Unassociated Document


    


    


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


    


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

    


    ___________
      Warrants

    


    


    Void
      after 5:00 p.m., Colorado time on 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”) is the owner of the number of common stock purchase warrants
      (“Warrants”) specified above, each of which entitles the holder thereof to
      purchase, at any time during the period commencing on the Commencement Date
      (as
      defined herein) and ending on the Expiration Date (as defined herein), one
      fully
      paid and non-assessable share of common stock, par value $.001 per share
      (“Common Stock”), of the Company at a purchase price equal to the Exercise Price
      (as defined in Section 1.2) in lawful money of the United States of America
      in
      cash, subject to adjustment as hereinafter provided. These Warrants are part
      being issued to the Warrant Holder as placement agent warrants as 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 of the Company (individually, a “Warrant Share” severally, the
“Warrant Shares”). 

     

    1.2 The
      purchase price payable upon exercise of each Warrant (“Exercise Price”) shall be
      $6.25. The Exercise Price and number of Warrant Shares purchasable pursuant
      to
      each Warrant are subject to adjustment as provided in Section 8. 

     

    2. EXERCISE
      OF WARRANT; EXPIRATION DATE.
      

     

    2.1 This
      Warrant is exercisable during the period commencing on 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 together with
      a
      duly completed form of exercise attached hereto and payment of an amount equal
      to the then applicable Exercise Price multiplied by the number of Warrant Shares
      then being purchased upon such exercise.

     

    2.2 Notwithstanding
      any provisions herein to the contrary, if the “last sale price” (as defined in
      Section 2.5 below) of the Common Stock on the trading day immediately prior
      to
      the date of exercise is greater than the Exercise Price, in lieu of exercising
      this Warrant for cash, the Warrant Holder may elect to receive shares of Common
      Stock equal to the value (as determined by the formula below) of this Warrant
      (or the portion thereof being canceled) by surrender of this Warrant to the
      Company, together with a duly completed and executed form of exercise attached
      hereto and notice of such election, in which event the Company shall issue
      to
      the Warrant Holder a number of shares of Common Stock computed using the
      following formula:

    


    X
      =
Y
      (A-B)

       
A

    

      
        	
                Where

              	
                X
                  =
                  

              	
                the
                  number of shares of Common Stock to be issued to the Warrant
                  Holder

              
	 	
                Y
                  =
                  

              	
                the
                  total number of shares of Common Stock purchasable under the Warrant
                  or,
                  if only a portion of the Warrant is being exercised, the portion
                  of the
                  Warrant being canceled (at the date of such
                  calculation)

              
	 	
                A
                  =

              	
                the
                  last sale price of one share of the Company’s Common Stock (on the trading
                  day immediately prior to the date of exercise)

              
	 	
                B
                  =

              	
                Exercise
                  Price (as adjusted to the date of such
                  calculation)

              


      

    

     

    2.3 Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in Section 2.1. At such time, the person
      or persons in whose name or names any certificates for Warrant Shares shall
      be
      issuable upon such exercise as provided in subsection 2.4 below shall be deemed
      to have become the holder or holders of record of the Warrant Shares represented
      by such certificates.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2.4 Within
      three business days after the exercise of the purchase right represented by
      this
      Warrant, the Company at its expense will use its best efforts to cause to be
      issued in the name of, and delivered to, the Warrant Holder, or, subject to
      the
      terms and conditions hereof, to such other individual or entity as such Warrant
      Holder (upon payment by such Warrant Holder of any applicable transfer taxes)
      may direct: 

     

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

     

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

     

