EXHIBIT
        10.5

      


      STOCK
        OPTION AGREEMENT

      RELATING
        TO THE 

      AEROGROW
        INTERNATIONAL, INC.

      2005
        EQUITY COMPENSATION PLAN

       

      This
        Stock Option Agreement dated as of this ______ day of ______________ 2005
        ("Option Agreement") is between AeroGrow International, Inc., a Nevada
        corporation (the "Company"), and ______________________ (the
        "Optionee").

       

      RECITALS

       

      WHEREAS,
        the Company has adopted the AeroGrow International, Inc. 2005 Equity
        Compensation Plan (the "Plan") for the purpose of providing employees,
        consultants and directors of the Company with additional incentive to promote
        the success of the business, to increase their proprietary interest in the
        success of the Company, and to encourage them to remain in the employ of,
        or as
        a consultant or director to, the Company; and

       

      WHEREAS,
        the Company, acting through the Compensation Committee of its Board of Directors
        (the "Committee"), 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 [incentive stock options as defined in Section 422 of
        the
        Internal Revenue Code of 1986, as amended ("Code") OR non-qualified stock
        options as defined in the Plan] ("Options") 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") which
        the
        Committee has in good faith determined to be no less than 100% of the fair
        market value of the Common Stock as of the date of this Agreement.

       

      2.  Option
        Period.
        The
        Options herein granted may be exercised by Optionee in whole or in part on
        or
        after the dates on which the right to exercise the Option for such shares
        of
        Common Stock has vested ("Option Period"), in accordance with the following
        schedule, unless sooner terminated pursuant to the terms of this Option
        Agreement: [for
        example]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	 	 	
                  Number
                    of

                	 
	
                  Date

                	 	
                  Shares
                    Purchasable

                	 
	
                  __________,
                    2005

                	 	 	
                  _____________

                	 
	
                  __________,
                    2006

                	 	 	
                  _____________

                	 
	
                  __________,
                    2007

                	 	 	
                  _____________

                	 
	
                  __________,
                    2008

                	 	 	
                  _____________

                	 
	
                  __________,
                    2009

                	 	 	
                  _____________

                	 
	
                  __________,
                    2010

                	 	 	
                  _____________

                	 
	 	 	 	 	 


        

      

      Notwithstanding
        anything in this Agreement to the contrary, the Committee in its sole discretion
        may waive the foregoing schedule of vesting and, upon written notice to the
        Optionee, accelerate the earliest date on which any of the Options granted
        hereunder are exercisable. Notwithstanding any other provisions contained
        herein, the Options shall not be exercisable after the fifth anniversary
        of this
        Option Agreement.

       

      3.  Procedure
        for Exercise.
        The
        Options 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 Option 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 13. 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
        Option has been so exercised.

       

      4.  Termination
        of [Employment/Directorship/Consulting Arrangement.]
        If
        Optionee's [employment/directorship/consulting arrangement] with the Company
        is
        terminated during the Option Period for any reason, Options granted to him
        which
        are not exercisable on such date thereupon terminate. Subject to Sections
        5, 10
        and 16 below, any Options that are exercisable on the date of such termination
        which have not been exercised within [90 days of such termination [for ISOs]
        OR
        180 days of such termination [for NQs to employees] OR the fifth anniversary
        of
        this Option Agreement [for NQs to consultants]] 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 Options 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 Committee, 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 Committee, 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 Committee in its sole discretion and judgment. Such
        determination of the Committee shall be final and binding on the Company,
        the
        Optionee, and his heirs or representatives.

       

      
        
          
          

        

        
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      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 Options 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 Committee 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 Options theretofore
        granted, the Optionee shall be entitled to purchase, in lieu of the number
        of
        shares of Common Stock as to which Options 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 Options is then
        exercisable.

       

      9.  Changes
        in Capital Structure.
        The
        existence of outstanding Options 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 Options theretofore granted, and the
        Option Price and the prices at which portions of the Options may be exercisable
        on an accelerated basis as set forth in Section 2, shall be appropriately
        and
        equitably adjusted so as to maintain the proportionate number of shares without
        changing the aggregate Option Price.

       

      
        
          
          

        

        
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      10.  Change
        of Control.
        In the
        event that there is a proposed Change in Control (as defined in the Plan),
        the
        Options shall become immediately exercisable notwithstanding the provisions
        of
        Section 2. Optionee shall be given reasonable notice of such Change of Control
        Event and shall have a period of at least thirty (30) days thereafter to
        exercise the Options.

       

      11.  Compliance
        With Securities Laws.
        Upon
        the acquisition of any shares pursuant to the exercise of the Options 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.

       

      12.  Compliance
        With Laws.
        Notwithstanding any of the other provisions hereof, Optionee agrees that
        he or
        she will not exercise the Options granted hereby, and that the Company will
        not
        be obligated to issue any shares pursuant to this Option Agreement, if the
        exercise of the Options 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.

       

      13.  Withholding
        of Tax.
        To the
        extent that the exercise of the Options or the disposition of shares of Common
        Stock acquired by exercise of Options 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.

       

      14.  Resolution
        of Disputes.
        As a
        condition of the granting of the Options hereby, the Optionee and his heirs
        and
        successors agree that any dispute or disagreement which may arise hereunder
        shall be determined by the Committee in its sole discretion and judgment,
        and
        that any such determination and any interpretation by the Committee 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.

       

      15.  Legends
        on Certificate.
        The
        certificates representing the shares of Common Stock purchased by exercise
        of
        Options 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.

       

      
        
          
          

        

        
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      16.  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 Options shall terminate, (ii) the Company shall
        have
        the right to repurchase any or all shares of Common Stock received upon the
        exercise of Options 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 Options 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 Committee 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.

       

      17.  Notices.
        Every
        notice hereunder shall be in writing and shall be given by registered or
        certified mail. All notices of the exercise of any Options 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.

       

      18.  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.

       

      19.  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.

       

      20.  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 Committee 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.

       

      21.  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.

       

      22.  Governing
        Law.
        This
        Option Agreement shall be construed in accordance with the laws of the State
        of
        Colorado and the Code.

       


      
        
          
          

        

        
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      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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