THIS
      WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
      SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE
      OF
      THIS WARRANT ("WARRANT SHARES") MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE
      TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR ENDORSEE
      HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT
      OR
      ANY WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER
      THE SECURITIES ACT WITH RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT
      AND
      SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS
      OR
      (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE AVAILABLE
      UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL
      THAT
      SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY
      ACCEPTABLE TO THE COMPANY. THIS COMPANY'S SUBSCRIPTION AGREEMENT WITH THE
      WARRANT HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE
      WARRANT SHARES. 

     

    


    THIS
      WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
      IS
      NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501, PROMULGATED UNDER
      THE
      SECURITIES ACT.

     

     __________Warrants


    Void
      after 5:00 p.m., Mountain time on February ___, 2011

    


    COMMON
      STOCK PURCHASE WARRANT

    


    OF

    


    AERO
      GROW
      INTERNATIONAL, INC.

    


     

    AERO
      GROW
      INTERNATIONAL, INC., a Nevada corporation (the “Company”), hereby certifies
      that, for value received,
      ______________ (the
      “Warrant Holder” and collectively with all other holders of Warrants issued
      pursuant to the Subscription Agreement defined below, the “Warrant Holders”) is
      the owner of the number of common stock purchase warrants (“Warrants”) specified
      above, each of which entitles the holder thereof to purchase, at any time during
      the period commencing on the Commencement Date (as defined in Section
      2.1)
      and
      ending on the Expiration Date (as defined Section
      2.5),
      one
      fully paid and non-assessable share of common stock, par value $0.001 per share,
      of the Company (“Common Stock”) at a purchase price equal to the Exercise Price
      (as defined in Section
      1.2)
      in
      lawful money of the United States of America. These Warrants are part of the
      duly authorized issuance of up to 2,400,000 shares of Common Stock and attached
      Warrants to purchase shares of Common Stock, issued or to be issued by the
      Company as part of a certain private offering (“Offering”) pursuant a private
      placement memorandum dated February 6, 2006, as amended or
      supplemented.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.  WARRANT;
      EXERCISE PRICE.

     

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


     

    1.2  The
      purchase price payable upon exercise of each Warrant (“Exercise Price”) shall be
      $6.25 per share, subject to adjustment as provided in Section
      8. 

     

    2.  EXERCISE
      OF WARRANTS; EXPIRATION DATE.
      

     

    2.1  Exercise
      of Warrant

     

    (a) Exercise
      for Cash.
      The
      Warrants are exercisable during the period commencing on February ___, 2006
      (“Commencement Date”) and ending on the Expiration Date (as defined below in
Section
      2.5),
      in
      whole, or from time to time, in part, at the option of the Warrant Holder,
      upon
      surrender of this Warrant to the Company, or such other person as the Company
      may designate, together with a duly completed and executed form of exercise
      attached hereto (indicating exercise by payment of the Exercise Price) and
      payment of an amount equal to the then applicable Exercise Price multiplied
      by
      the number of Warrant Shares then being purchased upon such
      exercise.
      The
      payment of the Exercise Price shall be in cash or by certified check or official
      bank check, payable to the order of the Company.

     

    (b) Cashless
      Exercise.
      In lieu
      of exercising Warrants pursuant to Section 2.1(a), Warrant may be exercised
      during any period commencing the first anniversary of the closing of the
      Offering and ending on the Expiration Date during which a valid Company
      prospectus covering the public re-sale of the Warrant Shares is not available
      to
      the Warrant Holder, in whole, or from time to time, in part, at the option
      of
      the Warrant Holder, upon surrender of the Warrants to the Company, or such
      other
      person as the Company may designate, together with a duly completed and executed
      form of exercise attached hereto (indicating exercise by cashless exercise),
      specifying the number of Warrants to be exercised. The number of Warrant Shares
      to be issued to the Warrant Holder upon such cashless exercise shall be computed
      using the following formula:

     

    
      	
              X
                =
                (P)(Y)(A-B)/A

            
	
              Where

            	
              X
                =

            	
              the
                number of shares of Warrant Shares to be issued to the Warrant Holder
                for
                the Warrants being converted.

