EXHIBIT
        10.21

      


      RESPOND2

      PRODUCTION
        AGREEMENT

       

      This
        Agreement is effective the 3rd day of October, 2005, by and between Respond2,
        Inc., an Oregon Corporation, (hereinafter called Respond2) and AeroGrow
        International, Inc., a Nevada Corporation (hereinafter called
        Purchaser).

       

      The
        parties are desirous of entering into this Agreement for Respond2
        to:

       

      Provide
        certain personnel, equipment services and/or materials for creative development
        and production of a Long Form Infomercial and Short Form DRTV Commercials
        (hereinafter called "Work") for Purchaser.

       

      NOW,
        THEREFORE, IN CONSIDERATION OF THE PROMISES AND THE MUTUAL COVENANTS of the
        parties hereto, IT IS HEREBY AGREED:

       

      
        	
                1.

              	
                Production.
                  Subject to Purchaser's performance of its obligations hereunder,
                  Respond2
                  shall be responsible for the production of the Work specialty created
                  to
                  advertise, promote and sell the AeroGrow Kitchen Garden. Respond2
                  represents and warrants that it will produce the Work in a workmanlike
                  manner according to the reasonable standards observed by professionals
                  in
                  the industry. The work shall conform to all applicable FCC technical
                  and
                  broadcast standards, and Electronic Retailing Association guidelines.
                  Respond2 shaft produce and complete the Work for the sum set forth
                  in the
                  Production Budget, which shall be mutually approved by both parties.
                  Respond2 shall provide all of the production elements set, including
                  a
                  production crew and all necessary personnel and equipment for filming
                  and
                  or videotaping the Work. On or before completion and delivery of
                  the Work,
                  Respond2 shall provide to Purchaser all documents evidencing Purchaser's
                  ownership of all elements of the Work, including any executed licensee
                  and
                  releases. Respond2 shall be responsible for all final editing and
                  post-production services necessary to prepare the Work for television
                  airing. Such services shall include delivery to Purchaser of a
                  completed
                  beta SP master videotape of the Work, suitable for insertion of
                  such
                  product-ordering information, as Purchaser may desire. Final editing
                  and
                  post-production services shall be subject to the approval of Purchaser
                  and
                  the Work shall not be deemed completed and delivered until it has
                  been
                  approved by Purchaser, which approval shall not be unreasonably
                  withheld.
                  Television airing of the Work in any market will be construed to
                  be
                  Purchaser's acceptance of the Work.

              


      

       

      
        	
                2.

              	
                Scripting/Creative.
                  Respond2 and its affiliates, employees, officers, directors, shareholders.
                  contractors. etc. have no obligation to generate or verify the
                  truth of
                  information, facts, claims, testimonials, product comparisons,
                  representations, opinions, endorsements, impressions, warranties
                  or any
                  other information contained in the script and all other content
                  of the
                  Work, all such verification to be the exclusive responsibility
                  of
                  Purchaser.

              


      

       

      
        	3.	
                Payment.
                  Purchaser agrees to pay Respond2 production costs, in the form
                  of cash and
                  AeroGrow stock. Cash will be paid based upon the terms detailed
                  below.
                  Stock certificates will be issued as they are made available purchasers
                  by the
                  Purchaser's accounting and legal
                  team.

              


      

       

      Scripting/Creative
        Fee--A $30,000 Scripting/Creative Fee is due upon signing of this contract
        to be
        paid as follows: $15,000.00 cash and $15,000.00 AeroGrow stock,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Production
        Fee--Once Purchaser approves overall estimated costs, Respond2 will invoice
        Purchaser twice monthly for estimated production costs within that specific
        time
        period. Production costs will be estimated at the beginning of each month
        and
        will be submitted to Purchaser for review and approval, and such review and
        approval will occur within one business day. Respond2 will invoice Purchaser
        on
        the 1st and the 15th of each month based upon the estimated and approved
        costs.
        Purchaser will have 15 day terms for all invoices submitted. Respond2 will
        true
        up actual costs against estimated and invoiced costs on a monthly basis.
        All
        invoices submitted will include and specifically detail a 33% mark-up over
        actual costs, defined as "Respond2 profit." Purchaser will provide AeroGrow
        stock in exchange for Respond2 profit.

