
                whether you or any of your Affiliates or any members of your Immediate
                Family are

            


    

     

    (a)    a
      Member
      of the NASD;

     

     ̈ Yes     ̈ No

     

    (b)    a
      Person
      Associated with a Member of the NASD; or

     

     ̈ Yes     ̈ No

     

    (c)    an
      Affiliate of a Member of the NASD.

     

     ̈ Yes     ̈ No

     

    
      
        	
                2.

              	
                State
                  whether you or any of your Affiliates own stock or other securities
                  of any
                  Member of the NASD or an Affiliate of a Member of the
                  NASD.

              


      

      
        	 	 


      

    

     ̈ Yes     ̈ No

     

    
      
        	
                3.

              	
                State
                  whether you or any of your Affiliates have made a subordinated
                  loan to any
                  Member of the NASD.

              


      

      
        	 	 


      

    

     ̈ Yes     ̈ No

     

    
      	
              4.

            	
              If
                you marked “Yes” to any of the questions above, please briefly describe
                the facts below, giving the names of the Members of the NASD to which
                your
                answer refers (including, for example, percentage of ownership, amount
                of
                loan and interest payable, applicable dates, names of Affiliates,
                immediate family, etc.).

            


    

     

    
      
        

      

    

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      
        

      

    

     

    State
      whether you are an Immediate Family member of a partner of Kranitz &
      Phillip, counsel to AeroGrow.

     

     ̈ Yes     ̈ No

     

    
      
        	6.	
                (a)    State
                  whether you provide any consulting or other services to
                  AeroGrow.

              


      

      
        	 	 


      

    

     ̈ Yes     ̈ No

     

    If
      you
      marked “Yes”, please briefly describe such services, including cash and non-cash
      compensation received and attach copies of written agreements or correspondence
      describing such services.

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      	 	
              (b)

            	
              Please
                identify any of the following relationships you have with the Placement
                Agent or any other Member of the
                NASD.

            


    

    
      
         

        
          
            
              	
                      None

                    	
                       ̈

                    
	
                      Advisor

                    	
                       ̈

                    
	
                      Officer

                    	
                       ̈

                    
	
                      Director

                    	
                       ̈

                    
	
                      Trustee

                    	
                       ̈

                    
	
                      Founder

                    	
                       ̈

                    
	
                      Registered
                        Representative 

                    	
                       ̈

                    
	
                      5%
                        Stockholder

                    	
                       ̈

                    
	
                      Employee

                    	
                       ̈

                    
	
                      Immediate
                        Family

                    	
                       ̈

                    
	
                      Broker/Dealer

                    	
                       ̈

                    
	
                      Promoter

                    	
                       ̈

                    
	
                      Consultant

                    	
                       ̈

                    
	
                      Finder

                    	
                       ̈

                    
	
                      Bridge
                        Lender

                    	
                       ̈

                    


            

             

             

            
              
                
                

              

              
                -21-

                
                  

                

              

              
                
                

              

            

             

            
              	
                      General
                        Partner

                    	
                       ̈

                    
	
                      Limited
                        Partner

                    	
                       ̈

                    
	
                      Equity
                        Investor

                    	
                       ̈

                    
	
                      Client
                        or Customer

                    	
                       ̈

                    
	
                      Subordinated
                        Debt Holder

                    	
                       ̈

                    
	
                      Other

                    	
                       ̈

                    


            

          

        

         

      

    

    Please
      describe the nature of any relationship identified above. For example, if you
      are an advisor, promoter, consultant or finder, describe the compensation you
      received; if you are an equity investor, state the class of securities and
      percentage interest you hold; and if you are an Immediate Family Member,
      describe the exact relationship, including the name of the person to whom you
      are related and the position such person holds with Underwriter or such other
      Member of the NASD. Identify the Member of the NASD:

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      
        

      

    

     

    
      
        	
                7.

              	
                State
                  whether you have any oral and/or written agreements with any Member
                  of the
                  NASD or Person Associated With a Member of the NASD concerning
                  the
                  disposition of your securities of
                  AeroGrow.

              


      

      
        	 	 


      

    

     ̈ Yes     ̈ No

     

    If
      you
      marked “Yes”, please briefly describe such agreement and attach copies of
      written agreements or correspondence describing such arrangement.

     

    
      
        	 	
                I
                  hereby affirm that the answers to the above NASD Questionnaire
                  are true
                  and correct as of the date set forth
                  below.

              


      

      
        	 	 


      

      
        	 	 


      

    

    Date:
      ________________________     _________________________________   
      __________________________________

                                                                          
      (Sign
      Name)                                                           
      (Print
      Name)

     

     

    
      
        
        

      

      -22-