EXHIBIT
        10.10

      


      THIS
        FORM HAS IMPORTANT LEGAL CONSEQUENCES AND

      THE
        ENTITIES SHOULD CONSULT LEGAL COUNSEL BEFORE SIGNING

       

      BUSINESS
        LEASE

       

      This
        lease, dated December 8, 2004, is between DMN Partnership by Investors
        Independent Trust Company, Agent, as Landlord, and Aerogrow International,
        as
        Tenant.

       

      In
        consideration of the payment of the rent and the performance of the covenants
        and agreements by the Tenant set forth herein, the Landlord does hereby lease
        to
        the Tenant the following described premises situate in Boulder County, in
        the
        State of Colorado; the address of which is 2885 E. Aurora Avenue #13, Boulder,
        CO 80303.

       

      Said
        premises, with all the appurtenances, are leased to the Tenant from the date
        of
        January 1, 2005, until the date of December 30, 2005 at and for a rental
        for the
        full term of $12,000 payable in monthly installments of $1,000, in advance,
        on
        the 1st day of each calendar month during the term of this lease, payable
        at DMN
        Partnership c/o Investors Independent Trust Co., 507 Canyon Blvd., Boulder,
        CO,
        80302 Attn: Mike Lammers, without notice.

       

      THE
        TENANT, IN CONSIDERATION OF THE LEASING OF THE PREMISES AGREES AS
        FOLLOWS:

       

      1.  The
        Tenant shall pay the rent for the premises above-described.

       

      2.  The
        Tenant shall, at the expiration of this lease, surrender the premises in
        as good
        a condition as when the Tenant entered the premises, ordinary wear and tear
        excepted. The Tenant shall keep all sidewalks on and around the premises
        free
        and clear of ice and snow; keep the entire exterior premises free from all
        litter, dirt, debris and obstructions; and keep the premises in a clean and
        sanitary condition as required by the ordinances of the city and county in
        which
        the property is situate.

       

      3.  The
        Tenant shall not sublet any part of the premises, nor assign the lease, or
        any
        interest therein, without the written consent of the Landlord.

       

      4.  The
        Tenant shall use the premises only as operation of Aerogrow International
        which
        may include testing and research and shall not use the premises for any purposes
        prohibited by the laws of the United States or the State of Colorado, or
        of the
        ordinances of the city or town in which said premises are located, and shall
        neither permit nor suffer any disorderly conduct, noise or nuisance having
        a
        tendency to annoy or disturb any persons occupying adjacent
        premises.

       

      5.  The
        Tenant shall neither hold, nor attempt to hold, the Landlord, its agents,
        contractors and employees, liable for any injury, damage, claims or loss
        to
        person or property occasioned by any accident, condition or casualty to,
        upon,
        or about the premises, including, but not limited to, defective wiring, the
        breaking or stopping of the plumbing or sewage upon the premises, unless
        such
        accident, condition or casualty is directly caused by intentional or reckless
        acts or omission of the Landlord. Notwithstanding any duty the Landlord may
        have
        hereunder to repair or maintain the premises, in the event that the improvements
        upon the premises are damaged by the negligent, reckless or intentional act
        or
        omission of the Tenant or any employees, agents, invitees, licensees or
        contractors, the Tenant shall bear the full cost of such repair or replacement.
        The Tenant shall hold Landlord, Landlord's agents and their respective
        successors and assigns, harmless and indemnified from all injury, loss, claims
        or damage to any person or property while on the demised premises or any
        other
        part of Landlord's property, or arising in any way out of Tenant's business,
        which is occasioned by an act or omission of Tenant, its employees, agents,
        invitees, licensees or contractors. The Landlord is not responsible for any
        damage or destruction to the Tenant's personal property.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.  The
        Tenant shall neither permit nor suffer said premises, or the walls or floors
        thereof, to be endangered by overloading, nor said premises to be used for
        any
        purpose which would render the insurance thereon void or the insurance risk
        more
        hazardous, nor make any alterations in or changes in, upon, or about said
        premises without first obtaining the written consent of the
        Landlord.

       

      7.  The
        Tenant shall obtain and keep in full force, at Tenant's expense, fire and
        liability insurance as may be reasonably required by the Landlord. Tenant
        shall
        provide copies of such insurance policies upon the Landlord's
        request.

       

      8.  The
        Tenant shall permit the Landlord to place a "For Rent" sign upon the leased
        premises at any time after sixty (60) days before the end of this
        lease.

