Unassociated Document


    AERO
      GROW
      INTERNATIONAL, INC.

    LOCK
      UP
      AGREEMENT

    


    ______________,
      2006

    


    


    Keating
      Securities, LLC

    5251
      DTC
      Parkway, Suite 1090

    Greenwood
      Village, Colorado 80111-2739

    


    


    Dear
      Sirs:

     

    The
      undersigned is a holder of shares of common stock, and/or options, warrants,
      or
      other rights to acquire common stock, of Aero Grow International, Inc., a Nevada
      corporation (the “Company”). The undersigned understands that the Company
      intends to conduct an offering (the “Offering”) of shares of common stock and
      common stock purchase warrants, through Keating Securities, LLC (the “Placement
      Agent”) and one or more other selling agents, to raise a minimum of $5,000,000
      and a maximum of $12,000,000 on a best efforts basis. The undersigned recognizes
      the benefits that the Company will derive from the Offering and enters into
      this
      agreement as an inducement, and for and in consideration of the Placement
      Agent’s willingness to conduct the Offering.

     

    (i) The
      undersigned may sell or transfer up to 50% of the Securities (defined below)
      beginning 12 months after the effective date of the Registration Statement
      (defined below) and 100% of the Securities 18 months after the effective date
      of
      the Registration Statement.

     

    (ii) The
      undersigned will not transfer (as set forth below) any Securities in the Company
      from the date of this letter until the 12 month anniversary of the effective
      date of the registration statement that includes the common stock sold in the
      Offering (“Registration Statement”), directly or indirectly, through an
“affiliate” or “associate” (as such terms are defined in the General Rules and
      Regulations under the Securities Act of 1933, as amended (the “Securities
      Act”)), a family member or otherwise, (i) offer, (ii) sell, (iii) pledge, (iv)
      hypothecate, (v) grant an option for sale or (vi) otherwise dispose of, or
      (vii)
      transfer or grant any rights with respect thereto in any manner (either
      privately or publicly pursuant to Rule 144 of the General Rules and Regulations
      under the Securities Act, or otherwise), or (viii) enter into any swap or any
      other agreement or any hedging transaction that transfers, in whole or in part,
      directly or indirectly, the economic consequence of ownership of the Securities
      (as defined below), whether any such swap or hedging transaction is to be
      settled by delivery of the Securities, in cash or otherwise, with respect to
      any
      and all shares of common stock of the Company or any other securities of the
      Company, including but not limited to any securities convertible or exchangeable
      into shares of common stock of the Company or options, warrants or other rights
      to acquire common stock of the Company directly or indirectly owned or
      controlled by the undersigned on the date hereof or hereafter acquired by the
      undersigned pursuant to a stock split, stock dividend, recapitalization or
      similar transaction (collectively, the “Securities”).

     

    (iii) The
      undersigned agrees to enter into any agreement required by any state securities
      authority or any regulatory or other authority (including the American Stock
      Exchange, Nasdaq or other national stock exchange on which the securities of
      the
      Company may be listed or subject to an application for listing), if mutually
      requested by the Placement Agent and the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (iv) The
      undersigned may sell or otherwise transfer any or all of their Securities in
      a
      private transaction at any time, provided the undersigned provides to the
      Placement Agent and the Company an agreement of any acquirer of the Securities
      subject hereto in which the new holder agrees to the same terms as provided
      in
      this lock up agreement.

     

    This
      lock-up agreement does not extend to any Securities of the Company, including
      common stock, purchased by the undersigned in an open market
      transaction.

     

    The
      Securities may be released from this lock-up agreement in such type and number
      as mutually determined by the Placement Agent and Company. Any release of the
      Securities of the undersigned may be in conjunction with the release of
      Securities of other persons subject to similar lock-up agreements. The
      undersigned understands and agrees that such releases among persons subject
      to
      lock-up agreements may be arbitrary as to time, amount and
      Security.

     

    In
      addition to the release in the immediately preceding paragraph,
      if the
      Company determines additional funding is needed and engages an independent
      third
      party to act as an underwriter or placement agent of the Company’s securities
      for capital raising purposes, of not less than $8,000,000 gross proceeds, by
      means of either a public offering or private placement (“New Offering”), then
      the underwriter or placement agent of the New Offering may require the Placement
      Agent and Company to release from this and similar lock up agreements an amount
      of Securities not to exceed 10% of that number of the equity securities or
      underlying equity securities represented by the New Offering, provided further
      that such released Securities may be included on the public offering
      registration statement either as additional underwritten securities or as
      securities being offered by selling shareholders after the public offering
      or
      included on any registration statement for securities sold in the private
      placement. Further, the underwriter or placement agent has the right to
      designate to the Placement Agent and the Company the Securities to be released
      from this and similar lock up agreements.

    


    This
      Agreement shall terminate (i) 18 months after the effective date of the
      registration statement which includes the shares of the Company’s common stock
      sold in the Offering, or (ii) in the event the Offering does not close on or
      before April 30, 2006.

     

    The
      undersigned hereby agrees to the placement of a legend on the certificates
      representing the Securities subject to this agreement to indicate the
      restrictions on resale of the Securities imposed by this agreement and/or the
      entry of stop transfer orders with the transfer agent and the registrar of
      the
      Company's securities against the transfer of the Securities except in compliance
      with this agreement.

     

    Very
      truly yours,

    


    


    _______________________________

    (Signature)

    


    


    


    ________________________________

    (Print
      Name)

    


    
      
         

      

      
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