EXHIBIT
        4.6

       

      THIS
        NOTE 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 NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF
        THIS
        NOTE (“CONVERSION SECURITIES”) 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 NOTE AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH
        THE
        HOLDER SET FORTH THE COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE CONVERSION
        SECURITIES. A COPY OF SUCH SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION
        AT
        THE COMPANY’S OFFICE. 

       

      THIS
        NOTE 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.

       

      AEROGROW
        INTERNATIONAL, INC.

       

      10%
        Unsecured Convertible Note 

      
        	 	 
	No.
                _____________	
                Principal
                  Amount: $ _____________

              
	 	 
	 	
                Issue
                  Date: _____________, 2005

              
	 	 


      

      AEROGROW
        INTERNATIONAL, INC.,
        a
        Nevada corporation (“Company”), promises to pay to
        _________________________________________________________ or registered assigns,
        the principal amount of ______________________________ ($_______________)
        on
        June 30, 2006. This Note is one of the duly authorized issue of Notes of
        the
        Company, limited in aggregate principal amount to $3,000,000, issued or to
        be
        issued by the Company pursuant to a certain private placement memorandum
        dated
        June 6, 2005.

       

      1.  Interest.
        The
        Company promises to pay interest on the principal amount of this Note at
        the
        interest rate of 10% per annum. The Company will pay interest on September
        30,
        December 31, March 31 and June 30 of each year and at final maturity, beginning
        September 30, 2005. Interest on this Note will accrue from the most recent
        date
        to which interest has been paid or, if no interest has been paid, from the
        Issue
        Date above. Interest will be computed on the basis of a 360-day year of twelve
        30-day months.

       

      2.  Method
        of Payment.
        The
        Company will pay interest on the Notes (except defaulted interest) to the
        persons who are registered holders of Notes at the close of business on the
        15th
        day of
        the month next preceding the interest payment date. If the Company defaults
        in a
        payment of interest on the Notes, it shall pay the defaulted interest to
        the
        persons who are holders on a subsequent special record date selected by the
        Company. Holders must surrender Notes to a Paying Agent to collect principal
        payments. The Company will pay principal and interest in money of the United
        States that at the time of payment is legal tender for payment of public
        and
        private debts. However, the Company may pay principal and interest by its
        check
        payable in such money. It may mail an interest check to a holder’s registered
        address.

       

      3.  Paying
        Agent, Registrar, Conversion Agent.
        Initially, the Company, 900 28th
        Street,
        Suite 201, Boulder, Colorado 80303, will act as Paying Agent, Registrar and
        Conversion Agent. The Company may change any Paying Agent, Registrar, or
        Conversion Agent by notice to the Noteholders. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      All
        notices required under this Note shall be deemed to have been given or made
        for
        all purposes (i) upon personal delivery, (ii) upon confirmation
        receipt that the communication was successfully sent to the applicable number
        if
        sent by facsimile; (iii) one day after being sent, when sent by
        professional overnight courier service, or (iv) five days after posting
        when sent by registered or certified mail. Notices to the Company shall be
        sent
        to the principal office of the Company (or at such other place as the Company
        shall notify the holder hereof in writing). Notices to the holder shall be
        sent
        to the address of the holder on the books of the Company (or at such other
        place
        as the holder shall notify the Company hereof in writing).

       

       

      4.  Unsecured
        Obligations.
        The
        Notes are unsecured obligations of the Company. 

       

      5.  Conversion;
        Registration.
        The
        principal amount of this Note will be convertible, at the holder’s election,
        into shares of the Company’s common stock, par value $0.001 per share (“Common
        Stock”) at a conversion price (“Conversion Price”) equal to the lesser of: (i)
        $4.00 per share, or (ii) if a registered public offering of securities by
        the
        Company is declared effective under the Securities Act prior to the payment
        or
        conversion of the Notes (“Registered Offering”), 80% of the per share offering
        price of Common Stock in the first such Registered Offering (“Public Offering
        Price”).  During
        the fifteen (15) day period following the date upon which the Registered
        Offering is declared effective and the Company has received the funds from
        such
        Registered Offering, each holder of Notes may, on one occasion only, demand
        full
        and complete payment in cash of the outstanding principal amount of all Notes
        held by such holder, together with all accrued interest thereon. Upon conversion
        of this Note, the holder shall receive additional five-year warrants to purchase
        2,000 shares of Common Stock for each $10,000 of principal amount so converted
        (“Conversion Warrants”). The Conversion Warrants may be exercised at any time at
        an exercise price equal to the lesser of: (i) $6.00 per share, or (ii) 120%
        of
        the Public Offering Price in the Registered Offering. The
        Company has agreed to file and to use its best efforts to have declared
        effective a registration statement with the U.S. Securities and Exchange
        Commission (“Commission”) to register for resale the Common
        Stock into which the Note may be converted and the Common Stock underlying
        the
        Conversion Warrants (“Conversion Securities”), in
        accordance with and subject to the terms and conditions of the registration
        rights discussed in Section 8 of the Subscription Agreement signed by the
        original holder of this Note and accepted by the Company in connection with
        the
        offering to which this Note relates. These registration rights shall inure
        to
        the benefit of the transferees of this Notes and the Conversion Shares.
The
        principal amount of this Note may be converted, in whole or in part (as limited
        herein), by the holder at any time until the Note is paid in full by the
        Company. The Company may not redeem the Note and will have no right to pre-pay
        the Note without the prior written consent of the holder.

