EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”) is dated as of March 31, 2006, by and
      between AeroGrow International, Inc., a Nevada corporation (the “Company”), and
      Jeff Brainard (“Employee”). 

     

    In
      consideration of the promises and conditions contained herein, the parties
      hereto agree as follows: 

     

    Section 1.
      Employment.
      The
      Company hereby agrees to employ Employee, and Employee hereby accepts employment
      by the Company effective as of the date of this Agreement (the “Commencement
      Date”), upon the terms and subject to the conditions hereinafter set forth.
 

     

    Section 2.
      Duties. Employee
      shall serve as the Vice President, Retail Sales of the Company. Employee will
      perform the duties attendant to his position with the Company under the
      direction of the Chief Executive Officer of the Company with dotted line
      reporting responsibilities to Chief Marketing Officer. Employee will perform
      his
      duties faithfully and to the reasonable best of his ability and will devote
      his
      full business efforts and time to the Company and shall comply with all
      reasonable and lawful existing and future regulations applicable to senior
      management level employees of the Company and to the Company's business.
Duties
      include, and can be modified as a result of discussions with and subject to
      the
      supervision of the CEO: 

     

    
      	 	
              (a)

            	
              Participation
                in the development of a corporate marketing and sales strategy as
                a member
                of senior management; 

            


    

    
      	 	
              (b)

            	
              Development
                of sales goals and forecasts consistent with corporate
                objectives;

            


    

    
      	 	
              (c)

            	
              Achievement
                of retail sales goals;

            


    

    
      	 	
              (d)

            	
              Establishment
                of retail sales department budgets;

            


    

    
      	 	
              (e)

            	
              Gaining
                of retailer distribution;

            


    

    
      	 	
              (f)

            	
              Setting
                of pricing, merchandising, and retail advertising strategies and
                programs
                consistent with corporate goals;

            


    

    
      	 	
              (g)

            	
              Hiring,
                training, and management of sales and sales administrative personnel
                and
                manufacturers’ representatives; 

            


    

    
      	 	
              (h)

            	
              Development
                of sales reporting tools required to keep management apprised of
                sales
                progress versus goals and budgets on a timely
                basis;

            


    

    
      	 	
              (i)

            	
              Informing
                management of unanticipated problems that are likely to effect corporate
                performance on a timely basis.

            


    

    


    Further,
      it is agreed that based upon the timing of the Company’s retail rollout of its
      products, a western regional manager position will be established, a person
      hired to fill this position and appropriate administrative staffing requirements
      will be identified and persons hired to fill those positions.

     

      Section 3.
      Term.
      Unless
      Employee's employment hereunder is terminated earlier pursuant to Section 6
      of
      this Agreement, Employee's employment hereunder shall begin on April 1, 2006
      and
      shall expire on the last day of the twenty fourth (24th)
      month
      (the initial “Contract Term”), provided that upon the expiration of the initial
      Contract Term, the Employee's employment hereunder shall continue automatically
      for
      additional consecutive extension terms of one (1) year each until either party
      gives notice of termination to the other at least thirty (30) days prior to
      end
      of the Contract Term. The initial Contract Term and any extension is referred
      to
      as the Contract Term. 

     

    
      
         

      

      
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    Section 4.
      Place
      of Employment. Employee
      shall live and maintain an office in Lexington, MA, however Employee shall
      be
      required to travel on behalf of AeroGrow as needed, up to a total of 30 nights
      spent away from home each calendar quarter. Such travel is to include meetings
      at AeroGrow’s headquarters in Boulder, CO., as needed. The reasonable expenses
      for maintaining such home office excluding any charges for rent, interest or
      utilities (other than telephone) will be borne by AeroGrow , including, but
      not
      limited to, the purchase of the necessary equipment, and all related ongoing
      expenses (eg. telephone, maintenance of equipment, supplies, business related
      mileage, secretarial, etc.). All such expenses shall be approved in
      advance.

