EXHIBIT
        10.6

      


      RESTRICTED
        STOCK AWARD AGREEMENT

      RELATING
        TO THE

      AEROGROW
        INTERNATIONAL, INC.

      2005
        EQUITY COMPENSATION PLAN

       

      THIS
        RESTRICTED STOCK AWARD AGREEMENT, dated as of this ______ day of _____________
        2005 (the "Agreement"), is between AeroGrow International, Inc., a Nevada
        corporation (the "Company"), and __________________ ("Grantee").

       

      RECITALS

       

      WHEREAS,
        the Company has awarded Grantee certain shares of the authorized but unissued
        common stock, $0.001 par value, of the Company (the "Common Stock") pursuant
        to
        the terms of the AeroGrow International, Inc. 2005 Equity Compensation Plan
        (the
        "Plan"); and

       

      WHEREAS,
        the Plan contemplates a written document evidencing the award;

       

      NOW,
        THEREFORE, for and in consideration of the promises and the mutual covenants
        contained in this Agreement, the parties agree as follows:

       

      SECTION
        1

      AWARD
        OF SHARES

       

      1.1  Award.
        Pursuant to the terms of the Plan, Grantee is hereby awarded ________ shares
        ("Shares") of the Common Stock, effective ______________, 2005 ("Effective
        Date").

       

      1.2  Delivery
        of Certificates.
        Any
        certificates representing the Shares hereunder shall be held in escrow by
        the
        Secretary of the Company as provided in Section 4 hereof.

       

      1.3  Stockholder
        Right.
        Until
        such time as any or all of the Shares are forfeited pursuant to the terms
        of
        this Agreement, if ever, Grantee (or any successor in interest) shall have
        all
        the rights of a stockholder (including voting rights) with respect to the
        Shares, including Shares held in escrow under Section 4, subject, however,
        to
        the transfer restrictions of Section 2.

       

      SECTION
        2

      TRANSFER
        RESTRICTIONS

       

      2.1  Restriction
        on Transfer.
        Grantee
        shall not transfer, assign, encumber or otherwise dispose of any Unvested
        Shares
        (as defined below) at any time.

       

      2.2  Disposition
        of Shares.
        Grantee
        hereby agrees that Grantee shall make no disposition of the Vested Shares
        (as
        defined below) unless and until Grantee:

       

      a.     shall
        have notified the Company of the proposed disposition and provided a written
        summary of the terms and conditions of the proposed disposition;
        and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      b.     shall
        have complied with all requirements of this Agreement applicable to the
        disposition of the Shares.

       

      The
        Company shall not be required (i) to transfer on its books any Shares which
        have
        been sold or transferred in violation of the provisions of this Section 2,
        nor
        (ii) to treat as the owner of the Shares, or otherwise to accord voting or
        dividend rights to, any transferee to whom the Shares have been transferred
        in
        contravention of this Agreement. Grantee agrees to pay the Company's reasonable
        expenses incurred in connection with any disposition of the Shares.

       

      2.3  Restrictive
        Legends.
        In
        order to reflect the restrictions on disposition of the Shares, the stock
        certificates for the Shares will be endorsed with the following restrictive
        legend:

       

      THE
        SECURITIES REPRESENTED HEREBY ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY
        IN
        COMPLIANCE WITH, THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED AS
        OF
        ____________, 2005, BETWEEN THE COMPANY AND THE HOLDER OF THESE
        SECURITIES.

       

      SECTION
        3

      FORFEITURE
        OF UNVESTED SHARES

       

      3.1  Forfeiture.
        Upon
        termination of Grantee's employment or consulting arrangement with the Company,
        for any reason, all or any portion of Grantee's Shares in which Grantee has
        not
        acquired a vested interest in accordance with Section 3.2 (such shares to
        be
        hereinafter called the "Unvested Shares") will be forfeited and Grantee shall
        have no further rights with respect to such Unvested Shares.

       

      3.2  Vesting.
        Unvested Shares shall cease to be Unvested Shares and shall cease to be subject
        to forfeiture, and Grantee shall thereupon acquire a vested interest therein
        (such shares to be hereinafter called the "Vested Shares") on a pro rata
        basis
        each month based on the actual number of hours worked from the Effective
        Date
        through ______________, 200__.

