EXHIBIT
        10.3

      


      STOCK
        OPTION AGREEMENT

      RELATING
        TO THE 

      AEROGROW
        INTERNATIONAL, INC.

      2003
        STOCK OPTION PLAN

       

      This
        Stock Option Agreement (“Option Agreement”) dated effective as of the ______ day
        of ______________ 200_ ("Effective Date"), is between AeroGrow International,
        Inc., a Nevada corporation (the "Company"), and ______________________ (the
        "Optionee").

       

      RECITALS

       

      WHEREAS,
        the Company has adopted the AeroGrow International, Inc. 2003 Stock Option
        Plan,
        as amended (the "Plan"), for the purpose of providing officers, other key
        employees (including key employees who are directors), non-employee directors,
        and consultants of the Company with options to purchase shares of the Company’s
        common stock to attract and retain such individuals and motivate them to
        exercise their best efforts on behalf of the Company; and

       

      WHEREAS,
        the Company, acting its Board of Directors, has determined that its interests
        will be advanced by the issuance to Optionee of stock options under the
        Plan;

       

      NOW,
        THEREFORE, for and in consideration of the promises contained herein and
        the
        benefits to be derived herefrom, the parties agree as follows:

       

      1.  Option.
        Subject
        to the terms and conditions contained herein, the Company hereby irrevocably
        grants to Optionee non-qualified stock options as defined in the Plan (“NQSOs”)
        to purchase from the Company ______________ shares of the Company's common
        stock, $0.001 par value ("Common Stock"), at a price of $_____________ per
        share
        (the "Option Price"), as set forth in more detail in Exhibit
        A
        attached
        hereto. 

       

      2.  Option
        Period.
        The
        NQSOs herein granted may be exercised by Optionee in whole or in part at
        any
        time after the Effective Date, unless sooner terminated pursuant to the terms
        of
        this Option Agreement. The NQSOs shall not be exercisable after the fifth
        anniversary of this Option Agreement.

       

      3.  Procedure
        for Exercise.
        The
        NQSOs may be exercised by written notice by Optionee to the Secretary of
        the
        Company setting forth the number of shares of Common Stock with respect to
        which
        the NQSO is to be exercised accompanied by payment of the Option Price for
        the
        shares to be purchased, and specifying the address to which the certificate
        for
        such shares is to be mailed. Payment shall be by means of cash or personal
        check
        payable to the order of the Company, together with any applicable withholding
        taxes pursuant to Section 12. As promptly as practicable after receipt of
        such
        written notification and payment, the Company shall deliver to Optionee
        certificates for the number of shares of Common Stock with respect to which
        such
        NQSO has been so exercised.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.  Termination
        of [Employment/Directorship/Consulting Arrangement.]
        Subject to paragraph 5 below, any NQSOs that are exercisable on the date
        of
        termination of Optionee's [employment/directorship/consulting arrangement]
        with
        the Company which have not been exercised within ninety (90) days of such
        termination shall expire and be of no force or effect.

       

      5.  Retirement,
        Disability or Death.
        If
        Optionee's [employment/consulting arrangement/directorship] with the Company
        is
        terminated by his retirement, disability or death, all NQSOs hereunder
        exercisable at the date of such retirement, disability or death shall be
        thereafter exercisable by Optionee, his executor or administrator, or the
        person
        or persons to whom his rights under this Option Agreement shall pass by will
        or
        by the laws of descent and distribution, as the case may be, for a period
        of
        three (3) years from the date of Optionee's retirement, disability or death
        unless this Option Agreement should earlier terminate in accordance with
        its
        other terms. Optionee shall be deemed to be disabled if, in the option of
        a
        physician selected by the Board, he is incapable of performing services for
        the
        Company by reason of any medically determinable physical or mental impairment
        which can be expected to result in death or to be of long, continued and
        indefinite duration. Retirement means Optionee has: (1) reached age 65 and
        completed five (5) years of service with the Company; (2) with the consent
        of
        the Board, completed five (5) years of service with the Company prior to
        age 65
        but after reaching age 60; or (3) in such other circumstances as may be
        determined by the Board in its sole discretion and judgment. Such determination
        of the Board shall be final and binding on the Company, the Optionee, and
        his
        heirs or representatives.

       

      6.  Transferability.
        This
        Option Agreement shall not be transferable by Optionee otherwise than by
        Optionee's will or by the laws of descent and distribution. During the lifetime
        of Optionee, the NQSOs shall be exercisable only by Optionee. Any heir or
        legatee of Optionee shall take rights herein granted subject to the terms
        and
        conditions hereof. No such transfer of this Option Agreement to heirs or
        legatees of Optionee shall be effective to bind the Company unless the Company
        shall have been furnished with written notice thereof and a copy of such
        evidence as the Board may deem necessary to establish the validity of the
        transfer and the acceptance by the transferee or transferees of the terms
        and
        conditions hereof.