     

     Section 5.
      Compensation and Benefits. In
      consideration for the services of the Employee hereunder, the Company will
      compensate Employee as follows: 

     

    (a)
      Base
      Salary.
      Beginning on the Commencement Date, Employee shall be entitled to receive a
      base
      salary of $150,000 per annum. Such Base Salary shall be payable in periodic
      installments in accordance with the terms of the Company's regular payroll
      practices in effect from the time during the term of this Agreement and subject
      to applicable tax withholding., but in no event less frequently than once each
      month. The
      Base
      Salary is to be reviewed annually prior to the anniversary date of this
      Agreement and, based on performance, to be adjusted up, but not down at the
      discretion of the CEO and/or a management salary committee comprised of the
      Company’s directors.

     

    (b)
      Bonus.
      Employee
      shall receive an annual cash bonus in an amount not less than the greater of;
      a)
      $50,000; b) 0.5 per cent of retail net sales, net of all customer deductions
      including but not limited to returns, allowances, bad debts and other
      deductions, or; c) 1.5% of the EBITDA of the Company as determined by the
      Company’s annual financial statements and pro rated for any portion of such
      annual period covered under this Agreement. Such bonus shall be
      payable
      for the
      initial year in
      two
      installments, $25,000 to be paid six months following the initial date hereof
      and an additional $25,000 12 months following the date hereof and the balance
      not later than one hundred and twenty (120) days after the end of the each
      of
      the Company’s fiscal years covered under this agreement. Employee acknowledges
      the foregoing may be modified by the Board of Directors subsequent to the
      initial Contract Term, however, in such event; the Bonus herein shall in no
      event be less favorable than that granted to the Company’s senior executives. In
      addition, Employee shall receive a cash bonus upon signing of this Agreement
      of
      $12,500 with $5,000 being paid within 30 days of the date hereof and the balance
      of $7,500 being paid to Employee on the six month anniversary date of this
      Agreement; provided Employee is adequately performing his duties hereunder,
      as
      determined by the chief Executive Officer.

     

    (c)
      Benefits.
      Employee
      shall be entitled to participate in and receive benefits under any and all
      employee benefit plans and programs which are from time to time generally made
      available to the executive employees of the Company, subject to approval and
      grant by the Governance Committee of the Board with respect to programs calling
      for such approvals or grants and consistent with plan terms. Notwithstanding
      the
      foregoing, Employee shall be entitled to receive;

     

    (i)
      The
      Company will pay the COBRA premium for the Employee and his family for the
      full
      18 months it is offered, or until such time as the Company offers a comparable
      benefit plan which is equal to replace the employee’s current plan;

     

    (ii)
      Paid
      vacation equal to 10 paid business days during the first year of the employment
      period in addition to all U. S. public holidays, and any other company-wide
      vacation days granted by AeroGrow. Beginning with the second year of employment,
      the number of paid vacation days will be increased from 10 to 15 business
      days.

     

    
      
         

      

      
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    (d)
      Equity
      Compensation.
      

     

    (i)
      Employee shall be entitled to participate in and receive benefits under the
      2005
      Equity Compensation Plan, and any successor plan providing for compensation
      in
      the form of stock, stock options and other equity-related compensation provided
      by the Company to its employees. The initial grant of the Stock Options to
      be
      granted to Employee pursuant to the Company’s 2005 Equity Compensation Plan
      shall not be less than 125,000 options to purchase the common stock of the
      Company at an exercise price of not greater than $5.00. The options shall;
      (i)
      vest pursuant to terms no less than a minimum of 33% of the amount of the grant
      at the date granted and 33% per each twelve month period from the date of grant;
      (ii) shall not expire in less than five (5) years from the date of grant; and
      (iii) shall be subject to other standard terms and conditions under the 2005
      Equity Compensation Plan. Employee agrees that the foregoing options shall
      be
      subject to the lockup provisions as required by the Company’s investment bankers
      in conjunction with a private placement offering conducted during February,
      2006.