       

      9.  The
        Tenant shall allow the Landlord to enter upon the premises at any reasonable
        hour.

       

      IT
        IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS
        FOLLOWS:

       

      10.  The
        Tenant shall be responsible for paying the following: x Electric  x Gas  o Water  o 
Sewer  x Phone  o Refuse
        Disposal  x Janitorial
        Services

      o
        Other
        __________________________________________________________________________________________

       

      The
x Landlord
        o Tenant
        agrees to keep all the improvements upon the premises, including but not
        limited
        to, structural components, interior and exterior walls, floors, ceiling,
        roofs,
        sewer connections, plumbing, wiring and glass in good maintenance and repair
        at
        their expense. In the event the Landlord is responsible for repair of the
        premises, the Tenant shall be obliged to notify the Landlord of any condition
        upon the premises requiring repair and the Landlord shall be provided a
        reasonable time to accomplish said repair.

       

      11.  No
        assent, express or implied, to any breach or default of any one or more of
        the
        agreements hereof shall be deemed or taken to be a waiver of any succeeding
        or
        other breach or default.

       

      12.  If,
        after
        the expiration of this lease, the Tenant shall remain in possession of the
        promises and continue to pay rent without a written agreement as to such
        possession, then such tenancy shall be regarded as a month-to-month tenancy,
        at
        a monthly rental, payable in advance, equivalent to the last month's rent
        paid
        under this lease, and subject to all the terms and conditions of this
        lease.

       

      13.  If
        the
        premises are left vacant and any part of the rent reserved hereunder is not
        paid, then the Landlord may, without being obligated to do so, and without
        terminating this lease, retake possession of the said premises and rent the
        same
        for such rent, and upon such conditions as the Landlord may think best, making
        such changes and repairs as may be required, giving credit for the amount
        of
        rent so received less all expenses of such changes and repairs, and the Tenant
        shall be liable for the balance of the rent herein reserved until the expiration
        of the term of this lease.

       

      
        
          
          

        

        
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      14.  The
        Landlord acknowledges receipt of a deposit in the amount of $3,500 to be
        held by
        the Landlord for the faithful performance of all of the terms, conditions
        and
        covenants of this lease. The Landlord may apply the deposit to cure any default
        under the terms of this lease and shall account to the Tenant for the balance.
        The Tenant may not apply the deposit hereunder to the payment of the rent
        reserved hereunder or the performance of other obligations.

       

      15.  If
        the
        Tenant shall be in arrears in payment of any installment of rent, or any
        portion
        thereof, or in default of any other covenants or agreements set forth in
        this
        lease, and the default remains uncorrected for a period of three (3) days
        after
        the Landlord has given written notice thereof pursuant to applicable law,
        then
        the Landlord may, at the Landlord's option, undertake any of the following
        remedies without limitation: (a) declare the term of the lease ended; (b)
        terminate the Tenant's right to possession of the premises and reenter and
        repossess the premises pursuant to applicable provisions of the Colorado
        Forcible Entry and Detainer Statute; (c) recover all present and future damages,
        costs and other relief to which the Landlord is entitled; (d) pursue breach
        of
        contract remedies; and/or (e) pursue any all available remedies in law or
        equity. In the event possession is terminated by a reason of default prior
        to
        expiration of the term, the Tenant shall be responsible for the rent occurring
        for the remainder of the term, subject to the Landlord's duty to mitigate
        such
        damages. Pursuant to applicable law [13-40-104(d.5), (e.5) and 13-40-107.5.
        C.R.S.] which is incorporated by this reference, in the event repeated or
        substantial default(s) under the lease occur, the Landlord may terminate
        the
        Tenant's possession upon a written Notice to Quit, without a right to cure.
        Upon
        such termination, the Landlord shall have available any and all of the
        above-listed remedies.

       

      16.  If
        the
        property or the premises shall be destroyed in whole or in part by fire,
        the
        elements, or other casualty and if, in the sole opinion of the Landlord,
        they
        cannot be repaired within ninety (90) days from said injury and the Landlord
        informs the Tenant of said decision; or if the premises are damaged in any
        degree and the Landlord informs the Tenant it does not desire to repair same
        and
        desires to terminate this lease; then this lease shall terminate on the date
        of
        such injury. In the event of such termination, the Tenant shall immediately
        surrender the possession of the premises and all rights therein to the Landlord;
        shall be granted a license to enter the premises at reasonable times to remove
        the Tenant's property; and shall not be liable for rent accruing subsequent
        to
        said event. The Landlord shall have the right to immediately enter and take
        possession of the premises and shall not be liable for any loss, damage or
        injury to the property or person of the Tenant or occupancy of, in or upon
        the
        premises.

