EXHIBIT
        10.15

       

      MANUFACTURING
        AGREEMENT

       

      THIS
        AGREEMENT made the 30th day of September, Two Thousand and Five
        BETWEEN

       

      
        	
                (1)

              	
                Mingkeda
                  Industries CO., LTD., Mingkeda Building #1825 Renmin e. Road, Heshan
                  City,
                  GuangDong, PRC and its affiliates and partner corporations in China
                  and
                  Hong Kong (hereinafter called "MKD");
                  and

              


      

       

      
        	
                (2)

              	
                Source
                  Plus, Inc. of 1121 Greenwood Crossings Ct. Suite 101 Bessemer,
                  AL 35022
                  (hereinafter called "SP"); and

              


      

       

      
        	
                (3)

              	
                AeroGrow
                  International, Inc. of 900 28th Street, Suite 201, Boulder, CO
                  80303
                  (hereinafter called "AeroGrow").

              


      

       

      MKD,
        SP
        and AeroGrow are hereinafter collectively referred to as the "Parties" and
        individually referred to as "Party".

       

      WHEREAS:

       

      
        	
                (A)

              	
                AeroGrow
                  is a company duly incorporated under the Laws of the United States
                  of
                  America with plans for listing on a United States stock exchange,
                  and owns
                  the intellectual proprietary rights in the invention and/or design
                  of an
                  aeroponic growing device and accessory and lamp components, known
                  as the
                  "AeroGrow Kitchen Garden" and seed kit components ("the Product").
                  The
                  Product is more particularly depicted in the design drawings and
                  specifications annexed to this Agreement as Attachment A which
                  includes
                  the specific components and raw materials that must be included
                  in the
                  Product.

              


      

       

      
        	
                (B)

              	
                MKD,
                  and its affiliate factory, YueQing, a company located in China
                  and Hong
                  Kong, is engaged in the business of manufacturing and assembling
                  products
                  for sale on a contract basis. AeroGrow desires to contract with
                  MKD for
                  the building of the Tooling required to manufacture the Product,
                  and then
                  to have MKD manufacture/assemble the Product at an agreed cost,
                  to agreed
                  quality standards in quantities and on a schedule to be provided
                  by
                  AeroGrow. In turn MKD desires to contract with AeroGrow to provide
                  such
                  services.

              


      

       

      
        	
                (C)

              	
                SP
                  is a United States corporation engaged in the sourcing of products
                  for
                  companies. At the behest of AeroGrow, SP has identified MKD as
                  a factory
                  capable of building the Tooling for, and then manufacturing the
                  Product.
                  SP has also agreed to advance payment to MKD for all or a portion
                  of such
                  Tooling, and perform other designated services on behalf of
                  AeroGrow.

              


      

       

      NOW
        IT IS
        HEREBY AGREED between the parties hereto as follows:

       

      
        	1	Making of the Tooling/Molds/Production Line/Test
                Equipment


        	 	 


        	
                1.01

              	
                SP
                  will contract with MKD on behalf of AeroGrow to have MKD construct
                  a set
                  of steel tooling / molds for the molding and shaping of all the
                  component
                  parts of the Product ("the Tooling") as reflected in Attachment
                  A from
                  drawings and specifications provided by AeroGrow. The Tooling shall
                  be
                  designed to sustain a production capacity of up to 30,000 B units
                  per
                  month, and a life expectancy of up to 500,000 molding cycles. If
                  any
                  portion of the injection molding Tooling requires replacement prior
                  to
                  completion of 500,000 molding cycles, MKD will replace that portion
                  of the
                  Tooling without cost to AeroGrow.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.02

              	
                MKD's
                  price for making each item of Tooling shall be confirmed in writing
                  by
                  MKD, and approved in writing by AeroGrow, prior to starting production
                  of
                  that item of Tooling. In case of any changes in the Product's
                  specification made by AeroGrow from time to time, MKD and SP shall
                  submit
                  a revised Tooling cost to AeroGrow for its approval. Upon receipt
                  of
                  AeroGrow's written approval of the revised cost, MKD shall proceed
                  to make
                  the necessary tooling modifications. AG shall employ its best efforts
                  to
                  inform SP of tooling changes and modifications in a timely
                  manner.