     

    (ii)
      The
      Employee will be granted shares of AeroGrow common stock equal in value to
      $25,000 semi-annually; i. e., 5,000 shares of stock assuming that the market
      price of the common stock is $5.00 per share, or in the event the market price
      is lower or higher than $5.00 per share, the number of shares will be equal
      to
      $25,000 divided by the market price of the shares at the time payment is due.
      The first 5,000 shares (valued at a price of $5.00 per share) will be payable
      immediately upon the employee’s joining AeroGrow, with shares having a total
      value of $25,000 payable to the employee each six months thereafter until such
      time as the employee is paid a salary at a rate of $200,000 annually ($16,667
      monthly). The lock-out provisions for the sale of shares issued under the stock
      grant is that 50 percent of the shares received in each six month period may
      be
      sold at any time after 12 months from the date of the company’s initial
      registration of its common shares with the SEC, with the remaining 50 per cent
      eligible for sale 18 months following the date of the company’s initial
      registration of its shares with the SEC.

     

    Section 5.
      Expenses.
      It is
      acknowledged that Employee, in connection with the services to be performed
      by
      him pursuant to the terms of this Agreement, will be required to make payments
      for travel, entertainment of business associates and similar expenses. The
      Company will reimburse Employee for all reasonable expenses of types authorized
      by the Company and incurred by Employee in the performance of his duties
      hereunder within fifteen days from date Employee submits a request for such
      reimbursement. Employee will comply with such budget limitations and approval
      and reporting requirements with respect to expenses as the Company may establish
      from time to time. 

     

    Section 6.
      Termination. 

     

    (a)
      For
      Cause by Company.
      The
      Company may terminate the Employee's employment under this Agreement at any
      time
      for Cause. “Cause” is defined as (i) a material act of dishonesty by
      Executive in connection with his responsibilities as an Employee,
      (ii) conviction of, or plea of nolo contendere to, a felony,
      (iii) gross misconduct, or (iv) continued substantial violation of his
      employment duties after Employee has received a written demand for performance
      from the Company which specifically sets forth the factual basis for the
      Company’s belief that Employee has not substantially performed his
      duties.

    


    (b)
      Without
      Cause by Company. The
      Company may terminate the Employee's employment under this Agreement at any
      time
      without Cause. If the Company breaches any term of this Agreement and fails
      to
      cure such breach within thirty (30) days of notice of such breach from the
      Employee, and if Employee terminates his employment with the Company within
      thirty (30) days after the period for the cure of the breach by the Company
      expires, the Company shall be deemed to have terminated the Employee's
      employment hereunder without Cause. Material breach, as defined herein shall
      include, without limitation, (a) any failure by the Company to comply with
      Section 4 hereof in any material way Area; (e) any misrepresentation by Company
      to any government or other violation of law. If the Company terminates the
      Employee’s employment in accordance with this paragraph, the Employee shall be
      entitled to; (i) continuation in payment of his Base Salary until the end of
      the
      sixth (6th
      )
      month
      following termination, at the rate in effect immediately before the termination;
      (ii) the payment by the Company of medical benefits payable to employee until
      the end of the sixth (6th
      )
      month
      following termination, and; (iii) the pro rata portion the bonus payable
      pursuant to Section 4(b) as determined by the EBITDA as of the nearest quarter
      end financial statements of the Company. The foregoing is provided that the
      Employee honors the restrictive covenants provided in this Agreement and
      executes a release of all claims arising from his employment by the Company,
      in
      such form as may then be used by the Company respecting termination of
      employees. 

     

    
      
         

      

      
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    (c)
      Without
      Cause by Employee. The
      Employee may terminate the Employee's employment under this Agreement at any
      time after the initial Contract Term without Cause upon giving at least thirty
      (30) day’s advance written notice. If the Employee terminates the Employee’s
      employment in accordance with this paragraph, the Employee shall be entitled
      to
      continuation in payment of his Base Salary until the end of the month following
      said notice.

     

    (d)
      Non-Renewal
      Deemed Termination.
      The
      notice by the Company not to renew the Contract Term for another year shall
      be
      deemed a termination without cause by the Company under this
      Agreement.