       

      If
        the
        Landlord repairs the premises within ninety (90) days, this lease shall continue
        in full force and effect and the Tenant shall not be required to pay rent
        for
        any portion of said ninety (90) days during which the premises are wholly
        unfit
        for occupancy.

       

      17.  In
        the
        event any dispute arises concerning the terms of this lease or the non-payment
        of any sums under this lease, and the matter is turned over to an attorney,
        the
        party prevailing in such dispute shall be entitled, in addition to other
        damages
        or costs, to receive reasonable attorneys' fees from the other
        party.

       

      
        
          
          

        

        
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      18.  In
        the
        event any payment required hereunder is not made within ten (10) days after
        the
        payment is due, a late charge in the amount of 10% of the payment will be
        paid
        by the Tenant.

       

      19.  In
        the
        event of a condemnation or other taking by any governmental agency, all proceeds
        shall be paid to the Landlord hereunder, the Tenant waiving all right to
        any
        such payments.

       

      20.  This
        lease is made with the express understanding and agreement that in the event
        the
        Tenant becomes insolvent, the Landlord may declare this lease ended, and
        all
        rights of the Tenant hereunder shall terminate and cease.

       

      21.  The
        Tenant and the Landlord further agree:

      * Rental
        starts January 1, 2005

      * Landlord
        to pay taxes and insurance

      * DMN
        reserves the right to show unit within 24 hour notice

      * DMN
        can
        give 60 day notification to vacate in case of sale

      * Aerogrow
        shall have 2 weeks free rent (Dec 15 - Dec 31)

      * Initial
        payment is 1st and last 2 months plus $500.00 security fee total of
        $3,500

       

      This
        lease shall be subordinate to all existing and future security interests
        on the
        premises. All notices shall be in writing and be personally delivered or
        sent by
        first class mail, unless otherwise provided by law, to the respective parties.
        If any term or provision of this lease shall be invalid or unenforceable,
        the
        remainder of this lease shall not be affected thereby and shall be valid
        and
        enforceable to the full extent permitted by law. This lease shall only be
        modified by amendment signed by both parties. This lease shall be binding
        on the
        parties, their personal representatives, successors and assigns. When used
        herein, the singular shall include the plural.

       

       

      
        	
              	 	 /s/
                Frederic Wiedemann, 	VP  Date:
                12-08-04
	 	 	 	
                 

              
	 	 	IITC as Agent for Ken Dubach	 
	 	 	 	 
	 	 	/s/
                Michael Lammers  	Date:
                12-08-04
	 	 	 	 
	 	 	GUARANTEE	 


      

       

      For
        value
        received, I guarantee the payment of the rent and the performance of the
        covenants and agreements by the Tenant in the within lease.

       

      
        	  
	 	  
	   

	 	 	Signature	
                Date

              
	 	 	 	 


      

      ASSIGNMENT
        AND ACCEPTANCE

       

      For
        value
        received ______________________________________,
        assignor, assigns all right, title and interest in and to the within lease
        to
        _________________________________________,
        assignee, the heirs, successors and assigns of the assignee, with the express
        understanding and agreement that the assignor shall remain liable for the
        full
        payment of the rent reserved and the performance of all the covenants and
        agreements made in the lease by the Tenant. The assignor will pay the rent
        and
        fully perform the covenants and agreements in case the assignee fails to
        do so.
        In consideration of this assignment, the assignee assumes and agrees to make
        all
        the payments and perform all the covenants and agreements contained in the
        lease
        and agreed to by the Tenant.

       

      
        
          
          

        

        
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	Assignor	
                Date

              	 	Assignee	
                Date

              
	 	 	 	 	 


      

      CONSENT
        OF ASSIGNMENT

       

      Consent
        to the assignment of the within lease to ______________________________________
        is
        hereby
        given, on the express condition, however, that the assignor shall remain
        liable
        for the prompt payment of the rent and performance of the covenants on the
        part
        of the Tenant as herein mentioned, and that no further assignment of said
        lease
        or sub-letting of the premises, or any part thereof, shall be made without
        further written agreement.

       

      
        
          	   
                      	 	   
                      
	Signature	
                  Date

                	 	Signature	
                  Date

                
	 	 	 	 	 


        

        LANDLORD'S
          ASSIGNMENT

      

       

      In
        consideration of One Dollar, in hand paid, I hereby assign to
        _____________________________________ my
        interest in the within lease, and the rent therein reserved.

      
         

        
          	   
                      	 	   
                      
	 	
                   

                	 	Landlord	
                  Date

                
	 	 	 	 	 


        

         

         

        
          
            
            

          

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