       

      3.3  Additional
        Shares or Substituted Securities.
        In the
        event of any stock dividend, stock split, recapitalization or other change
        affecting the Company's outstanding Common Stock as a class effected without
        receipt of consideration, then any new, substituted, or additional securities
        or
        other property (including money paid other than as a regular cash dividend)
        which is by reason of any such transaction distributed with respect to the
        Shares (the “Distributed Property”) shall be immediately subject to forfeiture
        as provided in this Section 3, but only to the extent the Shares are at the
        time
        subject to forfeiture. Appropriate adjustments to reflect the distribution
        of
        such Distributed Property shall be made to the number of Shares
        hereunder.

       

      SECTION
        4

      ESCROW
        FOR UNVESTED SHARES

       

      4.1  Deposit.
        Upon
        issuance, the certificates for the Unvested Shares shall be deposited in
        escrow
        with the Company to be held in accordance with the provisions of this Section
        4.
        The deposited certificates, together with any other assets or securities
        from
        time to time deposited with the Company pursuant to the requirements of this
        Agreement, shall remain in escrow until such time or times as the certificates
        (or other assets and securities) are to be released or otherwise surrendered
        for
        cancellation in accordance with subsection 4.3.

       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

       

      4.2  Recapitalization.
        Any
        cash dividends on the Shares (or other securities at the time held in escrow)
        shall be paid directly to Grantee and shall not be held in escrow. However,
        any
        Distributed Property shall be immediately delivered to the Company to be
        held in
        escrow under this Section 4, but only to the extent the Shares are at the
        time
        subject to the escrow requirements of subsection 4.1.

       

      4.3  Release/Surrender.
        The
        Shares, together with the Distributed Property and any other assets or
        securities held in escrow hereunder, shall be subject to the following terms
        and
        conditions relating to their release from escrow or their surrender to the
        Company for repurchase and cancellation:

       

      (i)     Should
        Grantee's Unvested Shares be forfeited as provided in subsection 3.1 hereof,
        then the escrowed certificates for such Unvested Shares (together with any
        other
        assets or securities issued with respect thereto) shall be delivered to the
        Company for cancellation, and Grantee shall cease to have any further rights
        or
        claims with respect to such Unvested Shares (or other assets or
        securities).

       

      (ii)     As
        the
        interest of Grantee in Shares (or any other assets or securities issued with
        respect thereto) vests in accordance with the provisions of Schedule I, the
        certificates for such Vested Shares (as well as all other vested assets and
        securities) shall be released promptly from escrow and delivered to
        Grantee.

       

      SECTION
        5

      SPECIAL
        TAX ELECTION

       

      5.1  Section
        83(b) Election.
        Grantee
        understands that under Section 83 of the Internal Revenue Code of 1986, as
        amended (the "Code"), the fair market value of the Shares on the date any
        forfeiture restrictions applicable to such Shares lapse will be reportable
        as
        ordinary income to Grantee in the tax year in which such restrictions lapse.
        For
        this purpose, the term "forfeiture restrictions" includes the automatic
        forfeiture of Unvested Shares as provided in subsection 3.1 hereof. Grantee
        understands, however, that he may elect to be taxed at the time the Shares
        are
        acquired hereunder, rather than when and as such Shares cease to be subject
        to
        such forfeiture restrictions, by filing an irrevocable election under Section
        83(b) of the Code with the Internal Revenue Service within thirty (30) days
        after the date of this Agreement. If this irrevocable election is made, Grantee
        will be taxed on the fair market value of the Shares as of the date of this
        Agreement (determined without taking into account any forfeiture restrictions).
        The form for making this irrevocable election is attached as Exhibit
        A
        hereto.
        In the event that Grantee makes this irrevocable election, and Grantee's
        Unvested Shares are forfeited pursuant to subsection 3.1 hereof, Grantee
        will
        not be entitled to deduct the income, if any, previously recognized as income
        with respect to those shares as a result of the election. Grantee understands
        that failure to make this filing within the thirty (30) day period will result
        in the recognition of ordinary income by Grantee as the forfeiture restrictions
        lapse. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND
        NOT
        THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE
        REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON SUCH
        GRANTEE'S BEHALF.

       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      This
        summary is necessarily incomplete, and the tax laws and regulations are subject
        to change. Grantee should consult a tax advisor before making an election
        under
        Section 83(b) of the Code.

       

      SECTION
        6

      GENERAL
        PROVISIONS

       

      6.1  No
        Employment or Service Contract.
        Nothing
        in this Agreement shall confer upon Grantee any right to employment with
        the
        Company.