     

    (e)
      Change
      of Control.
      Upon a
      termination pursuant to Section 6 (b) after the occurrence of a Change of
      Control, Employee shall be entitled to; (i) continuation in payment of his
      Base
      Salary until the end of the twelfth (12th
      )
      month
      following termination, at the rate in effect immediately before the termination;
      (ii) the payment by the Company of medical benefits payable to employee until
      the end of the twelfth (12th
      )
      month
      following termination For purposes of this Agreement, a "change of control"
      shall mean the appointment by the Board of Directors of a new Chief Executive
      Officer or a sale or other transaction involving more than 50% of the equity
      interests of the Company. Further, upon a Change of Control, any unvested
      options granted pursuant to Section 5 (d) (i) herein shall vest in full upon
      termination.

     

    (f)
      Disability.
      If
      Employee becomes permanently and totally disabled, this Agreement shall be
      terminated. Employee shall be deemed permanently and totally disabled if he
      is
      unable to engage in the activities required by this Agreement by reason of
      any
      medically determinable physical or mental impairment, as confirmed by three
      independent physicians, which can be expected to result in death or which has
      lasted or can be expected to last for a continuous period of not less than
      twelve (12) months. Upon termination due to disability, any portion of any
      of
      the Options granted to the Employee that is not then vested shall vest and
      all
      Options shall be exercisable by Employee until ninety (90) days after the
      termination. Nothing herein shall limit the entitlement of the Employee to
      any
      other rights or benefits then available to the Employee under any plan or
      program of the Company or under applicable law. 

     

     (g)
      Death.
      If
      Employee dies during the Employment Term, the Employment shall be terminated
      on
      the last day of the calendar month of his death and any portion of any of the
      Options granted to the Employee that is not then vested shall become vested
      and
      all Options shall be exercisable by the designated beneficiary, as provided
      in
      Section 6.8 below, the estate or personal representative of Employee until
      ninety (90) days after death. This Section 4.9 will not limit the entitlement
      of
      the Employee's estate, personal representative or beneficiaries to any death
      or
      other benefits then available to the Employee under any life insurance, stock
      ownership, stock options, or other benefit plan or policy that is maintained
      by
      the Company for the Employee's benefit. 

     

    
      
         

      

      
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      Section
        7.
        Restrictive Covenants and Representations. 

    

     

    (a) Confidential
      Data. The
      Employee will hold in a fiduciary capacity and will not reveal, communicate
      or
      divulge during the period of his employment by the Company or thereafter, any
      information, knowledge or data to any person, firm or corporation other than
      the
      Company or persons, firms or corporations designated by the Company, which
      relates to the names of the customers, finances, technical data concerning
      products or services, or any other secret or confidential information, knowledge
      or data of the Company or of any firm owned by the Company, which was learned
      through or as a result of employment by the Company.

     

    (b)
      Covenant
      Not to Compete.
      In
      consideration for his employment hereunder, during the term of this agreement,
      and for twenty-four (24) months after the termination of this agreement,
      whichever is later, the Employee shall not, within the United States, either
      directly or indirectly, own, have a proprietary interest of any kind in, be
      employed by, or serve as a consultant to or in any other capacity for any firm
      which is in the primary business of providing aeroponics products or businesses,
      or which is otherwise engaged in a business that is competitive with that
      conducted by the Company. Notwithstanding the foregoing, the Employee may invest
      in the securities of any corporation whose shares are listed on a national
      securities exchange or registered under the Securities Exchange Act of
      1934.

     

    (c)
      Ownership
      of Inventions.
      There
      shall become the exclusive property of the Company, its successors and assigns,
      every invention and improvement conceived, invented or developed by the Employee
      during the term of his employment hereunder relating to products or services
      to
      be manufactured, sold, used or in the process of development by the Company
      or
      by any parent or affiliate of the Company during such period of employment,
      or
      which may be sold or used in competition with any such product. Employee agrees
      to execute such assignments, instruments or other documents as the Company
      or
      its counsel may request to implement this paragraph.