       

      7.  No
        Rights as Stockholder.
        Optionee shall have no rights as a stockholder with respect to any shares
        of
        Common Stock covered by this Option Agreement until the date of issuance
        of a
        certificate for shares of Common Stock purchased pursuant to this Option
        Agreement. Until such time, Optionee shall not be entitled to dividends or
        to
        vote at meetings of the stockholders of the Company. Except as provided in
        Section 9 hereof, no adjustment shall be made for dividends (ordinary or
        extraordinary, whether in cash or securities or other property) paid or
        distributions or other rights granted in respect of any share of Common Stock
        for which the record date for such payment, distribution or grant is prior
        to
        the date upon which the Optionee shall have been issued share certificates,
        as
        provided hereinabove.

       

      8.  Extraordinary
        Corporate Transactions.
        If the
        Company recapitalizes or otherwise changes its capital structure, or merges,
        consolidates, sells all of its assets or dissolves (each of the foregoing
        a
        "Fundamental Change"), then thereafter upon any exercise of NQSOs theretofore
        granted, the Optionee shall be entitled to purchase, in lieu of the number
        of
        shares of Common Stock as to which NQSOs shall then be exercisable, the number
        and class of shares of stock and securities to which the Optionee would have
        been entitled pursuant to the terms of the Fundamental Change if, immediately
        prior to such Fundamental Change, the Optionee had been the holder of record
        of
        the number of shares of Common Stock as to which such NQSOs is then
        exercisable.

       

      
        
          
          

        

        
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      9.  Changes
        in Capital Structure.
        The
        existence of outstanding NQSOs shall not affect in any way the right or power
        of
        the Company or its shareholders to make or authorize any or all adjustments,
        recapitalizations, reorganizations or other changes in the Company's capital
        structure or its business, or any merger or consolidation of the Company,
        or any
        issuance of Common Stock or subscription rights thereto, or any issuance
        of
        bonds, debentures, preferred or prior preference stock ahead of or affecting
        the
        Common Stock or the rights thereof, or the dissolution or liquidation of
        the
        Company, or any sale or transfer of all or any part of its assets or business,
        or any other corporate act or proceedings, whether of a similar character
        or
        otherwise. If the outstanding shares of Common Stock of the Company shall
        at any
        time be changed or exchanged by declaration of a stock dividend, stock split,
        combination of shares, or recapitalization, then the number and kind of shares
        subject to the Plan or subject to any NQSOs theretofore granted and the Option
        Price shall be appropriately and equitably adjusted so as to maintain the
        proportionate number of shares without changing the aggregate Option
        Price.

       

      10.  Compliance
        With Securities Laws.
        Upon
        the acquisition of any shares pursuant to the exercise of the NQSOs herein
        granted, Optionee (or any person acting under Section 6) will enter into
        such
        written representations, warranties and agreements as the Company may reasonably
        request in order to comply with applicable securities laws or with this Option
        Agreement.

       

      11.  Compliance
        With Laws.
        Notwithstanding any of the other provisions hereof, Optionee agrees that
        he or
        she will not exercise the NQSOs granted hereby, and that the Company will
        not be
        obligated to issue any shares pursuant to this Option Agreement, if the exercise
        of the NQSOs or the issuance of such shares of Common Stock would constitute
        a
        violation by the Optionee or by the Company of any provision of any law or
        regulation of any governmental authority.

       

      12.  Withholding
        of Tax.
        To the
        extent that the exercise of the NQSOs or the disposition of shares of Common
        Stock acquired by exercise of NQSOs results in compensation income to the
        Optionee for federal or state income tax purposes, the Optionee shall pay
        to the
        Company at the time of such exercise or disposition (or such other time as
        the
        law permits if the Optionee is subject to Section 16(b) of the Exchange Act)
        such amount of money as the Company may require to meet its obligation under
        applicable tax laws or regulations; and, if the Optionee fails to do so,
        the
        Company is authorized to withhold from any cash remuneration then or thereafter
        payable to the Optionee, any tax required to be withheld by reason of such
        resulting compensation income or Company may otherwise refuse to issue or
        transfer any shares otherwise required to be issued or transferred pursuant
        to
        the terms hereof.

       

      13.  Resolution
        of Disputes.
        As a
        condition of the granting of the NQSOs hereby, the Optionee and his heirs
        and
        successors agree that any dispute or disagreement which may arise hereunder
        shall be determined by the Board in its sole discretion and judgment, and
        that
        any such determination and any interpretation by the Board of the terms of
        this
        Option Agreement shall be final and shall be binding and conclusive, for
        all
        purposes, upon the Company, Optionee, his heirs and personal
        representatives.