              


      

       

      
        	
                1.03

              	
                The
                  Tooling is commissioned by AeroGrow, and AeroGrow will be the owner
                  of the
                  same subject to SP's right of lien. SP will pay MKD for the Tooling
                  on
                  behalf of AeroGrow in the manner hereafter
                  mentioned.

              


      

       

      
        	
                1.04

              	
                MKD
                  will ensure that the Tooling meets AeroGrow's specifications. In
                  the event
                  that Products do not meet specifications based upon faulty Tooling,
                  MKD
                  will revise the Tooling at MKD's cost and bear all costs associated
                  with
                  replacing defective Products. In the event product does not meet
                  specifications due to incorrect written direction provided by AeroGrow,
                  AeroGrow will be responsible for payment related to any tooling
                  modifications required.

              


      

       

      
        	
                1.05

              	
                SP
                  shall pay MKD for the cost of the Tooling and Molds on behalf of
                  AeroGrow,
                  up to a maximum of USD155,000. Payment by SP to MKD will be made
                  on the
                  following schedule: SP will pay 50% of the total Tooling cost to
                  MKD with
                  the placement of the initial order for the Tooling, and the balance
                  upon
                  approval of the Tooling by AeroGrow's employees or designated
                  agents.

              


      

       

      
        	
                1.06

              	
                Tooling
                  costs in excess of USD155,000 will be paid to MKD on the same schedule
                  as
                  set forth above in Section 1.05 by either AeroGrow, or by SP on
                  behalf of
                  AeroGrow, pursuant to the terms of Section
                  1.07.

              


      

       

      AeroGrow
        will pay SP for the Tooling upon approval of the Tooling by AeroGrow's employees
        or designated agents. Payment will be made in the form of shares or stocks
        of
        AeroGrow ("Shares"). AeroGrow undertakes to SP that the Shares will be offered
        on a United States Stock Exchange for a price of not less than USD1.00 per
        share
        at the time of its Initial Public Offering. AeroGrow shall pay SP for SP's
        portion of the Tooling by issuing, transferring or allotting (at the sole
        cost
        and expense of AeroGrow) a quantity of the Shares to SP at the agreed valuation
        of USD0.50 per share, so that the quantity of the Shares thereby issued,
        allotted or transferred to SP will be equivalent to the cost divided by an
        unit
        sum of USD0.50. For example, 310,000 Shares at the currently projected Initial
        Public Offering value of USD1.00 each will be issued, allotted or transferred
        to
        SP in the event of SP's portion of the cost being finalized at USD155,000.00.
        Both the number of Shares and the Purchase Price shall be adjusted to reflect
        any stock split, combination or similar change in the capitalization of AeroGrow
        after January 25, 2005. Further, disposition, transfer-ability, and sale
        of the
        Shares shall be governed by any and all conditions regulating share ownership.
        The Shares represented herein cannot be sold, transferred or otherwise disposed
        of by the holder unless such transaction is registered under the Securities
        Act
        of 1933, as amended, and under applicable laws of the state or jurisdiction
        where such transaction occurs, or unless such transaction shall qualify under
        an
        allowed exemption to such registration. SP may sell up to twenty-five (25%)
        of
        the shares represented in the public market six (6) months from the date
        of
        AeroGrow's initial public offering is concluded; twenty-five (25%) of the
        shares
        twelve (12) months from the date of AeroGrow's initial public offering is
        concluded; and twenty-five (25%) of the shares eighteen (18) months from
        the
        date of AeroGrow's initial public offering. Any and all of the remaining
        half of
        such shares may be sold in the public market twenty-four months (24) from
        the
        conclusion of AeroGrow's initial public offering.

