EXHIBIT
        10.18

       

      FORM
        OF NON-DISCLOSURE AGREEMENT

       

      ____________________
        (Company Name), with its principal offices located at _____________
        _____________________________________ (Company Address) (herein after called
        "ABC"), is interested in entering into a business relationship (a "Possible
        Transaction")
        with
        AeroGrow International, Inc., a Nevada corporation, with its headquarters
        located at 900 28th Street, Suite 201, Boulder, CO 80303 (herein after called
        "AeroGrow"). In order to discuss and evaluate the Possible Transaction, (a)
        ABC
        has requested that disclose AeroGrow disclose to ABC certain confidential
        and
        proprietary data and other information of substantial value to AeroGrow,
        and (b)
        AeroGrow has requested that ABC disclose to AeroGrow certain confidential
        and
        proprietary data and other information of substantial value to ABC. This
        information may be in both oral and written form. Each of ABC and AeroGrow
        acknowledges that the other's disclosure of its confidential and proprietary
        data and information to third parties will prejudice its ability to conduct
        its
        business successfully. Accordingly, each of ABC and AeroGrow agrees that
        its
        respective receipt and use of the other's confidential and proprietary data
        and
        information will be subject to the following terms and conditions:

       

      1.  As
        used
        in this Agreement, the following terms have the following meanings:

       

      (a)    "Affiliate"
        means
        (i) any other Person directly or indirectly (through one or more intermediaries)
        controlling, controlled by or under common control with that Person; (ii)
        any
        other Person owning or controlling ten percent (10%) or more of the outstanding
        voting securities or beneficial interests of that Person; or (iii) an officer,
        director, partner or member, or a member of the immediate family of an officer,
        director, partner or member, of that Person. For these purposes "control"
        means
        the possession, direct or indirect, of the power to direct or cause the
        direction of the management and policies of a Person, whether through the
        ownership or voting securities, by contract or otherwise.

       

      (b)    "Confidential
        Information"
        means:
        (i) all information, data and materials disclosed or made available to the
        Receiving Party by the Disclosing Party in connection with a Possible
        Transaction, including, without limitation, all trade secrets, inventions,
        drawings, file data, test data, documentation, diagrams, specifications,
        know
        how, processes, formulas, models, flow charts, software in various stages
        of
        development, source codes, object codes, research and development procedures,
        test results, marketing techniques and materials, marketing and development
        plans, price lists, pricing policies, business plans, information relating
        to
        customers and/or suppliers' identities, characteristics and agreements,
        financial information and projection, and employee files and (ii) all analyses,
        compilations, studies, reports, records or other documents or materials which
        contain, or are prepared on the basis of any such non-public information
        and
        which are either furnished to the Receiving Party or are prepared by or for
        the
        Receiving Party or any of its directors, officers, employees, members, managers,
        agents, advisors or Affiliates. Notwithstanding the above, "Confidential
        Information" does not include any information that (i) is or becomes public
        knowledge otherwise than by the Receiving Party's act or omission; or (ii)
        is or
        becomes available to the Receiving Party without obligation of confidence,
        of
        which the Receiving Party was or should have been aware, from a source (other
        than the Disclosing Party) having the legal right to disclose that information;
        or (iii) is already in the possession of the Receiving Party in documented
        form
        without an obligation of confidence, of which the Receiving Party was or
        should
        have been aware, and was not received by the Receiving Party in anticipation
        of
        a Possible Transaction or as a result of a prior relationship with the
        Disclosing Party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)    "Disclosing
        Party"
        means
        the Person, either ABC or AeroGrow that is disclosing the Confidential
        Information to the Receiving Party.

       

      (d)    "Person"
        means
        any entity, corporation, company, association, joint venture, partnership,
        trust, limited liability company, limited liability partnership, real estate
        investment trust, organization, individual (including personal representatives,
        executors and heirs of a deceased individual), nation, state, government
        (including agencies, departments, bureaus, boards, divisions and
        instrumentalities thereof), court, tribunal, mediator, arbitrator, trustee,
        receiver or liquidator.

       

      (e)    "Receiving
        Party"
        means
        the Person, either ABC or AeroGrow, that is receiving the Confidential
        Information from the Disclosing Party.

       

      (f)    "Representative"
        of a
        Person means any director, officer, employee, shareholder, partner, member,
        Affiliate, agent or advisor of that Person, including, without limitation,
        any
        attorney, accountant, consultant, banker or financial advisor of that
        Person.