       

      To
        convert a Note a holder must: (1) complete and sign the conversion notice
        appearing on the Note, (2) surrender the Note to the Conversion Agent, (3)
        furnish appropriate endorsements or transfer documents required by the Registrar
        or Conversion Agent, and (4) pay any transfer or similar tax if required.
        A
        holder may convert a portion of a Note if the portion is $1,000 or an integral
        multiple thereof.

       

      The
        conversion price may be adjusted by the Company, with notice to the Noteholders,
        for stock splits, stock dividends, reorganizations and reclassifications.
        No
        adjustment will be made for accrued interest on a converted Note or for
        dividends or distributions on common stock issued upon conversion of a
        Note.

       

      The
        Company shall reserve out of its authorized but unissued common stock or
        its
        common stock held in treasury enough shares of common stock to permit the
        conversion of the Notes. All shares of common stock which may be issued upon
        conversion of the Notes shall be fully paid and non-assessable. 

       

      The
        Notes
        will not entitle the Noteholders to vote on any matter voted on at a meeting
        of
        the Company’s shareholders.

       

      6.  Denominations,
        Transfer.
        The
        Notes are in registered form without coupons in denominations of $10,000
        or
        integral multiples thereof. A holder may transfer or exchange the Notes at
        the
        principal office of the Company. The Notes cannot be transferred by a holder
        unless the Notes are registered under the Securities Act or an exemption
        from
        registration is available. In order for a holder to transfer the Notes pursuant
        to an exemption, the request for transfer must be accompanied by evidence
        satisfactory to the Company that an exemption is available for the transfer,
        which may include an opinion of counsel or a no-action letter from the
        Commission. In addition, the Registrar may require a holder, among other
        things,
        to furnish appropriate endorsements and transfer documents and to pay any
        required taxes and fees.

       

      7.  Persons
        Deemed Owners.
        The
        registered holder of a Note may be treated as its owner for all
        purposes.

       

      
        
          
          

        

        
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      8.  Unclaimed
        Money.
        If
        money for the payment of principal or interest remains unclaimed for two
        years,
        the Paying Agent, if other than the Company, will pay the money back to the
        Company at its request. After that, holders entitled to the money must look
        to
        the Company for payment unless an abandoned property law designates another
        person.

       

      9.  Amendment,
        Supplement, Waiver.
        The
        Notes may be amended or supplemented, and any past default or compliance
        with
        any provision may be waived, with the consent of the holders of at least
        a
        majority in principal amount of the Notes. Without the consent of any holder,
        the Company may amend or supplement the Notes to cure any ambiguity, defect
        or
        inconsistency or to make any change that does not materially adversely affect
        the rights of any holder.

       

      Without
        the consent of each holder affected, an amendment, supplement or waiver may
        not:
        (1) reduce the amount of Notes whose holders must consent to an amendment,
        supplement or waiver, (2) reduce the rate of or extend the time for payment
        of
        interest on any Note, (3) reduce the principal of or extend the fixed maturity
        of any Note, (4) waive a default in the payment of the principal of or interest
        on any Note, (5) make any Note payable in money other than that stated in
        the
        Note, or (6) make any change that materially adversely affects the right
        to
        convert any Note.