       

      
        
          
          

        

        
          -
            2
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                1.07

              	
                Should
                  there be further Tooling needs over and above the making of the
                  initial
                  Tooling and/or should the cost for the initial Tooling exceed USD155,000,
                  and should SP elect to advance payment to MKD for such further
                  Tooling, SP
                  will make payment directly to MKD on behalf of AeroGrow. AeroGrow
                  shall in
                  turn pay SP for the additional cost of such further Tooling at
                  AeroGrow's
                  option by either cash or the issue, allotment or transfer of Shares
                  in the
                  same manner mentioned above, and AeroGrow guarantees that the conversion
                  rate of USD1.00 Share to every USD0.50 in the cost, adjusted to
                  reflect
                  any stock split, combination or similar change in the capitalization
                  of
                  AeroGrow, will be maintained if such further Tooling is ordered
                  within six
                  months from the approval for production of the initial set of
                  Tooling.

              


      

       

      
        	
                1.08

              	
                For
                  purposes of this Agreement, "SP Tooling Stock" shall mean all shares
                  issued by AeroGrow to SP in payment of Tooling, including further
                  Tooling
                  as described in Section 1.07 above. "SP Tooling Outlay" shall mean
                  the
                  total amount paid by SP to MKD for the Tooling, including further
                  Tooling
                  as described in Section 1.07 above. If the envisaged Initial Public
                  Offering listing of the Shares in the United States of America
                  shall fall
                  to materialize for whatever reason prior to June 1, 2006, SP shall
                  have an
                  option to require AeroGrow to pay for the Tooling in full in a
                  monetary
                  sum. Such option must be exercised by notice in writing from SP.
                  On the
                  receipt of such notice, AeroGrow shall forthwith pay to SP an amount
                  equal
                  to the Tooling Outlay, and subject to such actual payment, AeroGrow
                  shall
                  be released from its obligation to issue, transfer or allot SP
                  Tooling
                  Stock. On receipt of the monetary payment so described from AeroGrow,
                  SP
                  shall immediately return to AeroGrow all SP Tooling
                  Stock.

              


      

       

      
        	
                1.09

              	
                For
                  purposes of this Agreement, "SP Tooling Stock Valuation" shall
                  mean the
                  post-IPO value of the SP Tooling Stock, as indicated by the 20-day
                  moving
                  average of the closing price. If the envisaged IPO occurs prior
                  to June 1,
                  2006, but the SP Tooling Stock Valuation is less than the SP Tooling
                  Outlay as of the one-year anniversary of the IPO, then AeroGrow
                  shall make
                  a cash payment to SP equal to the difference between a) the SP
                  Tooling
                  Outlay and b) SP Tooling Stock Valuation as of the one-year anniversary
                  of
                  the IPO, plus 5% per annum simple interest. The interest will be
                  calculated from the date of the first Tooling Outlay payment made
                  by SP to
                  the date of the AeroGrow cash payment, and will be applied only
                  to the
                  difference described above, not the entire amount of the Tooling
                  Outlay.
                  Said amount shall be paid 60 days after the one-year anniversary
                  of the
                  IPO.

              


      

       

      
        
          
          

        

        
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            3
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                1.10

              	
                AeroGrow's
                  non-exclusive license to MKD is only to make use of the Tooling
                  to
                  manufacture the Product solely for sale to AeroGrow as specified
                  in
                  AeroGrow's Purchase Orders, and no royalty or other payment will
                  be
                  payable by MKD to AeroGrow for such use and application of the
                  Tooling.
                  This license will last only for the term of the Agreement and only
                  for the
                  manufacture of the Products at MKD's facility, and AeroGrow's Tooling,
                  Tooling drawings, and technology will not be used in any other
                  way or
                  transferred to any other party. The Tooling is subject to SP's
                  lien as
                  detailed in section 1.03.