       

      2.  The
        Receiving Party will preserve as confidential all Confidential Information
        which
        the Receiving Party may obtain or prepare (a) during the course of discussions
        between ABC and AeroGrow concerning a Possible Transaction, (b) during the
        evaluation of a Possible Transaction and (c) during the course of any business
        relationship which may be established between ABC and AeroGrow. Without the
        prior written consent of the Disclosing Party, which may be given or withheld
        by
        the Disclosing Party in its sole and absolute discretion, the Receiving Party
        will not (a) disclose or demonstrate any Confidential Information to any
        other
        Person nor give any other Person access thereto, nor (b) use any Confidential
        Information except in evaluating a Possible Transaction, nor (c) disclose
        to any
        other Person either the fact that discussions or negotiations are taking
        place
        concerning a Possible Transaction, or the terms, conditions or status thereof
        or
        the fact that Confidential Information is being made available to the Receiving
        Party; provided, however, that any such Confidential Information may be
        disclosed to those of the Receiving Party's Representatives who (i) need
        to know
        the same for the sole purpose of evaluating a Possible Transaction and (ii)
        agree to keep such Confidential Information confidential and to be bound
        by the
        terms of this Agreement to the same extent as if they were parties hereto.
        If so
        requested by the Disclosing Party, the Receiving Party will cause any such
        Representatives to execute this Agreement so as to be personally bound hereby.
        In any event, the Receiving Party will be responsible for any breach of this
        Agreement by any of its Representatives, and the Receiving Party will, at
        its
        sole expense, take all reasonable measures (including, but not limited to,
        court
        proceedings) to restrain its Representatives from any prohibited or unauthorized
        disclosure or use of the Confidential Information. Furthermore, no publicity
        release or announcement concerning the discussions between ABC and AeroGrow,
        this Agreement or a Possible Transaction will be issued, by either ABC or
        AeroGrow without the advance written approval of the form and substance thereof
        by the other. In the event that any such publicity release or announcement
        is
        required by law (in the opinion of either party's counsel), ABC or AeroGrow
        will
        consult with each other in advance and cooperate with respect to any required
        press release or other disclosure.

       

      
        
          
          

        

        
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      3.  If
        the
        Receiving Party or any of its Representatives is requested (by subpoena,
        interrogatory, request for information or documents, civil investigate demand
        or
        other similar legal process) to disclose any of the Confidential Information
        to
        any other Person, the Receiving Party will provide the Disclosing Party with
        prompt written notice of such request so that the Disclosing Party may seek
        a
        protective order or other appropriate remedy and/or waive compliance with
        the
        provisions of this Agreement. Thereafter, if the Receiving Party or any such
        Representative is nevertheless, in the opinion of its counsel, legally compelled
        to disclose the Confidential Information so requested or else stand liable
        for
        contempt or suffer other censure or penalty, the Receiving Party or that
        Representative may, without liability hereunder, disclose to such other Person
        only that portion of the Confidential Information which the Receiving Party's
        counsel advises is legally required to be disclosed. The Receiving Party
        will,
        in addition, exercise its best efforts to preserve the confidentiality of
        the
        Confidential Information so "disclosed and cooperate with the Disclosing
        Party
        to obtain an appropriate protective order or other reliable assurance that
        confidential treatment will be accorded to the Confidential Information so
        disclosed.

       

      4.  The
        Receiving Party will use at least the same degree of care to avoid the
        publication, disclosure, reproduction or other dissemination of the Confidential
        Information as the Receiving Party employs with respect to its own valuable,
        proprietary information which it protects from unauthorized publication,
        disclosure, reproduction or other dissemination, but no less than a reasonable
        degree of care.

       

      5.  The
        Receiving Party will not conduct any inquiries regarding the Confidential
        Information or a Possible Transaction with any of the Disclosing Party's
        stockholders, officers, members, managers, directors, employees, affiliates,
        suppliers, proposed business partners or customers or with others having
        business relationships with the Disclosing Party except through Representatives
        of the Disclosing Party designated in writing by the Disclosing Party from
        time
        to time.

       

      6.  All
        documents, drawings, records, data bases, programs and other physical media
        of
        expression incorporating or containing any Confidential Information which
        the
        Disclosing Party furnishes to the Receiving Party are acknowledged to be
        the
        property of the Disclosing Party and will be promptly surrendered to the
        Disclosing Party upon the expiration or termination of the discussions between
        ABC and AeroGrow or any business relationship which may be established between
        ABC and AeroGrow. In addition, except to the extent the Receiving Party is
        advised by counsel that such action is prohibited by law, the Receiving Party
        will also destroy all copies, summaries and notes thereof made by the Receiving
        Party and all analyses, compilations, studies, reports or other documents
        or
        materials which are prepared by the Receiving Party or its advisors and which
        contain or reflect any Confidential Information which the Disclosing Party
        furnishes to the Receiving Party. After such expiration or termination the
        Receiving Party will make no further use of any of these materials, and if
        so
        requested by the Disclosing Party, a duly authorized officer of the Receiving
        Party will deliver to the Disclosing Party a certificate indicating that
        the
        requirements of the immediately preceding two sentences have been satisfied
        in
        full. The foregoing will apply regardless of the reasons for or circumstances
        surrounding such expiration or termination.