            
	 	 	
              P
                =

            	
              the
                number of Warrants being converted expressed as a decimal
                fraction.

            
	 	 	
              YY
                =

            	
              the
                total number of Warrant Shares issuable upon exercise of the Warrants
                in
                full.

            
	 	 	
              A
                =

            	
              the
                fair market value of one Warrant Share which shall mean the "last
                sale
                price" as determined in accordance with Section 2.4.

            
	 	 	
              BB
                =

            	
              the
                Exercise Price on the date of
                conversion.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

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

     

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

     

    (a) a
      certificate or certificates for the number of full Warrant Shares to which
      such
      Warrant Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which such Warrant Holder would otherwise be entitled,
      cash
      in an amount determined pursuant to Section
      2.4
      hereof,
      and 

     

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

     

    (c) The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall round up to the next whole share.

     

    2.4  “Last
      sale price” means (i) if the Common Stock is listed on a national securities
      exchange or quoted on the Nasdaq National Market, Nasdaq Capital Markets or
      NASD
      OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the
      closing bid price of the Common Stock in the principal trading market for the
      Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may
      be, (ii) if the Common Stock is not listed on a national securities exchange
      or
      quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC
      Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded
      in the residual over-the-counter market, the closing bid price for the Common
      Stock on the last trading day preceding the date in question for which such
      quotations are reported by the Pink Sheets, LLC or similar publisher of such
      quotations, and (iii) if the fair market value of the Common Stock cannot be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    2.5  The
      term
“Expiration Date” shall mean 5:00 p.m., Mountain time on February ___, 2011, or
      if such date shall in the State of Colorado be a holiday or a day on which
      banks
      are authorized to close, then 5:00 p.m., Mountain time the next following day
      which in the State of Colorado is not a holiday or a day on which banks are
      authorized to close.

     

    3.  REGISTRATION
      AND TRANSFER ON COMPANY BOOKS.
      

     

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

     

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

     

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

     

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

     

    6.  LIMITATION
      ON EXERCISE AND SALES.
      

     

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

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

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

     

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

     

    “This
      security has been acquired for investment and has not been registered under
      the
      Securities Act of 1933, as amended (the “Act”), or applicable state securities
      or “blue sky” laws. This security may not be sold, pledged, assigned or
      otherwise transferred nor will any assignee, pledgee, vendee, transferee,
      endorsee thereof be recognized by the issuer as having acquired such securities
      for any purpose unless (i) a registration statement under the Act with respect
      to such security shall then be in effect and such transfer has been qualified
      under all applicable state securities or “blue sky” laws or (ii) an exemption
      therefrom shall be available under the Act and such laws, supported by an
      opinion of counsel that such registration is not required,
      which
      opinion and counsel are reasonably satisfactory to the Company and its
      counsel.”

     

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


     

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

     

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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

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

     

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

     

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

     