              


      

       

      
        	
                1.11

              	
                MKD
                  agrees to maintain all the Tooling and Molds in good working order
                  (following the AeroGrow Tooling Maintenance Specifications which
                  are
                  attached) and carry appropriate insurance against loss or theft.
                  AeroGrow
                  agrees to reimburse MKD for premiums that are mutually agreed upon
                  in
                  advance. Should MKD or AeroGrow terminate their relationship for
                  any
                  reason, and if SP has received payment in full as described in
                  section
                  1.08, MKD agrees to properly pack and ship the Tooling to a location
                  designated by AeroGrow within 30 days following the receipt of
                  such notice
                  by AeroGrow subject to payment terms and schedule dates noted in
                  subsequent clauses, including 9.06. Should payment for the Tooling
                  be due
                  from AeroGrow to SP, then AeroGrow will immediately make such payment
                  to
                  SP. The cost of packing and shipping the Tooling will be borne
                  by
                  AeroGrow. MKD shall confirm with SP that AeroGrow has paid in full
                  to pack
                  and ship the Tooling. SP and MKD may not retain any Tooling or
                  Tooling
                  drawings for their benefit. Tooling drawings and all Product
                  specifications are the confidential property of
                  AeroGrow.

              


      

       

      
        	
                1.12

              	
                MKD
                  and SP acknowledge AeroGrow as the sole owner of all the Tooling,
                  Valve
                  Gates, Specific Heat Zone Controls, and Hot Manifolds upon the
                  issue,
                  allotment or transfer of the SP Tooling
                  Stock.

              


      

       

      AeroGrow
        may, at its sole option, remove all or any portion of the Tooling from MKD
        for
        reasons including but not limited to the following:

      
        	
              	•	
                If
                  MKD chooses to decline Purchase Orders which would require acquisition
                  of
                  additional plastic injection molding
                  presses.

              


      

      
        	
              	•	
                If
                  MKD changes its lead time requirement, or if MKD repeatedly fails
                  to meet
                  its ship date commitments.

              


      

      
        	
              	•	
                If
                  AeroGrow selects an alternate plastic molding vendor with existing
                  plastic
                  molding capacity, instead of requiring MKD to add plastic molding
                  capacity.

              


      

      
        	
              	•	
                If
                  MKD fails to meet AeroGrow's quality requirements for plastic components
                  as specified in Attachment B.

              


      

      
        	
              	•	
                If
                  MKD chooses not to install molding press features, modifications,
                  or
                  ancillary equipment that AeroGrow believes is required for Product
                  aesthetics or functionality.

              


      

      
        	
              	•	
                While
                  MKD is increasing molding capacity to meet AeroGrow's requirements,
                  and
                  before such molding capacity is actually available for production.
                  In this
                  case AeroGrow will return the Tooling to MKD as soon as possible
                  after
                  such molding capacity and quality is actually available for
                  production.

              


      

      
        	
              	•	
                If
                  MKD pricing is not competitive with other available
                  sources.

              


      

       

      
        
          
          

        

        
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            4
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      It
        is
        AeroGrow's intent, but not guarantee, that even if AeroGrow removes all or
        any
        portion of the Tooling from MKD, MKD will continue to be the primary source
        for
        light bulb manufacturing, printed circuit board assembly, and assembly and
        packaging of the B unit Kitchen Garden.

       

      Before
        removing any Tooling AeroGrow must pay all outstanding costs associated with
        the
        Tooling to be removed, including but not limited to parts actually run on
        the
        Tooling to be removed and modification costs incurred by AeroGrow on the
        Tooling
        to be removed.

       

      Should
        AeroGrow totally remove Tooling or production from MKD, AeroGrow will consider,
        but not guarantee additional financial incentives or compensation to MKD
        for
        production development time, and effort.

       

      
        	
                1.13

              	
                MKD
                  will absorb all costs for the set-up of the production
                  lines.

              


      

       

      
        	
                1.14

              	
                MKD
                  will absorb all costs for the test equipment required to ensure
                  that the
                  Products meet the agreed-upon QA/QC Specification based on Attachment
                  B.
                  Should costs for test equipment exceed $2,000 USD then AeroGrow
                  will
                  provide MKD with direct payment for AeroGrow specified test equipment,
                  and
                  MKD will credit AeroGrow with the identical amount towards the
                  first
                  shipment of product. Ownership of such test equipment will remain
                  with
                  MKD, upon completion of the first purchase order transaction. AeroGrow
                  must approve of all test equipment and corresponding costs for
                  said
                  equipment in advance of purchase.