       

      10.  Defaults
        and Remedies.
        An
“Event of Default” occurs if:

       

      (1)
        the
        Company defaults in the payment of interest on any Note when the same becomes
        due and payable and the default continues for a period of 15 days; 

       

      (2)
        the
        Company defaults in the payment of the principal of any Note when the same
        becomes due and payable at maturity, upon redemption or otherwise; 

       

      (3)
        the
        Company fails to comply with any of its other agreements in the Note and
        the
        default continues for the period and after the notice specified below;


       

      (4)
        the
        Company pursuant to or within the meaning of any Bankruptcy Law (a) commences
        a
        voluntary case, (b) consents to the entry of an order for relief against
        it in
        an involuntary case, (c) consents to the appointment of a Custodian of it
        or for
        all or substantially all of its property, or (d) makes a general assignment
        for
        the benefit of its creditors; or 

       

      (5)
        a
        court of competent jurisdiction enters an order or decree under any Bankruptcy
        Law that (a) is for relief against the Company in an involuntary case, (b)
        appoints a Custodian of the Company or for all or substantially all of its
        property, or (c) orders the liquidation of the Company, and the order or
        decree
        remains unstayed and in effect for 90 days.

       

      The
        term
“Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law
        for the relief of debtors. The term “Custodian” means any receiver, trustee,
        assignee, liquidator or similar official under any Bankruptcy Law.

       

      A
        default
        under clause (3) is not an Event of Default until the holders of at least
        25% in
        principal amount of the Notes notify the Company of the default and the Company
        does not cure the default within 45 days after receipt of the notice. The
        notice
        must specify the default, demand that it be remedied and state that the notice
        is a “Notice of Default.”

       

      If
        an
        Event of Default occurs and is continuing, the holders of at least 25% in
        principal amount of the Notes by notice to the Company may declare the principal
        of and accrued interest on all the Notes to be due and payable immediately.
        Upon
        a declaration such principal and interest shall be due and payable immediately.
        The holders of a majority in principal amount of the Notes by notice to the
        Company may rescind an acceleration and its consequences if all existing
        Events
        of Default have been cured or waived and if the rescission would not conflict
        with any judgment or decree.

       

      If
        an
        Event of Default occurs and is continuing, the Noteholders may pursue any
        available remedy by proceeding at law or in equity to collect the payment
        of
        principal or interest on the Notes or to enforce the performance of any
        provision of the Notes. 

       

      
        
          
          

        

        
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      A
        delay
        or omission by any holder in exercising any right or remedy accruing upon
        an
        Event of Default shall not impair the right or remedy or constitute a waiver
        of
        or acquiescence in the Event of Default. No remedy is exclusive of any other
        remedy. All available remedies are cumulative.

       

      The
        holders of a majority in principal amount of the Notes by notice to the Company
        may waive an existing Default and its consequences. When a Default is waived,
        it
        is cured and stops continuing.

       

      11.  Financial
        Statements.
        As long
        as the Notes are outstanding, the Company will furnish to holders, upon request:
        (i) quarterly unaudited financial statements (including balance sheets, income
        statements and cash flow statements) within 45 days following the end of
        each
        fiscal quarter of the Company, except for the last fiscal quarter of the
        Company
        in any fiscal year of the Company, and (ii) annual financial statements
        (including balance sheets, income statements, changes in financial position
        and
        related notes thereto) which have been audited by an independent auditor
        no
        later than 90 days after the end of each fiscal year of the Company,
        unless
        such financial statements are included in periodic reports under the Exchange
        Act, which are timely filed by the Company.
        The
        Company currently is not required to be a reporting company under the federal
        securities laws.

       

      12.  Legal
        Holidays.
        A
“Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which
        banking institutions in the U.S. are not required to be open. If a payment
        date
        is a Legal Holiday at a place of payment, payment may be made at that place
        on
        the next succeeding day that is not a Legal Holiday, and no interest shall
        accrue for the intervening period.

       

      13.  No
        Recourse Against Others.
        A
        director, officer, employee or shareholder, as such, of the Company shall
        not
        have any liability for any obligations of the Company under the Notes or
        for any
        claim based on, in respect of or by reason of, such obligations or their
        creation. Each holder by accepting a Note waives and releases all such
        liability. The waiver and release are part of the consideration for the issue
        of
        the Notes.