    2.5 The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall make an adjustment thereof in cash on the basis
      of
      the “last sale price” (as defined below) of the Company's Common Stock on the
      trading day immediately prior to the date of exercise. For purposes of this
      Section 2.5, “last sale price” shall mean (i) if the Common Stock is listed on a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      Capital Markets or NASD OTC Bulletin Board (or successor such as the Bulletin
      Board Exchange), the last sale price of the Common Stock in the principal
      trading market for the Common Stock as reported by the exchange, Nasdaq or
      the
      NASD, as the case may be; (ii) if the Common Stock is not listed on a national
      securities exchange or quoted on the Nasdaq National Market, Nasdaq Capital
      Markets or the NASD OTC Bulletin Board (or successor such as the Bulletin Board
      Exchange), but is traded in the residual over-the-counter market, the closing
      bid price for the Common Stock on the last trading day preceding the date in
      question for which such quotations are reported by the Pink Sheets, LLC or
      similar publisher of such quotations; and (iii) if the fair market value of
      the
      Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
      price as the Board of Directors of the Company shall determine, in good faith.
      

     

    2.6 The
      term
“Expiration Date” shall mean 5:00 p.m., Colorado 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., Colorado time the next following day
      which in the State of Colorado is not a holiday or a day on which banks are
      authorized to close or in the event of any merger, consolidation, or sale of
      substantially all the assets of the Company as, an entirety, resulting in any
      distribution to the Company’s stockholders, prior to the Expiration Date, the
      Warrant Holder shall have the right to exercise this Warrant commencing at
      such
      time through the Expiration Date into the kind and amount of shares of stock
      and
      other securities and property (including cash) receivable by a holder of the
      number of shares of Common Stock into which this Warrant might have been
      exercisable immediately prior thereto.

     

    2.7 This
      Warrant is not redeemable by the Company, in whole and not in part.


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    3. REGISTRATION
      AND TRANSFER ON COMPANY BOOKS.
      

     

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

     

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

     

    4. RESERVATION
      OF SHARES.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such Warrant Shares and other stock,
      securities and property, as from time to time shall be issuable upon the
      exercise of this Warrant. As
      long
      as the Warrant shall be outstanding, the Company shall use its best efforts
      to
      cause all Warrant Shares issuable upon exercise of the Warrants to be listed
      (subject to official notice of issuance) on each securities exchange (or, if
      applicable on Nasdaq or the OTC Bulletin Board or any successor trading market)
      on which the Common Stock is then listed and/or quoted. 

     

    5. EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANTS.
      This
      Warrant is exchangeable, without expense, at the option of the Warrant Holder,
      upon presentation and surrender hereof to the Company for other warrants of
      different denominations entitling the holder thereof to purchase in the
      aggregate the same number of shares of Common Stock purchasable hereunder.
      Subject to the terms of Section 6, upon surrender of this Warrant to the Company
      at its principal office or at the office of its transfer agent, if any, with
      the
      Assignment Form annexed hereto duly executed and funds sufficient to pay any
      transfer tax, the Company shall, without charge, execute and deliver a new
      Warrant in the name of the assignee named in such instrument of assignment
      and
      this Warrant shall be promptly canceled. This Warrant may be divided or combined
      with other warrants which carry the same rights upon presentation hereof at
      the
      principal office of the Company together with a written notice specifying the
      names and denominations in which new Warrants are to be issued and signed by
      the
      Warrant Holder hereof. The term “Warrant” as used herein includes any Warrants
      into which this Warrant may be divided or exchanged. Upon receipt by the Company
      of reasonable evidence of the ownership of and the loss, theft, destruction
      or
      mutilation of this Warrant and, in the case of loss, theft or destruction,
      of
      indemnity reasonably satisfactory to the Company, or, in the case of mutilation,
      upon surrender and cancellation of the mutilated Warrant, the Company shall
      execute and deliver in lieu thereof a new Warrant of like tenor and date
      representing an equal number of Warrants. 

     

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

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

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

     

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

     

    7. REGISTRATION
      RIGHTS OF WARRANT HOLDER.
      The
      Company has agreed to file and to use its best efforts to have declared
      effective a registration statement with the Commission to register for resale
      the Warrant Shares purchasable under this Warrant on a registration statement
      (the “Registration Statement”), on the same terms and conditions of the
      registration rights granted to investors in the Offering as set forth in Section
      10 of the Subscription Agreement signed by the investors and accepted by the
      Company in connection with the Offering. These registration rights shall inure
      to the benefit of the transferees of this Warrant and the Warrant
      Shares.

