EXHIBIT
        10.24

      


      AEROGROW
        INTERNATIONAL, INC.

      


      __,
        2005

      


      


      Keating
        Securities LLC

      5251
        DTC
        Parkway, Suite 1090

      Greenwood
        Village, Colorado 80111-2739

      


      Dear
        Sirs:

       

      The
        undersigned is a holder of certain warrants sold in connection with a Rule
        147
        Colorado Registered Offering (“Warrants”) which provide for the purchase of
        common stock (“Common Stock”) of AeroGrow International, Inc., a Nevada
        corporation (the “Company”). The undersigned understands that the Company
        intends to conduct a public offering (the “Public Offering”) of shares of common
        stock and common stock purchase warrants, in an offering through Keating
        Securities, LLC and one or more other underwriters (collectively the
“Underwriter”), pursuant to a registration statement to be filed with the
        Securities and Exchange Commission (the “SEC”) (such registration statement, as
        may be amended, is referred to herein as the “Registration Statement”). The
        undersigned recognizes the benefits that the Company will derive from the
        Public
        Offering. As an inducement, and for and in consideration of the Underwriter’s
        willingness to conduct the Public Offering, the undersigned hereby agrees
        as
        follows:

       

      (i)  During
        the period commencing on the date hereof and ending on the date which is
        12
        months from the date of the closing of the Public Offering (such period herein
        referred to as the “Lock-Up Period”), the undersigned will not, directly or
        indirectly, through an “affiliate” or “associate” (as such terms are defined in
        the General Rules and Regulations under the Securities Act of 1933, as amended
        (the “Securities Act”)), a family member or otherwise, offer, sell, pledge,
        hypothecate, grant an option for sale or otherwise dispose of, or transfer
        or
        grant any rights with respect thereto in any manner (either privately or
        publicly pursuant to Rule 144 of the General Rules and Regulations under
        the
        Securities Act, or otherwise) any of the Warrants or the shares of Common
        Stock
        underlying the Warrants directly or indirectly owned or controlled by the
        undersigned on the date hereof or hereafter acquired by the undersigned pursuant
        to a stock split, stock dividend, recapitalization or similar transaction
        (together the Warrants, underlying shares of Common Stock and any other related
        securities, the “Securities”), or enter into any swap or any other agreement or
        any transaction that transfers, in whole or in part, directly or indirectly,
        the
        economic consequence of ownership of the Securities, whether any such swap
        or
        transaction is to be settled by delivery of the Securities, in cash or
        otherwise, during the Lock-Up Period, without the Underwriter’s prior written
        consent; provided, however, that the Securities of the Company may be sold
        or
        otherwise transferred in a private transaction during the Lock-Up Period
        so long
        as the acquirer of the Securities, by written agreement with the Underwriter
        entered into at the time of acquisition and delivered to the Underwriter
        prior
        to the consummation of such acquisition, agrees to be bound by the restrictions
        set forth in this Agreement. For purposes of clarification of the Securities
        subject to this lock-up agreement, Securities do not include any securities
        of
        the Company, including common stock, purchased by the undersigned in an open
        market transaction.

       

      (ii)  The
        undersigned agrees to enter into any agreement required by any state securities
        authority or any regulatory or other authority (including the American Stock
        Exchange or other national stock exchange on which the securities of the
        Company
        may be listed or subject to an application for listing) as a condition to
        registration of the Public Offering in such state or to listing on an exchange,
        if requested by the Underwriter.

       

      This
        Agreement shall terminate in the event (a) the Public Offering does not close
        on
        or before June 30, 2006.

       

      The
        undersigned hereby agrees to the placement of a legend on the certificates
        representing the Securities to indicate the restrictions on resale of the
        Securities imposed by this agreement and/or the entry of stop transfer orders
        with the transfer agent and the registrar of the Company's securities against
        the transfer of the Securities except in compliance with this
        agreement.

       

      Very
        truly yours,

       

       

      
        
          

        

      

      (Signature)

       

       

      
        
          

        

      

      (Print
        Name)