              


      

       

      
        	
                2

              	
                Pricing
                  of the Products/Cost Reductions

              


      

       

      
        	
                2.01

              	
                MKD
                  will produce the Products for sale to AeroGrow pursuant to and
                  on the
                  receipt of written Purchase Orders. For a period of 120 days beginning
                  with the issuance of the first Purchase Order, AeroGrow will issue
                  Purchase Orders to SP, and SP in turn will issue Purchase Orders
                  to MKD to
                  manufacture the Product in the same quantities, on the same schedule,
                  and
                  at the same cost as specified in AeroGrow's Purchase Orders to
                  SP. When
                  AeroGrow issues Purchase Orders through SP, SP will issue a corresponding
                  Purchase Order to MKD within two (2) working days of receipt of
                  AeroGrow's
                  Purchase Order. SP will provide a copy of such Purchase Order to
                  AeroGrow
                  at the time of issuance. In the event such copy is not received
                  within two
                  (2) working days, AeroGrow may, at its option, thereafter place
                  Purchase
                  Orders directly to MKD. After 120 days from the issuance of the
                  first
                  Purchase Order, AeroGrow at its sole option may elect to issue
                  Purchase
                  Orders directly to MKD. In this event, AeroGrow will provide copies
                  of
                  such Purchase Orders to SP at the same time the Purchase Orders
                  are issued
                  to MKD.

              


      

       

      
        	
                2.02

              	
                Attachment
                  A to this document includes the Bills of Material (BOMs) and itemized
                  component costs for the Product to be sold by MKD to AeroGrow under
                  this
                  Agreement. "Base Price" is explicitly detailed as a column on the
                  BOMs
                  with a minimum order per PO of the quantity of Product required
                  to fill
                  two (2) standard forty-foot (40') containers. It is agreed between
                  the
                  parties that any changes to any items in the Bills of Material
                  must
                  receive the expressed written consent of AeroGrow, and further
                  that the
                  vendor and specifications of each outsourced item must be approved
                  by
                  AeroGrow prior to use in manufacturing AeroGrow
                  Products.

              


      

       

      
        
          
          

        

        
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            5
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                2.03

              	
                The
                  Base Prices of the B unit and seed kit components quoted in Attachment
                  A
                  will be subject to upward or downward adjustments to reflect changes
                  in
                  the cost of purchased materials and components. Base Price adjustments
                  shall be limited to changes due to three factors: 1) market-price
                  fluctuations in the cost of purchased materials and components,
                  2) design
                  changes made by AeroGrow relative to the specifications contained
                  in
                  Attachment A, and 3) correction of legitimate errors and omissions.
                  Adjustments shall be priced at MKD's actual cost of materials and
                  direct
                  labor

              


      

       

      MKD
        shall
        advise AeroGrow of all material cost adjustments as they occur, with an itemized
        explanation of each adjustment. Any price increase in raw materials must
        be
        substantiated with written quotes or invoices from at least three vendors.
        Each
        AeroGrow purchase order will be issued at the most recently advised and accepted
        price. In no event shall price adjustments apply to Product after MKD receives
        (a) Letter(s) of Credit for the full price of such Product.

       

      In
        the
        event that the adjustment described above exceeds plus or minus five percent
        (5.0%) between consecutive Purchase Orders, then MKD must indicate in writing
        a
        full description of said increase and said increase must be agreed to in
        writing
        by AeroGrow. AeroGrow, MKD or SP, also known as the Parties, shall have the
        right to terminate this Agreement on 180 days written notice to the other
        Parties, subject to all of the requirements elsewhere in this Agreement
        including section 9.05, should one Party find it not sufficiently profitable
        to
        proceed due to cost increases.