       

      AeroGrow
        stock, the non-cash amounts listed above that are payable in the form of
        investment units, the terms and restrictions on the investment units closely
        emulate those detailed in the Private Placement Memorandum ("PPM") in AeroGrow
        International, Inc. provided to Respond2. Note, that the debt
        offering/conversion option stated in the PPM is not available to Respond2.
        The
        investment units shall be computed at a 20% discount from market value as
        reflected in the PPM. Respond2 shall receive the investment units which are
        restricted from trading for 6 months from the active date of the stock, and
        shall also be entitled to participate in the bonus structure as detailed
        in the
        PPM.

       

      Purchaser
        shall receive all payments listed above and the actual investment unit
        certificates prior to delivery of the final Work to Purchaser.

       

      All
        Purchaser-requested travel, not included in the production budget, will be
        invoiced to Purchaser, at cost. A finance charge of 1.5% per month will be
        charged on all past due invoices. Any payments made by Purchaser in excess
        of
        amounts due and owing to Respond2 hereunder, or any credits in favor of
        Purchaser hereunder, may be applied at any time, with notice to Purchaser,
        against any amounts past due and owing by Purchaser to Cmedia, LLC, Production
        West, Inc., or any other entity identified to Purchaser as an affiliate of
        Respond2.

       

      
        	
                4.

              	
                Changes.
                  Change orders will be documented for any Purchaser-requested deviation
                  in
                  any portion of the Work once detailed and approved by Purchaser.
                  These
                  include, but are not limited to, additional charges due to script
                  changes
                  (outside of initial script development and its inherent revisions),
                  production enhancements, location change or other changes. Respond2
                  is not
                  required to make any such changes until Purchaser has approved
                  in writing
                  all such additional charges, which shall be reasonable. A maximum
                  of two
                  (2) rough-cut revisions will be included in the production costs
                  included
                  in paragraph 3. Any additional rough-cut revisions will require
                  a change
                  order at an agreed upon additional
                  charge.

              


      

       

      
        	
                5.

              	
                Intellectual
                  Property Rights.
                  Provided that Purchaser shall have made all payments in Respond2
                  required
                  under this Agreement, all right, title and interest in and to the
                  materials, work product, and entire editorial, visual, audio and
                  graphic
                  content of the Work created pursuant to this Agreement, including,
                  without
                  limitation, (i) all creative and sales outlines; (ii) all videos;
                  (iii)
                  all scripts, raw video footage and film stock, shot film and video
                  footage, outtakes, film negatives and master videotapes created
                  hereunder
                  and the performances contained thereon; (the foregoing hereinafter
                  collectively referred to as "Intellectual Property") shall, as
                  between
                  Purchaser and Respond2, be and remain the sole property of Purchaser.
                  All
                  Intellectual Property supplied or created by Respond2 end/or persons
                  and
                  firms engaged by Respond2 in connection with the creation of the
                  Work are
                  agreed to be and shall be considered a "work made for hire" for
                  Purchaser.
                  If for any reason any such Intellectual Property is found not to
                  be a
                  "work made for hire," Respond2 agrees to assign and hereby assigns
                  all
                  rights, title and interest worldwide in such Intellectual Property
                  to
                  Purchaser. Respond2 represents and warrants that it owns and has
                  the right
                  to assign all Intellectual Property created pursuant to this Agreement
                  and
                  will obtain all necessary licenses end releases. Purchaser retains
                  full
                  ownership of such Intellectual Property after termination of this
                  Agreement.

              


      

       

      
        
          
          

        

        
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      Respond2
        shall have the right to receive one (1) copy of the Work, without payment,
        to be
        used in its library for reference, for demonstration purposes to other clients
        and potential clients, and for entry of the Work in shows and festivals to
        demonstrate and display Works it has produced.