       

      14.  Abbreviations.
        Customary abbreviations may be used in the name of a holder or an assignee,
        such
        as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
        TEN
        (=joint tenants with right of survivorship and not as tenants in common),
        CUST
        (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

       

      15.  Consent
        to Jurisdiction; Forum Selection; Governing Law; Waiver of Jury
        Trial. 

       

      (i)      THE
        COMPANY AND THE HOLDER
        AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE
        SHALL
        BE TRIED AND LITIGATED EXCLUSIVELY IN THE FEDERAL COURTS LOCATED IN DENVER,
        COLORADO, U.S.A. THE AFOREMENTIONED CHOICE OF VENUE IS INTENDED BY THE COMPANY
        AND THE HOLDER TO BE MANDATORY AND NOT PERMISSIVE IN NATURE, THEREBY PRECLUDING
        THE POSSIBILITY OF LITIGATION BETWEEN THE COMPANY AND THE HOLDER WITH RESPECT
        TO
        OR ARISING OUT OF THIS NOTE IN ANY JURISDICTION OTHER THAN THOSE SPECIFIED
        IN
        THIS SECTION
        15.
        THE
        COMPANY AND THE HOLDER EACH WAIVE ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE
        OF FORUM NON-CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT
        TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION
        15,
        AND
        STIPULATES THAT THE FEDERAL COURTS LOCATED IN DENVER, COLORADO, U.S.A. SHALL
        HAVE IN PERSONAM JURISDICTION AND VENUE OVER EACH OF THEM FOR THE PURPOSE
        OF
        LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED
        TO
        THIS NOTE. THE COMPANY AND THE HOLDER EACH AUTHORIZE AND ACCEPT SERVICE OF
        PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS
        CONTEMPLATED BY THIS SECTION
        15
        BY
        REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID,
        TO ITS
        ADDRESS FOR THE GIVING OF NOTICES. ANY FINAL JUDGMENT RENDERED AGAINST THE
        COMPANY OR THE HOLDER IN ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS
        TO THE
        SUBJECT OF SUCH FINAL JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS
        IN ANY
        MANNER PROVIDED BY LAW. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE COMPANY
        AND THE HOLDER HEREUNDER SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY,
        INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF COLORADO, U.S.A.,
        WITHOUT
        REGARD TO ITS RULES OF CONFLICTS OF LAW.

       

      (ii)      THE
        COMPANY AND THE HOLDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
        IN
        ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
        UNDER
        OR IN CONNECTION WITH THIS NOTE OR ANY OF THE CONTEMPLATED TRANSACTIONS OR
        UNDER
        OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT
        DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH
        OR
        THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
        NOTE
        OR ANY TRANSACTION CONTEMPLATED BY THIS NOTE, AND AGREE THAT ANY SUCH ACTION
        SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS
        OF
        THIS SECTION
        15
        CONSTITUTE A MATERIAL INDUCEMENT FOR THE COMPANY ISSUING THIS NOTE.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Company has caused this Note to be duly executed under
        its
        corporate seal (if any).

       

      Dated:
        ________________

       

      
        	 	 	 
	 	AEROGROW
                INTERNATIONAL, INC.
	 
      
                [CORPORATE SEAL]	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  W.
                  Michael Bissonnette

                Its:
                  President
                  and CEO

              


      

       

      
        
          
          

        

        
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                ASSIGNMENT
                  FORM

              	
                CONVERSION
                  NOTICE

              
	
                To
                  assign this Note, fill in the form below:

              	
                To
                  convert this Note, check the box o.

              
	
                I
                  or we assign and transfer this Note to

                 

                
                  

                

                 

                
                  

                

                (Insert
                  assignee’s soc. sec. or tax ID no.)

                 

                
                  

                

                 

                
                  

                

                 

                
                  

                

                (Print
                  or type assignee’s name, address and zip code)

                 

                 

                and
                  irrevocably appoint _________________________ agent
                  to transfer this Note on the books of the Company. The agent may
                  substitute another to act for him.

                 

              	
                To
                  convert only part of this Note, state the principal amount to be
                  converted
                  (which must be $1,000 or an integral multiple of $1,000):

                 

                 

                If
                  you want the stock certificate made out in another person’s name fill in
                  the form below:

                 

                
                  

                

                 

                
                  

                

                (Insert
                  the other person’s soc. sec. tax ID no.)

                 

                
                  

                

                 

                
                  

                

                 

                
                  

                

                (Print
                  or type other person’s name, address and zip code)

                 

              


      

       

      
        
          
            	
                    Dated:
                      ____________________, 200_

                  	 	 
	  
                     

                  	
                    Signature:


                  	
                     

                    
                      

                       

                  
	
                    Signature
                      Guaranteed:

                  	 	 
	
                  	 	 
	
                    

                    Participant
                      in a Recognized Signature

                    Guarantee Medallion Program

                  	
                    Signature:

                  	
                     

                    
                      

                    

                    (Sign
                      exactly as your name(s) first appear(s)s on this
                      Note)   

                  


          

           

           

          
            	By: 	
                    

                    Authorized
                      Signatory

                  	 	 


          

        

         

      

      
        
          
          

        

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