       

      MKD
        pricing is based upon a 29% mark-up on cost of materials and labor for most
        materials and components except light bulbs which are calculated at a 14%
        mark-up. MKD will provide additional financial incentives including a .50
        discount for the B Unit which is reflected in the net selling price found
        in the
        BOM.

       

      
        	
                2.04

              	
                The
                  Base Price in effect at the time of each Purchase Order will be
                  subject to
                  upward or downward adjustments to reflect fluctuations in the exchange
                  rate between the US Dollar (USD) and Yuan or Renminbi (RMB). The
                  Base
                  Exchange Rate will be RMB8.28 per USD 1.00. Price adjustments due
                  to
                  exchange rate fluctuations will be made in the exact proportion
                  of the
                  Base Exchange Rate with respect to the exchange rate as of the
                  At Sight LC
                  issuance date. The exchange rate as of the At Sight LC issuance
                  date shall
                  be the People's Bank of China Buy rate for
                  Checks.

              


      

       

      
        	
                2.05

              	
                MKD
                  hereby grants AeroGrow the right to conduct on-site audits of MKD's
                  costs
                  for manufacturing the Product, which includes component and assembly
                  costs. Such audit must be scheduled by AeroGrow at least fourteen
                  (14)
                  days in advance of the scheduled audit date via written notification
                  to
                  MKD. Such audit will be restricted to AeroGrow
                  production.

              


      

       

      
        
          
          

        

        
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            6
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                2.06

              	
                MKD
                  will maintain accurate records regarding the manufacturing of the
                  Products, inspection results from each receiving and manufacturing
                  lot,
                  and other production data that will insure a complete record of
                  MKD's
                  production of AeroGrow products.

              


      

       

      
        	3	Payment for the Products


        	 	 


        	
                3.01

              	
                AeroGrow,
                  SP and MKD have agreed on QA/QC Specifications which are attached
                  to this
                  Agreement as Attachment B. Specifications detailed in Attachment
                  B are
                  subject to revision based upon mutual
                  agreement.

              


      

       

      
        	
                3.02

              	
                All
                  shipments will be paid in full in the manner described in Section
                  3.03
                  unless AeroGrow has provided written notification to MKD and SP
                  that the
                  Product, or a portion of the Product, has failed to meet the
                  specifications to be described in Attachment B by an authorized
                  AG
                  inspection agent at least twenty four (24) hours prior to
                  shipment.

              


      

       

      
        	
                3.03

              	
                AeroGrow
                  shall pay MKD on the following schedule via wire transfers. 30%
                  of
                  projected total payment including mark-up less incentives 25 days
                  prior to
                  ship date, 50% of total payment less incentives plus exchange rate
                  adjustment on ship date after AeroGrow receives documentation from
                  the
                  freight forwarder that Products are on-board, and the remaining
                  balance
                  20% 30 days after ship date. The actual Product price for each
                  order will
                  be set with exchange rate adjustment as of the on-board
                  date.

              


      

       

      MKD
        will
        order, receive, inspect, and safely store all purchased components and
        materials, regardless of markup percentage received, in addition to resolving
        quality and delivery issues with respect the vendors of the prepaid goods
        for no
        additional cost.

       

      
        	
                3.04

              	
                MKD
                  and SP will work with AeroGrow to provide an unsecured line of
                  credit
                  after a positive pattern of payment has been established between
                  the
                  parties.

              


      

       

      
        	
                3.05

              	
                In
                  return for the .50 cent price concession applied for the B unit
                  contained
                  in this Agreement, AeroGrow will grant MKD, at no cost, 50,000
                  shares of
                  AeroGrow stock valued at US$50,000, as of January 25, 2005. The
                  number of
                  shares will be based on a value of US$1.00 per share (as of January
                  25,
                  2005), with adjustment up or down to reflect any stock split or
                  change in
                  market value. The first 50,000 shares shall be issued with the
                  first PO.
                  This stock will be subject to the same restrictions as reflected
                  in the
                  AeroGrow/SP grant found in Paragraph
                  1.06.