       

      
        
          
          

        

        
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      7.  Except
        as
        otherwise provided in any binding agreement between ABC and AeroGrow, all
        designs, methods, processes, developments, ideas and/or inventions directly
        related to, or usable in, the Disclosing Party's business which the Receiving
        Party conceives, develops or reduces to practice, or causes to be conceived,
        developed or reduced to practice, as a result of the Receiving Party's access
        to
        the Confidential Information will be the Disclosing Party's sole property.
        Upon
        demand and without any further consideration the Receiving Party will confirm
        such ownership by executing assignments of all of the Receiving Party's rights
        therein to the Disclosing Party.

       

      8.  The
        Receiving Party understands that the Disclosing Party makes no representations
        or warranties as to the accuracy or completeness of any Confidential Information
        disclosed to the Receiving Party, and the Receiving Party agrees that neither
        the Disclosing Party nor any of its officers, directors, stockholders, members,
        managers, employees, agents or attorneys or controlling Persons within the
        meaning of Section 20 of the Securities Exchange Act of 1934 will have any
        liability to the Receiving Party arising from the Receiving Party's use of
        the
        Confidential Information, except if the Disclosing Party is held to be in
        breach
        of this Agreement.

       

      9.  The
        Receiving Party agrees that money damages will not be a sufficient remedy
        for
        any breach of this Agreement by the Receiving Party or any of its
        Representatives and that in addition to all other remedies which may be
        available, the Disclosing Party will be entitled to seek specific performance
        and injunctive or other equitable relied without bond, as a remedy for any
        such
        breach or threatened breach.

       

      10.  To
        the
        fullest extent permitted by applicable law, rule or regulation, all of the
        covenants and agreements contained in this Agreement will survive the
        termination of any discussions between ABC and AeroGrow or the termination
        or
        expiration of any business relationship which may hereafter be established
        between ABC and AeroGrow, and will also survive any definitive agreements
        entered into by ABC and AeroGrow, in each such case for a period of three
        (3)
        years from the date hereof, unless and only to the extent that such definitive
        agreements expressly supersede the covenants and agreements contained herein;
        provided, however, that the provisions of this Agreement relating to the
        preservation of the confidentiality of the Confidential Information and each
        party's obligation to reimburse the other for all costs incurred by the other
        in
        connection with the successful enforcement of this Agreement as to such matters
        will, in any event, survive for so long as the Confidential Information remains
        confidential.

       

      11.  This
        Agreement supersedes all previous agreements, written or oral, relating to
        the
        above subject matter, and may be modified only by a written instrument duly
        executed by ABC and AeroGrow.

       

      12.  In
        the
        event of any litigation between ABC and AeroGrow in connection with this
        Agreement, the unsuccessful party to such litigation will pay to the successful
        party therein all reasonable costs and expenses, including but not limited
        to
        reasonable attorneys' fees incurred therein by such successful party, which
        costs, expenses and attorneys' fees shall be included as a part of any judgment
        rendered in such action in addition to any other relief to which the successful
        party may be entitled.

       

      
        
          
          

        

        
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      13.  All
        clauses and covenants contained in this Agreement are severable and in the
        event
        any of them is held to be invalid by any court, this Agreement will be
        interpreted as if such invalid clauses and covenants were not contained
        herein.

       

      14.  This
        Agreement will be construed according to the laws of the State of Colorado,
        without regard to its principles concerning conflicts of law. Any suit brought
        hereon must be brought in the state or federal courts sitting in the County
        of
        Denver, Colorado. ABC and AeroGrow hereby waive any claim or defense that
        such
        forum is not convenient or proper.

       

      
        ACKNOWLEDGED
          AND AGREED

        AS
          OF
          _______________:

         

        
          
            

          

           

          ACKNOWLEDGED
            AND AGREED

          AS
            OF
            _______________, 20____:

           

          AEROGROW
            INTERNATIONAL, INC.

           

          
            
              

            

          

          F.
            Wiedemann, VP

        

      

       

       

      
        
          
          

        

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