EXHIBIT
        10.20

      


      


       

      July
        15,
        2005

      


      Randy
        Seffren

      Chief
        Marketing Officer

      AeroGrow
        International, Inc.

      900
        28th
        Street, #201

      Boulder,
        Colorado 80303

       

      We,
        at
        Patrice Tanaka & Company, Inc. ("PT&Co,"), are very much looking forward
        to providing public relations and communications services to AeroGrow
        International, Inc. ("you"). Since you have requested that we commence work
        on
        certain projects prior to the execution of our Formal Agreement, we are setting
        forth certain basic terms (mainly related to your payment obligations) to
        govern
        our interim relationship as follows:

      


      We
        will
        become your official public relations agency of record on July 1,
        2005.


      


      Our
        services to you will initially include mutually agreed upon short-term
        projects.

      


      The
        charges for services provided by PT&Co. are based on hourly rates of the
        various members of the professional team assigned to your account You will
        be
        invoiced for our services on a monthly basis and you agree to make payment
        of
        such invoices upon receipt. You agree that our charge for services of the
        type
        and scope previously discussed will average $15,000 per month from Aug 1,
        2005
        through the launch, with 75% payable in cash and 25% payable i n .AeroGrow
        stock. Mutually agreed upon changes or additions to your project will be
        budgeted separately, and time spent on any unforeseen crisis situations will
        be
        pre-approved and billed on an hourly basis at our current billing rates as
        set
        fort in the attached Schedule A.

      


      You
        understand that the public relations projects will entail, in addition to
        the
        fees provided for our services, out-of pocket expenses. Until our Formal
        Agreement is finalized, wherever possible you will contract directly with
        the
        outside vendors incidental to your projects and you will pay them directly.
        In
        all other cases, you agree to make prompt payment to us upon receipt of our
        invoices for: (a) pre-approved printing, mailing, artwork, photography, filming
        and other services and materials at their net casts plus an administrative
        fee
        of fifteen (15%) ; and (b) other out-of-pocket items such as postage,
        overnight delivery, travel, luncheons with editors, telephone calls, faxes,
        messengers and overnight courier services incidental to the performance of
        our
        services, which will be billed to you at their net costs with no administrative
        fee. We will provide to you copies of supplier invoices of the type described
        in
        subparagraph (a).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
        order
        that we might plan for the efficient use of our staff and that you might
        plan
        for your budgetary needs, each of us agrees to give to the other no less
        them
        sixty (60) days notice of intention to end our working relationship (except
        that
        we reserve the right to immediately cease performing services for you in
        the
        event that all fees and expenses provided for in this interim agreement have
        not
        been promptly paid). Notwithstanding any termination, you agree to pay for
        all
        our fees and expenses through the date of termination. Although it is our
        mutual
        intention to enter into a Formal Agreement as promptly as possible, this
        interim
        agreement will govern our relationship until such time.

      


      You
        represent that this interim agreement which, essentially, sets forth your
        obligation to pay for services provided to you and fees incurred on your
        behalf
        is binding on your company.

      


      You
        agree
        that any dispute relating to the interpretation or performance of this interim
        agreement which cannot be amicably resolved shall be resolved at the request
        of
        either party through binding arbitration conducted under the auspices of
        the
        American Arbitration Association in New York City pursuant
        to
        principles of New York law.

      


      Please
        indicate your agreement with all of the above by executing and returning
        both
        copies of this letter to the undersigned.

      


      


      Very
        truly yours,

       

      PATRICE
        TANAKA & COMPANY, INC.

       

      By: 
        __________________________________________

      Ellen
        LaNicca Albanese

      President
        & C o-Founder

       

      


      ACCEPTED
        AND AGREED TO THIS 

      15
        Day of
        June, 2005

      


      AeroGrow
        International, Inc.

      


      By: 
        _______________________________________

      Randy
        Seffren

      Vice
        President

      Chief
        Marketing Officer

      


      



      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      SCHEDULE A

       

      Patrice
        Tanaka & Company, Inc.

       

      Executive
        Billing Rates

       

      
        	
                Position

              	 	
                Rate

              	 
	
                CEO
                  and Creative Director

              	 	
                $

              	
                300

              	 
	 	 	 	 	 
	
                Branding
                  Director

              	 	
                $

              	
                300

              	 
	
                President

              	 	
                $

              	
                275

              	 
	
                Senior
                  Vice President

              	 	
                $

              	
                225

              	 
	
                Vice
                  President

              	 	
                $

              	
                200

              	 
	
                Senior
                  Counselor

              	 	
                $

              	
                180-$240

              	 
	
                Management
                  Supervisor

              	 	
                $

              	
                170

              	 
	
                Account
                  Supervisor

              	 	
                $

              	
                150

              	 
	
                Senior
                  Account Executive

              	 	
                $

              	
                135

              	 
	
                Account
                  Executive

              	 	
                $

              	
                120

              	 
	
                Assistant
                  Account Executive

              	 	
                $

              	
                100

              	 
	
                Account
                  Administrator

              	 	
                $

              	
                75

              	 


      

      
 

       

      
        
          
          

        

        -3-