              


      

       

      
        	4	Services Provided by SP to AeroGrow/Payments to
                SP


        	 	 


        	
                4.01

              	
                SP
                  shall provide all of the services to AeroGrow enumerated in Attachment
                  C.
                  AeroGrow will pay for all AeroGrow pre-approved direct travel expenses
                  incurred by SP (Shenzhen Office Employees only) as a result of
                  a specific
                  request for SP support at Chinese factories. AeroGrow will pay
                  SP invoices
                  for travel expenses within 30 days of invoice
                  receipt.

              


      

       

      
        	
                4.02

              	
                For
                  the services provided by SP, AeroGrow will pay to SP two percent
                  (2%) of
                  the total amount paid for the Product, due and payable on the date
                  on
                  which payment for the Product is paid by AeroGrow to either MKD
                  or SP. No
                  payments will be made by MKD to SP in connection with the manufacturing
                  of
                  the Product.

              


      

       

      
        
          
          

        

        
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            7
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                4.03

              	
                Should
                  any payments be made by MKD to SP in connection with the manufacturing
                  of
                  the Products, this Agreement will be considered to be breached
                  as of the
                  date of the earliest of such payments. In the event of such breach,
                  SP
                  shall forfeit all rights to compensation from AeroGrow after the
                  date of
                  the breach, and SP shall immediately pay to AeroGrow any and all
                  funds
                  received from MKD. Additionally, the Non-Circumvention Agreement
                  between
                  AeroGrow and SP dated July 27, 2004 will immediately become null
                  and
                  void.

              


      

       

      
        	
                4.04

              	
                Should
                  SP fail to provide the services enumerated in Attachment C, and
                  such
                  failure is not cured within 60 days after the receipt of written
                  notice
                  from AeroGrow, this Agreement will be considered to be breached.
                  Written
                  notice from AeroGrow will describe the services SP has failed to
                  provide.
                  In the event of such breach, SP will not be entitled to any future
                  compensation from AeroGrow. Additionally, the Non-Circumvention
                  Agreement
                  between AeroGrow and SP dated July 27, 2004 will immediately become
                  null
                  and void.

              


      

       

      
        	
                4.05

              	
                SP
                  is designated as AeroGrow's exclusive agent for the AeroGrow Kitchen
                  Garden Product Line (A, B, or Subsequent Units) for 18 months after
                  the
                  first shipment of Product, as long as the Agreement is not considered
                  breached under Sections 4.03 or 4.04. As AeroGrow's exclusive agent,
                  SP is
                  charged with identifying additional factory(ies) capable of producing
                  the
                  Product. This Agreement shall apply to additional factories introduced
                  by
                  SP and used by AeroGrow, and the same percentage fee and SP services
                  described herein shall apply.

              


      

       

      
        	
                5

              	
                Ordering
                  of Raw Materials, Products / Cancellation of Liability /
                  Shipments

              


      

       

      
        	
                5.01

              	
                MKD
                  guarantees to AeroGrow and SP that it can develop sufficient capacity
                  to
                  manufacture at least 100,000 units per month, subject only to limitations
                  imposed by the available Tooling. MKD also guarantees that it can
                  acquire
                  sufficient molding machines to manufacture 30,000 units per month
                  per set
                  of injection molding tooling.

              


      

       

      
        	
                5.02

              	
                AeroGrow
                  will provide MKD and SP with a rolling production forecast by the
                  5th
                  business day of each month. MKD and SP acknowledge that the forecast
                  does
                  not represent a guarantee of production volumes. Written Purchase
                  Orders
                  provided by AeroGrow directly to MKD, or via SP to MKD, will be
                  the sole
                  means of authorizing production. Purchase Orders will be issued
                  at least
                  forty (40) days prior to the requested On Board date for orders
                  equal to
                  or less than factory capacity. Purchase Orders which require MKD
                  to exceed
                  capacity and acquire new injection molding presses, will be issued
                  at
                  least ninety (90) days prior to the On Board date. Lead times will
                  be
                  extended by the length of Chinese national holidays to the extent
                  that
                  such holidays fall between Purchase order date and the requested
                  On-Board
                  date. MKD will provide a National holiday schedule to AeroGrow
                  and
                  SP.