     

    (d)
      Non-Solicitation of Employees.
      The
      Employee and any entity controlled by him or with which he is associated (as
      the
      terms "control" and "associate" are defined in the Exchange Act) shall not,
      during the Contract Term and for a term equal to the Contract Term thereafter,
      directly or indirectly solicit, interfere with, offer to hire or induce any
      person who is or was an officer or employee of the Company or any affiliate
      (as
      the term "affiliate" is defined in the Exchange Act) (other than secretarial
      personnel) to discontinue his or her relationship with the Company or an
      affiliate of the Company, in order to accept employment by, or enter into a
      business relationship with, any other entity or person. (These acts are
      hereinafter referred to as the "prohibited acts of solicitation.") 

     

    (e)
      Return
      of Property.
      Upon
      termination of employment, and at the request of the Company, the Employee
      agrees to promptly deliver to the Company all Company or affiliate memoranda,
      notes, records, reports, manuals, drawings, designs, computer files in any
      media, and any other documents (including extracts and copies thereof) relating
      to the Company or its affiliates, and all other property of the Company. Upon
      termination, the Executive shall cease to use all such materials and information
      set forth under this Section 7(a).

     

    (f)
      Representations.
      The
      Employee represents and warrants to the Company that he has full power and
      authority to enter into this Agreement and perform his duties hereunder, and
      that he has no outstanding agreement, whether oral or written or any obligation
      that is or may be in conflict with any of the provisions of this Agreement
      or
      that would preclude Employee from complying with the provisions of this
      Agreement and the performance of his duties shall not result in a breach of,
      or
      constitute a default under, any agreement , whether oral or written, including,
      without limitation, any restrictive covenant or confidentiality agreement,
      to
      which he is a party or by which he may be bound. Employee further represents
      and
      warrants that he has not misappropriated any confidential information and/or
      trade secrets of any third party that he intends to use in the performance
      of
      his duties under this Agreement. Company and the individual signing this
      Agreement on behalf of Company each represent and warrant that they each have
      full power and authority to enter into this Agreement, that there are no
      agreements whether oral or written, or legal requirements, that conflict with
      any provisions of this Agreement, and that the performance of this Agreement
      shall not result in a breach of, or constitute a material default, under, any
      such agreement or legal requirement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    Section
      8. Indemnities

     

    (a)
      Employee.
      Employee shall indemnify and hold harmless the Company from and against any
      losses, claims, damages or liabilities which arise out of any breach of
      Employee's representations and warranties set forth in Section 7 (f) of this
      Agreement as determined in a court of law and made part of a final judgment
      after exhaustion of, or the time has lapsed for, any appeal thereof.


     

    (b)
      Company.
      Company
      shall defend, indemnify and hold Employee harmless from and against any losses,
      claims, damages or liabilities which arise out of any: (a) action or inaction
      taken or not taken by him in the ordinary course of Company's business or as
      directed by the Chairman, CEO or the Board or the Chief Marketing Office unless
      a court of law determines that Employee has breached the Employee's
      representations and warranties set forth in Section 7(f) of this Agreement
      as
      part of a final judgment after exhaustion of, or the time has lapsed for, any
      appeal thereof. The Company agrees to obtain and maintain Directors and Officers
      Liability Insurance during the Contract Term with coverage of not less than
      $1.5
      million.

     

    Section 9.
      General. 

     

    (a)
      Notices.
      Except
      as provided in Section 8(a) hereof, all notices and other communications
      hereunder will be in writing or by written telecommunication, and will be deemed
      to have been duly given if delivered personally or if mailed by certified mail,
      return receipt requested, or by written telecommunication, to the relevant
      address set forth below, or to such other address as the recipient of such
      notice or communication will have specified to the other party hereto in
      accordance with this Section ll(a): 

     

    If
      to
      Employer, to: 

     

    AeroGrow
      International, Inc. 

