EXHIBIT
        4.5

      


      No.
        _______

      


      $10.00
        WARRANT

      To
        Purchase Common Stock

      of

      AeroGrow
        International, Inc.

      


      THIS
        CERTIFIES THAT, upon surrender of this $10.00 Warrant at the office of the
        Warrant Agent hereinafter named, in the City of Boulder, County of Boulder,
        State of Colorado, accompanied by payment as hereinafter provided,
        _____________________________________ or assigns (“Holder”) is entitled to
        purchase at any time prior to the expiration of the $10.00 Warrant Exercise
        Period (as hereinafter defined), but not thereafter, _________________ shares
        of
        common stock (“Common Stock”), of AeroGrow International, Inc., a Nevada
        corporation (“Company”), as such Common Stock shall be constituted at the time
        of purchase, which shares have been duly authorized and set aside for issuance
        and will, upon such issuance, be fully paid and nonassessable, at the price
        of
        Two Dollars ($10.00) per share, subject to the terms and provisions set forth
        herein and in an agreement by and between the Company and BANK, __________,
        Colorado (“Warrant Agent”), and not otherwise.

      


      This
        $10.00 Warrant shall be exercisable in whole at any time or in part from
        time to
        time (provided that not less than Five Hundred (500) shares of Common Stock,
        or
        any integral multiple of such amount, shall be purchased upon any such partial
        exercise hereof), for the period from issuance through December 31, 2007,
        provided that the Common Stock issuable upon the exercise of this $10.00
        Warrant
        is, at the time of exercise, registered or otherwise qualified for sale under
        the Securities Act of 1933, as amended, and the securities or “blue sky” laws of
        the jurisdiction in which the exercise of this $10.00 Warrant is proposed
        to be
        effected (“$10.00 Warrant Exercise Period”). Upon the expiration of the $10.00
        Warrant Exercise Period, this $10.00 Warrant will expire and become void
        and of
        no value. No fractional shares will be issued upon the exercise
        hereof.

      


      This
        $10.00 Warrant shall be registered at the office of the Warrant Agent and
        is
        transferable only at said office by the registered Holder hereof or his duly
        authorized attorney upon surrender of this certificate, properly
        endorsed.

       

      Upon
        any
        adjustment of the number of shares of Common Stock that may be purchased
        upon
        the exercise of this $10.00 Warrant and/or the purchase price per share,
        then in
        each such case the Company shall give written notice thereof, as herein below
        provided, which notice shall state the purchase price per share resulting
        from
        such adjustment and the increase or decrease, if any, in the number of shares
        of
        Common Stock purchasable at such price upon the exercise of this $10.00 Warrant,
        setting forth in reasonable detail the method of calculation and the facts
        upon
        which such calculation is based.

       

      NEITHER
        THIS $10.00 WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
        HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”), AND SUCH
        SECURITIES ARE BEING SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
        PROVIDED IN SECTION 3(a)(11) OF THE ACT AND RULE 147 PROMULGATED THEREUNDER.
        ACCORDINGLY, RESALES AND TRANSFERS OF THESE SECURITIES ARE STRICTLY LIMITED
        TO
        RESIDENTS OF THE STATE OF COLORADO FOR A PERIOD OF AT LEAST NINE MONTHS FROM
        THE
        DATE OF THE LAST SALE OF THE OFFERING BY THE ISSUER OF THE SECURITIES IN
        WHICH
        THE SECURITIES ARE DEEMED TO BE A PART.

       

      The
        Holder of this $10.00 Warrant shall not by virtue thereof have any rights
        of a
        shareholder of the Company or to notice of meetings of shareholders or of
        any
        other proceedings of the Company.

       

      This
        $10.00 Warrant is divisible on surrender, in which case a new $10.00 Warrant
        or
        Warrants will be issued.

       

      Commencing
        January 1, 2005, and at any time thereafter until and including, but not
        after,
        the expiration of the $10.00 Warrant Exercise Period, provided that the Common
        Stock is quoted on the NASD OTC
        Bulletin Board,
        or
        other national exchange, the Company may, at its option, redeem all of the
        $10.00 Warrants at any time or some of them from time to time, upon payment
        of
        $0.01 per $10.00 Warrant to the Holder, provided that the closing bid or
        sale
        price of the Common Stock, as quoted on the OTC
        Bulletin Board,
        or on a
        national securities exchange, equals or exceeds $2.50 per share for twenty
        consecutive trading days ending within fifteen days of the date upon which
        notice of redemption is given as provided herein. In case less than all of
        the
        $10.00 Warrants at the time outstanding are to be redeemed, the $10.00 Warrants
        to be redeemed shall be selected by the Company by lot. Notices of such optional
        redemption will be mailed at least fifteen (15) days prior to the redemption
        date to each holder of $10.00 Warrants to be redeemed at the registered address
        of such Holder. Each Holder of this $10.00 Warrant, by accepting the same,
        agrees upon any such notice of redemption to receive payment for this $10.00
        Warrant upon the date fixed for redemption in the amount herein
        provided.