       

      
        
          
          

        

        
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      14.  Legends
        on Certificate.
        The
        certificates representing the shares of Common Stock purchased by exercise
        of
        NQSOs will be stamped or otherwise imprinted with legends in such form as
        the
        Company or its counsel may require with respect to any applicable restrictions
        on sale or transfer and the stock transfer records of the Company will reflect
        stop-transfer instructions with respect to such shares.

       

      15.  Forfeiture.
        If
        [Optionee's employment or consulting arrangement is terminated For Cause
        OR
        Optionee is removed as a director For Cause] (as defined below), Optionee
        agrees
        that (i) all unexercised NQSOs shall terminate, (ii) the Company shall have
        the
        right to repurchase any or all shares of Common Stock received upon the exercise
        of NQSOs and which were then held by Optionee for an amount equal to the
        Option
        Price times the number of shares of Common Stock so repurchased and (iii)
        the
        Optionee shall pay to the Company the amount by which the proceeds from any
        sale
        of the Common Stock received upon exercise of NQSOs exceeded the Option Price
        of
        such Common Stock sold. "For Cause" shall mean (i) gross disregard of the
        Company's best interest, (ii) misappropriation or embezzlement of corporate
        funds or other property (iii) conviction of a felony involving moral turpitude
        or which in the opinion of the Board brings Optionee into disrepute or causes
        harm to the Company's business, customer relations, financial condition or
        prospects, or (iv) violation of any statutory or common law duty of loyalty
        to
        the Company.

       

      16.  Notices.
        Every
        notice hereunder shall be in writing and shall be given by registered or
        certified mail. All notices of the exercise of any NQSOs hereunder shall
        be
        directed to AeroGrow International, Inc., 900 28th Street, Suite 201, Boulder,
        Colorado 80303, Attention: Secretary. Any notice given by the Company to
        Optionee directed to him at his address on file with the Company shall be
        effective to bind him and any other person who shall acquire rights hereunder.
        The Company shall be under no obligation whatsoever to advise Optionee of
        the
        existence, maturity or termination of any of Optionee's rights hereunder
        and
        Optionee shall be deemed to have familiarized him or herself with all matters
        contained herein and in the Plan which may affect any of Optionee's rights
        or
        privileges hereunder.

       

      17.  Construction
        and Interpretation.
        Whenever the term "Optionee" is used herein under circumstances applicable
        to
        any other person or persons to whom this award, in accordance with the
        provisions of Section 6 hereof, may be transferred, the word "Optionee" shall
        be
        deemed to include such person or persons. References to the masculine gender
        herein also include the feminine gender for all purposes.

       

      18.  Option
        Agreement Subject to Plan.
        This
        Option Agreement is subject to the Plan. The terms and provisions of the
        Plan
        (including any subsequent amendments thereto) are hereby incorporated herein
        by
        reference thereto. In the event of a conflict between any term or provision
        contained herein and a term or provision of the Plan, the applicable terms
        and
        provisions of the Plan will govern and prevail. All definitions of words
        and
        terms contained in the Plan shall be applicable to this Option
        Agreement.

       

      
        
          
          

        

        
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      19.  Optionee's
        Relationship.
        Any
        questions as to whether and when there has been a termination of Optionee's
        employment, directorship or consulting arrangement, and the cause of such
        termination, shall be determined by the Board and its determination shall
        be
        final. Nothing contained herein shall be construed as conferring upon the
        Optionee the right to continue in the employ of the Company, nor shall anything
        contained herein be construed or interpreted to limit the "employment at
        will"
        relationship between the Optionee and the Company.

       

      20.  Binding
        Effect.
        This
        Option Agreement shall be binding upon and inure to the benefit of any
        successors to the Company and all persons lawfully claiming under
        Optionee.

       

      21.  Governing
        Law.
        This
        Option Agreement shall be construed in accordance with the laws of the State
        of
        Colorado and the Internal Revenue Code of 1986, as amended.

       

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

       

      
        
          
            	 	 	AEROGROW
                    INTERNATIONAL, INC.
	 	 	 	 
	 	 	
                    By:

                  	 

                    

                  
	
                  	 	
                    Name:

                  	 

                    

                  
	 	 	
                    Title:

                  	 

                    

                  
	 	 	 	 
	 	 	OPTIONEE	 
	 	 	 	 
	 	 	Signature:	 

                    

                  
	 	 	
                    Name:

                  	
                     

                    
                      

                       

                  


          

        

      

       

       

      
        
          
          

        

        
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      Exhibit
        A

       

       

       

       

       

       

       

      
        
          
          

        

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