     

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

     

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

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

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

     

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

     

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


     

    11. NOTICES
      OF RECORD DATE.
      In
      case: 

     

    (a) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      any class or any other securities, or to receive any other right, or


     

    (b) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation (other than a consolidation or merger in which the Company is the
      surviving entity), or any transfer of all or substantially all of the assets
      of
      the Company, or 

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      then, and in each such case, the Company will mail or cause to be mailed to
      the
      Warrant Holder a notice specifying, as the case may be, (i) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution or right,
      and stating the amount and character of such dividend, distribution or right,
      or
      (ii) the effective date on which such reorganization, reclassification,
      consolidation, merger, transfer, dissolution, liquidation or winding-up is
      to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock (or such other stock or securities at the time
      deliverable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
      notice shall be mailed at least twenty days prior to the record date or
      effective date for the event specified in such notice, provided that the failure
      to mail such notice shall not affect the legality or validity of any such
      action.

     

    12. SUCCESSORS.
      The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective heirs,
      successors, assigns, pledgees, transferees and purchasers. Without limiting
      the
      foregoing, the registration rights referred to in Section 7 of this Warrant
      shall inure to the benefit of the Warrant Holder and all the Warrant Holder’s
      successors, heirs, pledgees, assignees, transferees and purchasers of this
      Warrant and the Warrant Shares.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

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

     

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

     

    15. GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Colorado as such laws are applied to contracts made and to be fully
      performed entirely within that state between residents of that state except
      to
      the extent the laws of the State of Nevada mandatorily apply because the Company
      is incorporated in the State of Nevada.

     

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

     

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


     

    
      	
            	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.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer as of the ____ day of February, 2005.


     

    AERO
      GROW
      INTERNATIONAL, INC.

     

     

    By:
      ___________________________

    Name:
      W.
      Michael Bissonnette

    Title:
      CEO and President

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    Notice
      of Exercise

    To
      Be
      Executed by the Warrant Holder In Order to Exercise Warrants

     

    The
      undersigned Warrant Holder hereby irrevocably elects to: 

     

    
      	 	
               ̈

            	
              exercise
                _____________ Warrants represented by this Warrant, and to purchase
                thereunder, _______________ full shares of Common Stock issuable
                upon the
                exercise of such Warrants, by delivery of $___________ ($6.25 per
                share);
                or

            


    

    


     

    
      	 	
               ̈

            	
              exercise
                _____________ Warrants represented by this Warrant, and to purchase
                thereunder, such number of full shares of Common Stock issuable upon
                the
                net issue exercise of such Warrants in accordance with Section 2.2
                of this
                Warrant. 

            


    

     

    The
      undersigned Warrant Holder requests that certificates for such shares of Common
      Stock shall be issued in the name of: 

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

    


    
      	 


    

     

     

      
        

      

       

      
        

      

    

    (please
      print or type name and address)

    and
      be
      delivered to

     

     

    
      
        

      

       

      
        

      

    

    (please
      print or type name and address)

    


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

    


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

    


     

    Dated:
      ________________                                                              
_________________________________

    (Signature
      of Registered Holder)

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    ASSIGNMENT
      FORM

    To
      be
      executed by the Warrant Holder

    In
      order
      to Assign Warrants

    


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

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    


    
      	 


    

     

     

    
      
        

      

       

      
        

         

        
          

        

      

    

    (Please
      print or type name and address)

    


     

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

     

    Dated:_____________________                                   
      ___________________________________

    (Signature
      of Registered Holder)

     

                                                                            
______________________________

    (Signature
      Guaranteed)

    


     

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

     

    CERTIFICATION
      OF STATUS OF TRANSFEREE

    TO
      BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT

    


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

     

    Dated:____________________                                      
      ___________________________________

    (Signature
      of Transferee)

     

    
      
         

      

      
        11