       

      
        
          
          

        

        
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      If
        prior
        to the expiration of this $10.00 Warrant, by exercise hereof or by its
        terms:

      


      
        	 	
                (a)

              	
                The
                  Company shall be recapitalized through the subdivision of its outstanding
                  shares of Common Stock into a greater number of shares, or shall
                  by
                  exchange or substitution of or for its outstanding Common Stock
                  or
                  otherwise, reduce the number of such shares, then in each such
                  case the
                  number of shares deliverable upon the exercise of this $10.00 Warrant
                  shall be changed in proportion to such increase or decrease of
                  the
                  outstanding shares of such Common Stock of the Company, without
                  any change
                  in the aggregate payment by the $10.00 Warrant Holder from the
                  aggregate
                  payment specified on the face of this $10.00
                  Warrant.

              


      

      


      
        	 	
                (b)

              	
                A
                  dividend shall be declared or paid at any time on the Common Stock
                  of the
                  Company in its Common Stock or in securities convertible into Common
                  Stock
                  of the Company, then in each such case the number of shares deliverable
                  upon the exercise thereafter of this $10.00 Warrant shall, without
                  requiring any payment by the $10.00 Warrant Holder in addition
                  to the
                  payment specified on the face hereof, be increased in proportion
                  to the
                  increase, through such dividend, in the number of outstanding shares
                  of
                  Common Stock of the Company. In the computation of the increased
                  number of
                  shares deliverable upon the exercise of this $10.00 Warrant, any
                  dividend
                  paid or distributed upon the Common Stock in securities convertible
                  into
                  Common Stock shall be treated as a dividend paid in Common Stock
                  to the
                  extent that shares of Common Stock are issuable upon the conversion
                  thereof. The obligations of the Company and the rights of the Holder
                  hereof shall not be affected by the exercise of any conversion
                  privileges
                  heretofore granted to the holders of any of the stock or securities
                  of the
                  Company or of any other
                  corporation.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company shall, at any time while any of the $10.00 Warrants are
                  outstanding, declare a dividend on its Common Stock, other than
                  as
                  provided in the preceding paragraph (b), then in each such case
                  the
                  Company shall give notice in writing to the registered Holder of
                  this
                  $10.00 Warrant, and such dividends so declared shall be made payable
                  only
                  to the shareholders of record on a date at least ten (10) days
                  subsequent
                  to the date of such notice, including stock issued pursuant to
                  the
                  exercise of such $10.00 Warrants prior to such record
                  date.

              


      

      


      
        	 	
                (d)

              	
                The
                  Company shall be recapitalized by reclassifying its outstanding
                  Common
                  Stock into stock without par value, or the Company or a successor
                  corporation shall consolidate or merge with, or convey all, or
                  substantially all, of its or any successor corporation's property
                  or
                  assets to, any other corporation or corporations (any such corporation
                  being included within the meaning of "successor corporation" as
                  hereinbefore used in the event of any consolidation or merger of
                  such
                  corporation with, or the sale of all, or substantially all, of
                  the
                  property or assets of such corporation to another corporation or
                  corporations) then in each such case, as a condition of such
                  recapitalization, consolidation, merger or conveyance, lawful and
                  adequate
                  provision shall be made whereby the Holder of each $10.00 Warrant
                  shall
                  thereafter have the right to purchase, upon the basis and upon
                  the terms
                  and conditions specified in this $10.00 Warrant, in lieu of the
                  shares of
                  Common Stock of the Company theretofore purchasable upon the exercise
                  of
                  this $10.00 Warrant, such shares of stock, securities or other
                  assets as
                  may be issued or payable with respect to, or in exchange for, the
                  number
                  of shares of Common Stock of the Company theretofore purchasable
                  upon the
                  exercise of this $10.00 Warrant had such recapitalization, consolidation,
                  merger or conveyance not taken place; and in any such event the
                  rights of
                  the $10.00 Warrant Holder to an adjustment of the number of shares
                  of
                  Common Stock purchasable upon the exercise of this $10.00 Warrant
                  as
                  hereinbefore provided shall continue and be preserved in respect
                  of any
                  stock that the $10.00 Warrant Holder becomes entitled to purchase.
                  It
                  shall be a condition of such consolidation, merger or conveyance
                  that each
                  successor corporation shall assume, in manner and form satisfactory
                  to the
                  Warrant Agent, the obligation to deliver to the $10.00 Warrant
                  Holder,
                  upon the exercise of this $10.00 Warrant, such shares of stock,
                  securities
                  or assets as, in accordance with the provisions of this $10.00
                  Warrant,
                  shall have been provided for such purpose. The Warrant Agent shall
                  assume
                  no liability for its exercise of discretion hereunder, other than
                  for
                  willful wrongdoing.