    900
      28th
      Street, Suite 201

    Boulder,
      Co 80303

    


    If
      to
      Employee, to:

     

    Jeff
      Brainard

    15
      Sherburne Rd

    Lexington,
      Mass 02421

     

    (b)
      Withholding;
      No Offset.
      All
      payments required to be made by Employer under this Agreement to Employee will
      be subject to the withholding of such amounts, if any, relating to federal,
      state and local taxes as may be required by law. No payment under this Agreement
      will be subject to offset or reduction attributable to any amount Employee
      may
      owe to the Company or any other person. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (c)
      Equitable
      Remedies.
      Each
      of
      the parties hereto acknowledges and agrees that upon any breach by Employee
      of
      his obligations under any of Section 7 hereof, the Company will have no adequate
      remedy at law, and accordingly will be entitled to specific performance and
      other appropriate injunctive and equitable relief. 

     

    (d)
      Severability.
      If
      any
      provision of this Agreement is held to be illegal, invalid or unenforceable,
      such provision will be fully severable and this Agreement will be construed
      and
      enforced as if such illegal, invalid or unenforceable provision never comprised
      a part hereof; and the remaining provisions hereof will remain in full force
      and
      effect and will not be affected by the illegal, invalid or unenforceable
      provision or by its severance herefrom. Furthermore, in lieu of such illegal,
      invalid or unenforceable provision, there will be added automatically as part
      of
      this Agreement a provision as similar in its terms to such illegal, invalid
      or
      unenforceable provision as may be possible and be legal, valid and enforceable.
      

     

    (e)
      Waivers.
      No
      delay
      or omission by either party hereto in exercising any right, power or privilege
      hereunder will impair such right, power or privilege, nor will any single or
      partial exercise of any such right, power or privilege preclude any further
      exercise thereof or the exercise of any other right, power or privilege.


     

    (f)
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which will be deemed
      an original, and all of which together will constitute one and the same
      instrument. 

    


    (g)
      Captions.
      The
      captions in this Agreement are for convenience of reference only and will not
      limit or otherwise affect any of the terms or provisions hereof 

     

    (h)
      Reference
      to Agreement.
      Use
      of
      the words “herein,” “hereof,” “hereto” and the like in this Agreement refer to
      this Agreement only as a whole and not to any particular subsection or provision
      of this Agreement, unless otherwise noted. 

     

    (i)
      Binding
      Agreement.
      This
      Agreement will be binding upon and inure to the benefit of the parties and
      will
      be enforceable by the personal representatives and heirs of Employee and the
      successors of Employer. If Employee dies while any amounts would still be
      payable to him hereunder, such amounts will be paid to Employee’s estate. This
      Agreement is not otherwise assignable by Employee. 

    


    (j)
      Designation of Beneficiary.
      If the
      Employee shall die before receipt of all payments and benefits to which he
      is
      entitled under this Agreement, payment of such amounts or benefits in the manner
      provided herein shall be made to such beneficiary as he shall have designated
      in
      writing filed with the Secretary of the Company or, in the absence of such
      designation, to his estate or personal representative. 

    


    
      
         

      

      
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    (k)
      Attorneys
      Fees.
      In any
      proceeding brought to enforce any provision of this Agreement, or to seek
      damages for a breach of any provision hereof, or when any provision hereof
      is
      validly asserted as a defense, the prevailing party will be entitled to receive
      from the other party all reasonable attorney's fees and costs in connection
      therewith.

     

    (j)
      Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties, supersedes all
      prior
      agreements and understandings relating to the subject matter hereof and may
      not
      be amended except by a written instrument hereafter signed by each of the
      parties hereto. 

     

    (k)
      Governing
      Law.
      This
      Agreement and the performance hereof will be construed and governed in
      accordance with the laws of the State of Nevada, without regard to its choice
      of
      law principles. 

     

    EXECUTED
      as of the date first above written. 

     

    
      	 	 	 
	
              AEROGROW
                INTERNATIONAL, INC.

            
	 	 
	
              By:

            	
               

            	
               
                

            
	
              Its:

            	
               

            	
               
                

            
	 	 
	
               

            	
               

            	
               

              
              

            
	
               

            	
               

            	
              Employee

            


    

     

    


    
      
         

      

      
        8