    10.  WARRANT
      SOLICIATION FEE.
      The
      Company has engaged Keating Securities, LLC (“Keating”) as its agent for the
      solicitation of the exercise of the Warrants. Keating will be paid the warrant
      solicitation fee only if it has provided bona fide services in connection with
      the exercise of the Warrants. In addition to soliciting, either orally or in
      writing, the exercise of Warrants by a Warrant Holder, such services also may
      include disseminating information, either orally or in writing, to Warrant
      Holders about the Company or the market for the Company’s securities, or
      assisting in the processing of the exercise of Warrants. In each instance in
      which a Warrant is exercised, the Company, and one has been appointed, the
      warrant agent, shall promptly give written notice of such exercise to the
      Keating (“Exercise Notice”). If, upon the exercise of any Warrant, (i) the
      market price of the Company’s Common Stock is greater than the Exercise Price,
      (ii)  disclosure of compensation arrangements was made both at the time of
      the original offering and at the time of exercise (by delivery of the Prospectus
      or as otherwise required by applicable law, rule or regulation), (iii) the
      exercise of the Warrant was solicited by Keating, (iv) the Warrant was not
      held in a discretionary account, and (v) the solicitation of the exercise
      of the Warrant was not in violation of Regulation M (as such rule or any
      successor rule may be in effect as of such time of exercise) promulgated under
      the Securities Exchange Act of 1934, as amended, then simultaneously with the
      issuance of the common stock underlying the Warrant(s), the Company (or if
      one
      is appointed, the warrant agent on behalf of the Company) shall pay from the
      proceeds received upon exercise of the Warrant(s), a fee of 5% of the Exercise
      Price to Keating in accordance with its actual solicitation of a Warrant holder,
      provided that Keating delivers to either the Company or, if appointed, the
      warrant agent within five (5) business days from the date on which Keating
      received the Exercise Notice, a certificate that the conditions set forth in
      this section have been satisfied. Keating and the Company may, at any time
      during business hours, examine the records of the warrant agent, if any,
      including its ledger of original Warrant certificates returned to the warrant
      agent upon exercise of Warrants. Notwithstanding the foregoing, if the Warrant
      is exercised on a cashless basis, Keating will not be entitled to any
      solicitation fee. The provisions of this section may not be modified,
      amended or deleted without the prior written consent of Keating.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

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


     

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

     

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

     

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

     

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

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    16.  GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Colorado as such laws are applied to contracts made and to be fully
      performed entirely within that state between residents of that
      state.

     

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

     

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

     

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


     

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

            


    

    


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

            


    

     

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

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer as of the _____ day of February, 2006.

     

    


     

    AERO
      GROW
      INTERNATIONAL, INC.

     

                                    By:
      ____________________

          
      Michael Bissonnette, CEO 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Notice
      of Exercise

    To
      Be
      Executed by the Warrant Holder

    In
      Order
      to Exercise Warrants

     

    The
      undersigned Warrant Holder hereby irrevocably elects to exercise ______ Warrants
      represented by this Warrant by: 

    


    (check
      one)

     ̈
      payment
      of the Exercise Price in cash pursuant to Section 2.1(a) of the
      Warrant

     ̈
      the
      cashless exercise option pursuant to Section 2.1(b) of the Warrant

     

    for
      the
      shares of Common Stock issuable upon the exercise of such Warrants, and requests
      that certificates for such shares of Common Stock shall be issued in the name
      of


     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    


    
      	 


    

     

     

      
        

      

       

      
        

      

    

    (please
      print or type name and address)

    and
      be
      delivered to

     

     

    
      
        

      

       

      
        

      

    

    (please
      print or type name and address)

    


    and
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant,
      that a new Warrant for the balance of such Warrants be registered in the name
      of, and delivered to, the registered Warrant Holder at the address stated
      above.

     

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

     

    Dated:
      _______________                       
      _______________________________

    (Signature
      of Registered Holder)

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    ASSIGNMENT
      FORM

    To
      be
      executed by the Warrant Holder

    In
      order
      to Assign Warrants

    


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

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    


    
      	 


    

     

     

     

    
      
        

      

       

      
        

         

        
          

        

      

    

    (Please
      print or type name and address)

    


     

    ______________________
      of the Warrants represented by this Warrant, and hereby irrevocably constitutes
      and appoints ________________________ Attorney to transfer this Warrant on
      the
      books of the Company, with full power of substitution in the
      premises.

     

     

    Dated:_____________________                                  
      ___________________________________

    (Signature
      of Registered Holder)

     

     

     

    CERTIFICATION
      OF STATUS OF TRANSFEREE

    TO
      BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT

    


    The
      undersigned transferee hereby certifies to the registered holder of this Warrant
      and to AERO GROW INTERNATIONAL, INC. that the transferee is an “accredited
      investor” within the meaning of Rule 501 of Regulation D promulgated under the
      Securities Act of 1933, as amended.

     

    Dated:_____________________                          ____________________________________  


                                                                
       (Signature of Transferee)

    


     

    
      
         

      

      
        12