              


      

       

      
        
          
          

        

        
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      This
        $10.00 Warrant shall be deemed to have been exercised, and the Holder exercising
        the same to have become a shareholder of record of the Company, for the purpose
        of receiving dividends and for all other purposes whatsoever as of the date
        the
        Holder surrendered this $10.00 Warrant accompanied by payment in cash, as
        herein
        provided. The Company agrees that, while this $10.00 Warrant shall remain
        valid
        and outstanding, its stock transfer books shall not be closed for any purpose
        whatsoever, except under arrangements that shall insure to Holders exercising
        $10.00 Warrants or applying for transfer of stock within five (5) days after
        the
        books shall have been reopened all rights and privileges that they might
        have
        had or received if the transfer books had not been closed and they had exercised
        their $10.00 Warrants at any time during which such transfer books shall
        have
        been closed.

      


      Upon
        each
        increase or decrease in the number of shares of Common Stock of the Company
        deliverable upon the exercise of this $10.00 Warrant, or in the event of
        changes
        in the rights of the $10.00 Warrant Holders by reason of other events
        hereinbefore set forth, then in each such case the Company shall forthwith
        file
        with the Warrant Agent a certificate executed by its President or one of
        its
        Vice Presidents, and attested by its Secretary or one of its Assistant
        Secretaries, stating the increased or decreased number of shares so deliverable
        and setting forth in reasonable detail the method of calculation and the
        facts
        upon which such calculation is based.

      


      The
        Company covenants, at all times when $10.00 Warrants are outstanding and
        in
        effect, to reserve, unissued, such number of shares of Common Stock as it
        may be
        required to deliver pursuant to the exercise of this $10.00 Warrant, subject
        to
        consolidation, merger or sale, as hereinabove set forth.

      


      As
        used
        herein, the terms "Holder" "$10.00 Warrant Holder" and "Holder of this $10.00
        Warrant" shall be construed to mean the registered holder hereof, and, in
        the
        case of any notice required by this $10.00 Warrant to be given to the $10.00
        Warrant Holder, it shall be sufficient if mailed to the last known address
        of
        such Holder as the same appears on the books of the Company.

      


      IN
        WITNESS WHEREOF, AEROGROW INTERNATIONAL, INC. has caused this $10.00 Warrant
        to
        be signed in its corporate name by its President or a Vice President, manually
        or in facsimile, and its corporate seal or a facsimile to be imprinted hereon
        and attested by the manual or facsimile signature of its Secretary or an
        Assistant Secretary, as of the day and year first above written.

      


      
        
          	
                	 	 	
                  AEROGROW
                    INTERNATIONAL, INC.

                
	
                  Attest:

                	 	 	 
	 	 	 	 
	 	 	
                  By:

                	 
	
                  

                	 	 	
                  

                
	Secretary	 	 	President


        



      
[CORPORATE
        SEAL]

      



      
        
          
          

        

        
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      SUBSCRIPTION
        FORM

      (To
        be
        Executed Upon Exercise of $10.00 Warrant)

      


      


      The
        undersigned, the Holder(s) or assignee(s) of such Holder(s) of the within
        $10.00
        Warrant, hereby (i) subscribes for shares of Common Stock that the undersigned
        is entitled to purchase under the terms of the within $10.00 Warrant and
        (ii)
        tenders herewith the full exercise price of all shares subscribed
        for.

      


      


      Dated:
        _________________________

      


      


      Number
        of
        Shares Subscribed For:

       

       

       

      
        	
                ______________ 

              	 	
                
                  
 (Signature)

              
	 	 	 
	 	 	
                
                  
 (Signature)

              


      

      


      ASSIGNMENT

      


      (To
        Be
        Executed By the Registered Holder to Effect

      a
        Transfer of the Within $10.00 Warrant)

      


      


      FOR
        VALUE
        RECEIVED, the undersigned $10.00 Warrant Holder(s) do(es) hereby sell, assign
        and transfer unto ________________________________________ the right to purchase
        common stock evidenced by this $10.00 Warrant, and does hereby irrevocably
        constitute and appoint __________________________________________to transfer
        the
        said right on the books of the Company, with full power of
        substitution.

      


      


      Dated:
        _________________________

      


      
         

        
          	 	 	
                  
                    
 (Signature)

                
	 	 	 
	 	 	
                  
                    
 (Signature)

                


        

        
 

      

      NEITHER
        THIS $10.00 WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
        HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (“ACT”), AND SUCH
        SECURITIES ARE BEING SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
        PROVIDED IN SECTION 3(a)(11) OF THE ACT AND RULE 147 PROMULGATED THEREUNDER.
        ACCORDINGLY, RESALES AND TRANSFERS OF THESE SECURITIES ARE STRICTLY LIMITED
        TO
        RESIDENTS OF THE STATE OF COLORADO FOR A PERIOD OF AT LEAST NINE MONTHS FROM
        THE
        DATE OF THE LAST SALE OF THE OFFERING BY THE ISSUER OF THE SECURITIES IN
        WHICH
        THE SECURITIES ARE DEEMED TO BE A PART.

       

       

      
        
          
          

        

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