       

      6.2  Notices.
        All
        notices, requests, demands, and other communications under this Agreement
        shall
        be in writing and shall be deemed to have been duly given on the date of
        service
        if served personally on the party to whom notice is to be given, on the date
        of
        transmittal of service via telecopy to the party to whom notice is to be
        given
        (with a confirming copy being delivered within 24 hours thereafter), or on
        the
        third day after mailing if mailed to the party to whom notice is to be given,
        by
        first class mail, registered or certified, postage prepaid, or via overnight
        courier providing a receipt and properly addressed. Notices to the Company
        shall
        be addressed to AeroGrow International, Inc., 900 28th Street, Suite 201,
        Boulder, Colorado 80303, Attention: Secretary. Notices to Grantee shall be
        sent
        to the latest address of Grantee shown on the records of the Company. Any
        party
        may change its address for purposes of this section by giving notice of the
        new
        address to each of the other parties in the manner set forth above.

       

      6.3  No
        Waiver.
        No
        waiver of any breach or condition of this Agreement shall be deemed to be
        a
        waiver of any other or subsequent breach or condition, whether of like or
        different nature.

       

      6.4  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Colorado for all purposes and in all respects, without giving effect
        to
        the conflict of law provisions thereof.

       

      6.5  Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original and enforceable against the parties actually executing
        such counterparts, but all of which together shall constitute one and the
        same
        instrument.

       

      6.6  Successors
        and Assigns.
        The
        provisions of this Agreement shall inure to the benefit of, and be binding
        upon,
        the Company and its successors and assigns and Grantee and Grantee's legal
        representatives, heirs, legatees, distributees, assigns and transferees by
        operation of law, whether or not any such person shall have become a party
        to
        this Agreement and have agreed in writing to join herein and be bound by
        the
        terms and conditions hereof.

       

      6.7  Integration;
        Amendment.
        This
        Agreement, the Plan and the other documents delivered pursuant hereto constitute
        the full and entire understanding and agreement among the parties with regard
        to
        the subjects hereof and thereof, and supersede any previous agreement or
        understanding between or among the parties with respect to such subjects.
        No
        party shall be liable or bound to any other party in any manner by any
        warranties, representations or covenants except as specifically set forth
        herein
        or therein. Except as expressly provided herein neither this Agreement nor
        any
        term hereof may be amended, waived, discharged or terminated other than by
        a
        written instrument signed by the party against whom enforcement of any such
        amendment, waiver, discharge or termination is sought.

       

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

      6.8  Severability.
        In the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without said provision; provided
        that no
        such severability shall be effective if it materially changes the economic
        benefit of this Agreement to any party.

       

      6.9  Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not considered in construing or interpreting this Agreement.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the day and
        year
        first indicated above.

       

      
        
          
            	 	 	AEROGROW
                    INTERNATIONAL, INC.
	 	 	 	 
	 	 	
                    By:

                  	 

                    

                  
	
                  	 	
                    Name:

                  	 

                    

                  
	 	 	
                    Title:

                  	 

                    

                  
	 	 	 	 
	 	 	GRANTEE:	 
	 	 	 	 
	 	 	Signature:	 

                    

                  
	 	 	
                    Name:

                  	
                     

                    
                      

                       

                  


          

        




      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        A

      


      SECTION
        83(B) TAX ELECTION

      


      This
        statement is being made under Section 83(b) of the Internal Revenue Code,
        pursuant to Treas. Reg. Section 1.83-2.

      


      (1)     The
        taxpayer who performed the services is:

      


      Name:

      


      Address:

      


      Taxpayer
        Social Security No.:

      


      Taxable
        Year: Calendar Year ________

      


      (2)     The
        property
        with respect to which the election is being made is _______ shares of the
        common
        stock, par value $0.00l per share, of AeroGrow International, Inc. (the
        "Unvested Shares").

      


      (3)     The
        Unvested Shares were granted on ________, 2005.

      


      (4)     The
        Unvested Shares are subject to forfeiture if for any reason taxpayer's services
        with the issuer are terminated. The forfeiture restriction lapses in a series
        of
        installments.

      


      (5)     The
        fair
        market value at the time of transfer (determined without regard to any
        restriction other than a restriction which by its terms will never lapse)
        is
        $_____ per share.

      


      (6)     The
        amount paid for such Unvested Shares is $0.00 per share.

      


      (7)     A
        copy of
        this statement was furnished to AeroGrow International, Inc. for whom taxpayer
        rendered the services underlying the transfer of the Unvested
        Shares.

      


      (8)     This
        statement is executed as of __________, 2005.

      


      


      Spouse
        (if any):        
        ______________________________

       

      Taxpayer:                  
        _______________________________