EXHIBIT
        4.1

       

      

        AEROGROW
          INTERNATIONAL,
          INC.

        
          	
                  NUMBER

                	
                  SHARES

                


        

      

      INCORPORATED
        UNDER THE LAWS OF THE STATE
        OF
NEVADA

      AUTHORIZED:
        75,000,000 COMMON SHARES, $0.001 PAR VALUE

       

      
        	
                This
                  Certifies That

              	
                see
                  reverse for  

              
	 	
                certain
                  definitions

              
	 	 
	
                Is
                  The Owner Of

              	
                CUSIP
                  00768M103

              
	 	 


      

      FULLY
        PAID AND NON-ASSESSABLE COMMON SHARES, $0.001 PAR VALUE OF

       

      AEROGROW
        INTERNATIONAL, INC.

       

      transferable
        on the books of this Corporation in person or by attorney upon surrender
        of this
        Certificate duly endorsed or assigned. This Certificate and the shares
        represented hereby are subject to the laws of the State of Nevada, and to
        the
        Articles of Incorporation and Bylaws of the Corporation, as now or hereafter
        amended. This Certificate is not valid until countersigned by the Transfer
        Agent.

       

      In
        Witness Whereof,
        the
        Corporation has caused this Certificate to be signed by the facsimile signatures
        of its duly authorized officers and to be sealed with the facsimile seal
        of the
        Corporation.

      
        	 	 
	
                /s/
                  Michael Bissonnette, President

              	
                /s/
                  Jerry Gutterman, Secretary

              


      

       

      COUNTERSIGNED:

       

      CORPORATE
        STOCK TRANSFER, INC.

      3200
        Cherry Creek Drive South, Suite 430, Denver, CO 80209

      By:

      
        
          

        

      

      Transfer
        Agent and Registrar Authorized Officer

       

      [AEROGROW
        INTERNATIONAL, INC. NEVADA CORPORATE SEAL]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      AEROGROW
        INTERNATIONAL, INC.

       

      Corporate
        Stock Transfer, Inc.

      Transfer
        Fee: As Required

       

      
        

         

      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

       

      
        	TEN
                COM	
                --as
                  tenants in common

              


      

       

      
        	TEN
                ENT	
                --as
                  tenants by the entireties

              


      

       

      
        	JTT
                EN	
                --
                  as joint tenants with right of survivorship and not as tenants
                  in
                  common

              


      

       

      
        
          	UNIF
                  GIF TMIN ACT	
                  --_______________
                    Custodian for _______________

                


        

        
          	 	              
                  (Cust.)                                            
                  (Minor)


        

        
          	 	 


        

        
          	 	under
                  Uniform Gifts to Minors Act of
                  ____________________


        

        
          	 	                                                                                   
                  (State) 


        

      

                                                                                                                                             
        

      Additional
        abbreviations may also be used though not in the above
        list.

       

      
        
          	 	For value received ________________________
                  hereby sell, assign and transfer unto	 
	 	 	 
	 	PLEASE INSERT SOCIAL SECURITY OR
                  OTHER
                  IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 
	 	 	 
	 	Please print or type name and address
                  of
                  assignee	 
	 	 
	 
	 	 	 
	 	 
	 
	 	 	 
	 	 
	 
	 	 	 
	 	 
	 
	 	Shares of the Common Stock represented
                  by the
                  within Certificate and do hereby irrevocably constitute and
                  appoint	 
	 	 	 
	 	  
	 
	 	 	 
	 	 
	 
	 	 	 
	 	Attorney to transfer the said stock
                  on the
                  books of the within-named Corporation, with full power of substitution
                  in
                  the premises.	 
	 	 	 
	 	Dated ______________________
                  20__________	 


        

      

       

      SIGNATURE
        GUARANTEED:

      X

      
        
          

        

         

      

      X

      
        
          

        

      

       

      THE
        SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
        OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
        GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations
        and
        Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
        PROGRAM.