       

      As
        producer of the infomercial, Respond2 shall have the right to exhibit its
        logo,
        company name, and "Portland, Oregon" in the infomercial, but not spots, for
        a
        period not to exceed five seconds at the end of the work on broadcast
        versions.

       

      
        	
                6.

              	
                Music.
                  To the extant that Respond2 is requested by Purchaser to supply
                  music for
                  the Work, the following shall
                  apply:

              


      

       

      
        	 	
                a.

              	
                If
                  Respond2 creates or causes the creation of original music, Purchaser
                  and
                  Respond2 shall share all ownership of all right, title and interest
                  in and
                  to such music shall share the publishing rights and shall share
                  the
                  publishing royalties in connection with such music on a 50/50 basis.
                  Notwithstanding anything to the contrary above, Respond2 shall
                  grant to
                  Purchaser a non-exclusive, perpetual, royalty-free license to use,
                  reproduce, create derivative works, distribute, and to perform
                  and display
                  publicly such music in connection with the Work. Purchaser or its
                  authorized media buyer will provide Respond2 a monthly media buy
                  list
                  which shall be used for the exclusive and confidential purpose
                  of
                  obtaining music royalties. If music is obtained for the Work pursuant
                  to
                  this paragraph, the cost of obtaining such music shall be included
                  in the
                  Production Budget.

              


      

       

      
        	 	
                b.

              	
                If
                  Purchaser provides Respond2 with original music for use in the
                  Work,
                  Purchaser alone shall be wholly responsible for all costs and expenses
                  in
                  connection therewith including without limitation, licenses (including
                  music synchronization and master use licenses), releases, royalties,
                  residuals, contracts, payouts and insurance. Purchaser shall retain
                  all
                  right, title and interest in and to such music; shall retain one
                  hundred
                  percent (100%) of the publishing rights and shall be entitled to
                  one
                  hundred percent of the publishing royalties in connection to the
                  music.

              


      

       

      
        	 	
                c.

              	
                If
                  Purchaser requests that Respond2 obtain prerecorded music not previously
                  owned by either party, Respond2 shall obtain such music on a license
                  basis
                  (with the terms of such license to be subject to Purchaser's approval).
                  Any costs or expenses incurred to obtain the license will be included
                  in
                  the Production Budget.

              


      

       

      
        	
                7.

              	
                Termination
                  of Agreement.
                  Either party may terminate the Agreement immediately if the other
                  party
                  breaches any material term of this Agreement, and such material
                  breach
                  remains uncured for a period of thirty (30) days, as determined
                  by the
                  notifying party, after the party allegedly in breach has received
                  written
                  notice of the other's objections. Upon termination of this Agreement,
                  Purchaser shall pay Respond2 for all work done to date and Respond2
                  shall
                  return to Purchaser any unearned advances already paid and shall
                  deliver
                  to Purchaser all Work product created under this
                  Agreement.

              


      

       

      
        	
                8.

              	
                Cancellation
                  and Postponement Policy.
                  If Purchaser cancels the production within thirty (30) days of
                  the
                  scheduled shoot date, for any reason, Purchaser agrees to pay Respond2
                  for
                  work done to date plus an additional cancellation fee of 10% of
                  the
                  original production budget. If Purchaser cancels the production
                  within
                  fourteen (14) days of the scheduled shoot date, for any reason,
                  Purchaser
                  agrees to pay Respond2 for work done to date plus an additional
                  cancellation fee of 25% of the original production budget. If Purchaser
                  postpones the production more than thirty (30) days beyond the
                  original
                  scheduled shoot date, Purchaser agrees to pay Respond2 for work
                  done to
                  dale plus an additional cancellation fee of 25% of the original
                  production
                  budget.

              


      

       

      
        
          
          

        

        
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                9.

