EXHIBIT
        10.22

      


      


      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 shares of common stock, and/or options, warrants,
        or
        other rights to acquire 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
        24
        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 shares of common stock of the Company or
        any
        other securities of the Company, including but not limited to any securities
        convertible or exchangeable into shares of common stock of the Company or
        options, warrants or other rights to acquire common stock of the Company
        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 (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.

       

      (iii)  Notwithstanding
        the provisions of subparagraph (i) above, the undersigned may publicly sell
        up
        to 25% of the shares of common stock issued and outstanding and/or represented
        by outstanding options, warrants, or other convertible securities and held
        by
        the undersigned as of the date of this agreement, in each of the 13 - 18
        month
        period after the commencement of the Lock-up Period and the 19 - 24 month
        period
        after the commencement of the Lock-up Period. The ability to sell common
        stock
        in each of these two period is not cumulative; therefore if shares are not
        sold
        in the first period they may not be carried over to be added to the common
        stock
        that may be sold in the second period. The terms of this paragraph are subject
        to compliance with federal and state securities laws and any other applicable
        restrictions or agreements relating to the Securities.

       

      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)