              	
                Contingency.
                  The 10% contingency overage is for unforeseen force majeure events,
                  including increased preproduction, production and or editing costs
                  due to
                  weather delays, talent illness, equipment failures, "Acts of God,"
                  or
                  similar unavoidable occurrences. Any potential contingency will
                  be brought
                  to Purchaser's attention upon discovery. Contingency overages are
                  billed
                  without mark-up.

              


      

       

      
        	
                10.

              	
                Indemnification.
                  Purchaser will at all times defend, indemnify and hold harmless
                  Respond2
                  and its approved successors and assigns, affiliates, officers,
                  directors,
                  shareholders, employee, agents and independent contractors from
                  and
                  against any and all claims (whether express or implied), damages,
                  liabilities, costs and expenses, including reasonable legal expenses
                  and
                  reasonable attorneys' fees arising out of information, facts, claims,
                  testimonials, product comparisons, representations, opinions,
                  endorsements, impressions, warranties or other information expressed
                  and/or implied, or any other content in the Work (collectively,
                  the
                  "Content") including but not limited to all Content regarding Purchaser's
                  products or services, or the purchase or use thereof by consumers
                  or
                  otherwise, or any direct or indirect reference to any other person,
                  entity, instrumentality or product; and (ii) any inconsistency
                  with, or
                  any breach or alleged breach by Purchaser of, any warranty, representation
                  or agreement made by Purchaser herein. Purchaser shall be promptly
                  notified of any such claim, action or demand and shall have the
                  right to
                  assume control of the defense of any such claim, action or demand
                  provided
                  that Purchaser establishes to the reasonable satisfaction of Respond2
                  that
                  it can satisfy any such monetary judgment, claim, action or demand
                  if it
                  fails to prevail in such defense. No monetary settlement as to
                  which
                  indemnification is sought shall be made without the approval of
                  Purchaser
                  and the decision of Purchaser with respect to settlement of any
                  claim,
                  action or demand shall be final.

              


      

       

      
        	 	
                Respond2
                  will at all times defend, indemnify and hold harmless Purchaser
                  and its
                  approved successors and assigns, officers, directors, shareholders,
                  employees, agents and independent contractors from and against
                  any and all
                  claims, damages, liabilities, costs and expenses, including reasonable
                  legal expenses and reasonable attorneys' fees arising out of (i)
                  any
                  third-party claim that the material produced by Respond2 for Purchaser
                  infringes or violates a copyright, trademark, right of publicity
                  or other
                  intellectual property right; (ii) the production itself of the
                  Work
                  including, without limitation, claims by persons, firms and corporations
                  engaged by Resond2,
                  directly or indirectly, to provide goods and services in connection
                  with
                  the production of the Work, but Respond2 has no duty to defend,
                  indemnify
                  or hold harmless Purchaser from any claim made by consumers or
                  any third
                  party regarding Purchaser's products or services or other Work
                  Content;
                  and (iii) any breach by Respond2 of any warranty, representation
                  or
                  agreement made by Respond2 herein. Respond2 shall be promptly notified
                  of
                  any such claim, action or demand and shall have the right to assume
                  control of the defense of any such claim, action or demand provided
                  that
                  Respond2 establishes to the reasonable satisfaction of Purchaser
                  that it
                  can satisfy any such monetary judgment, claim, action or demand
                  if it
                  fails to prevail in such defense. No monetary settlement as to
                  which
                  indemnification is sought shall be made without the approval of
                  Respond2
                  and the decision of Respond2 with respect to settlement of any
                  claim,
                  action or demand shall be final.

              


      

       

      
        	 	
                The
                  foregoing indemnification provisions shall survive any expiration
                  or
                  termination of this Agreement.

              


      

       

      
        	
                11.

              	
                Fee
                  for Production Scheduling Changes.
                  Upon Purchaser's acceptance of this Agreement, Respond2 will provide
                  a
                  Production Schedule with specified start and completion dates for
                  various
                  phases of the production. After Purchaser's signed acceptance of
                  a
                  Production Schedule, Purchaser agrees to pay for any costs associated
                  with
                  scheduling changes implemented on Purchaser's request. Fees for
                  scheduling
                  changes will be based on documented costs of scheduling changes
                  plus a
                  Respond2 20% mark-up.

              


      

       

      
        
          
          

        

        
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                12.

              	
                Representations
                  and Warranties.

              


      

       

      
        	 	
                a.

              	
                Each
                  party hereby represents and warrants that it has the right and
                  ability to
                  enter into this Agreement, and the individual executing this Agreement
                  is
                  fully authorized to bind it without additional
                  approval.

              


      

       

      
        	 	
                b.

              	
                Each
                  party represents the performance of the obligations assumed herein
                  will
                  not infringe, interfere with or impair third parties' intellectual
                  or
                  proprietary rights.

              


      

       

      
        	 	
                c.

              	
                Purchaser
                  hereby represents and warrants that to Purchaser's knowledge, the
                  publication, broadcast and exploitation of the Advertisements will
                  not
                  constitute false advertising, infringe any third party's rights
                  or violate
                  any laws, rules or customs.

              


      

       

      
        	 	
                d.

              	
                Unless
                  otherwise mutually agreed to by both parties in writing, Purchaser
                  agrees
                  not to hire or solicit the employment of any personnel of Respond2,
                  or any
                  of its affiliated companies, involved with the activities under
                  this
                  Agreement during the term of this Agreement and for a period of
                  three (3)
                  years thereafter.

              


      

       

      
        	 	
                e.

              	
                It
                  Is the duty and responsibility of Purchaser to ascertain and verify
                  that
                  all claims made about the products being sold by Purchaser are
                  accurate,
                  complete and truthful, and are sufficiently supported by substantiation
                  as
                  required by any applicable law, rule or regulation, even if such
                  claims
                  were suggested to Purchaser by Respond2. Purchaser shall also be
                  responsible to assure that the products offered are safe for use
                  by
                  consumers when used in accordance with instructions provided by
                  Purchaser
                  to the consumer.

              


      

       

      
        	
                13.

              	
                Notices.
                  All notices, requests, instructions, consents, approvals and other
                  communications required or desired to be sent hereunder shall be
                  in
                  writing and shall be deemed given (i) on the day sent if transmitted
                  by
                  facsimile, (ii) the next business day if sent by nationally recognized
                  overnight carrier service, and (iii) three (3) business days later
                  if
                  deposited in certified or registered U.S. mail, return receipt
                  requested.
                  All notices shall be addressed to the parties as
                  follows:

              


      

       

      
        	
                If
                  to Purchaser:

                AeroGrow
                  International Inc.

                900
                  28th St #201

                Boulder
                  CO 80303

                Attn:
                  Randy Seffren

                Fax:
                  847-267-8040

              	
                If
                  to Respond2:

                Respond2
                  Inc

                207
                  NW Park Ave

                Portland,
                  OR 97209

                Attention:
                  Tim O'Leary

                Fax:
                  503-278.4096

                 

                with
                  a copy to.

                 

                Davis
                  Wright Tremaine

                1300
                  SW 5th Ave Suite 2300

                Portland
                  OR 97201

                Attn:
                  Milton Stewart

                Fax
                  503-778-5299

              


      

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	14.	
                Waiver
                  of Breach.
                  The failure of a party at any time to enforce any provision of
                  this
                  Agreement shall not be deemed or construed to be a waiver thereof
                  or of
                  any other provision hereof, whether similar or dissimilar, or of
                  any
                  subsequent breach of any provision or to affect the right of a
                  party to
                  thereafter enforce each and every provision hereof. No waiver of
                  any
                  breach of any of the provisions of this Agreement shall be effective
                  unless set forth in a written instrument signed by the party to
                  be
                  charged.

              


      

       

      
        	
                15.

              	
                Assignment.
                  Neither party may assign this Agreement without the prior written
                  consent
                  of the other. Any permitted assignee shall assume all obligations
                  of its
                  assignor under this Agreement.

              


      

       

      
        	
                16.

              	
                Mediation.
                  Should any dispute (other than an action for copyright or trademark
                  infringement) arise between the parties to this Agreement, it is
                  agreed
                  that the parties will enter into mediation via a mediation service
                  selected by mutual agreement of the parties. The location of such
                  mediation shall be determined by mutual agreement of the parties,
                  but if
                  the parties cannot agree, the mediation will take piece in Portland,
                  Oregon. Each party shall pay one half of the fees charged by such
                  mediation service and shall bear its own attorney fees and costs
                  incurred
                  in the preparation and conduct of the mediation. Both parties agree
                  to
                  exercise their best efforts in good faith to resolve all disputes
                  in
                  mediation. Any claim shall be submitted to mediation within six
                  months
                  after the claim arose.

              


      

       

      
        	
                17.

              	
                Arbitration.
                  In the event that mediation is not successful, the parties hereby
                  agree to
                  submit the dispute for binding arbitration to one arbitrator mutually
                  agreed upon by the parties. The arbitration shall be governed by
                  the rules
                  and procedures of the American Arbitration Association then in
                  affect and
                  by substantive Oregon law. The location of the arbitration shall
                  be
                  determined by mutual agreement of the parties, but if the parties
                  can not
                  agree, arbitration will take place in Portland, Oregon. Any judgment
                  upon
                  the award rendered pursuant to such arbitration may be entered
                  in any
                  court having jurisdiction thereof. No copyright or trademark infringement
                  or other intellectual property disputes shall be submitted to
                  arbitration.

              


      

       

      
        	
                18.

              	
                Entire
                  Agreement.
                  This Agreement supersedes any and all prior oral and written agreements,
                  understandings, representations, covenants and warranties in regards
                  to
                  the Work. This Agreement may not be changed, modified or altered
                  except in
                  writing and signed by the parties
                  hereto.

              


      

       

      
        	
                19.

              	
                Attorneys
                  Fees.
                  If either party hereto retains the services of an attorney to enforce
                  any
                  term, condition or covenant of this Agreement and enters into an
                  arbitration as required by this Agreement, the prevailing party
                  shall be
                  entitled to, from the losing party, reasonable attorneys fees and
                  its
                  costs and disbursements to prosecute said
                  arbitration.

              


      

       

      
        	
                20.

              	
                Force
                  Majeure.
                  Either party shall be relieved of their material obligations hereunder
                  in
                  the event that they are prevented from performing because of any
                  act or
                  circumstance beyond their reasonable control including, but not
                  limited
                  to, labor disputes, fines, earthquakes, wars, civil uprisings,
                  floods,
                  national calamities, break down of machines, regulations, laws,
                  strikes,
                  and transportation delay; provided, however, that the provisions
                  of this
                  Section 17 shall not apply to Purchaser's payment obligations
                  hereunder.

              


      

       

      
        	
                21.

              	
                Relationship.
                  Nothing contained in this Agreement creates a partnership, joint
                  venture
                  or similar business relationship between Respond2 and Purchaser.
                  Respond2
                  is acting solely as Purchaser's independent service
                  provider.

              


      

       

      
        	
                22.

              	
                Agreement
                  Construed as if Jointly Prepared.
                  This Agreement shall not be construed against the party preparing
                  it but
                  shall be construed as if all the parties jointly prepared the Agreement,
                  and any uncertainty or ambiguity shall not be interpreted against
                  any one
                  party.

              


      

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be signed, in
        duplicate, effective on the date and year dated below.

       

      
        	
                Respond2,
                  Inc.

              	 	
                AeroGrow
                  International, Inc.

              
	 	 	 
	 	 	 
	
                

                By:
                  David J. Fallon

              	 	
                
By:
                Randy Seffren
	
                Title:
                  CFO

              	 	
                Title:
                  Chief Marketing Officer

              
	
                Date:
                  10-3-05

              	 	
                Date:
                  October 3, 2005

              


      

    

     

     

    
      
        
        

      

      -6-