              


      

       

      
        	
                5.03

              	
                MKD
                  will identify all long-lead time components (those requiring the
                  placing
                  of orders more than 40 days in advance) and notify AeroGrow of
                  those
                  components and, on AeroGrow's written authorization order such
                  components.
                  Without AeroGrow's written authorization, long-lead time components
                  will
                  not be ordered. Purchase Orders will be the sole method of authorize
                  MKD
                  to order raw material, long lead and minimum order components (materials).
                  Any unused material remaining from a given Purchase Order due to
                  minimum
                  order quantities is subject to the inventory carrying charge noted
                  in
                  5.07.

              


      

       

      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                5.04

              	
                On
                  receipt of AeroGrow's Purchase Orders, or Purchase Orders placed
                  by
                  AeroGrow to MKD via SP, MKD will immediately order and maintain
                  inventories of the raw materials required to meet the production
                  schedule
                  for the Products.

              


      

       

      
        	
                5.05

              	
                In
                  the event AeroGrow cancels a Purchase Order or a portion thereof,
                  MKD, SP
                  and AeroGrow agree to the following cancellation
                  terms:

              


      

      
        	
              	•	
                Purchase
                  orders cannot be cancelled within 30 days of ship
                  date

              


      

      
        	
              	•	
                If
                  a purchase order is cancelled, then AeroGrow shall be liable for
                  all
                  material costs associated with the purchase order that have been
                  incurred
                  by MKD up to the cancellation date, less prepayments by AeroGrow
                  associated with the purchase order. MKD must provide written documentation
                  of all material costs associated with a cancelled purchase order.
                  Payment
                  for charges due to cancelled purchase orders must be made by AeroGrow
                  within 30 days of receipt of such written
                  documentation.

              


      

       

      
        	
                5.06

              	
                In
                  the event AeroGrow requests that shipments for issued Purchase
                  Orders be
                  rescheduled beyond the On Board date previously specified in the
                  Purchase
                  Order, the Products so inventoried by MKD will be subject to a
                  one per
                  cent (1.0%) per month inventory carrying charge. If inventory is
                  carried
                  for more than 15 days but less than one month, the carrying charge
                  will
                  equal the charge for one full month. If inventory is carried for
                  less than
                  15 days, then the charge will be calculated on a pro-rated monthly
                  basis.
                  Should shipments be delayed at AeroGrow's request, the monies due
                  MKD will
                  be calculated from the target ship date as specified in the Purchase
                  Order
                  and not the on board date.

              


      

       

      
        	
                5.07

              	
                The
                  shipment of all Products shall be suitably packed in accordance
                  with
                  AeroGrow's specifications, and delivered to a carrier or agent
                  at a
                  location designated by AeroGrow. At the time of such delivery,
                  title for
                  the Products shall pass to AeroGrow or AeroGrow's designated
                  agents.

              


      

       

      
        	
                5.08

              	
                MKD
                  is expected to achieve 100% on-time delivery performance, which
                  is defined
                  as up to 3 days prior to and up to 7 days beyond the scheduled
                  delivery
                  date. If Product is more than 7 days late, and required to meet
                  AeroGrow's
                  customer commitments, AeroGrow may require MKD to air ship the
                  Product to
                  a location designated by AeroGrow. In such instances, MKD agrees
                  to pay
                  the difference between the costs of sea shipment and air freight.
                  AeroGrow
                  acknowledges that delays attributable to acts of God, acts of war,
                  typhoon, fire, labor strikes, power shortages, country-wide material
                  shortages, and delays caused by AeroGrow's freight forwarder are
                  out of
                  MKD's control, and MKD will not be penalized for not achieving
                  on-time
                  delivery as noted.

              


      

       

      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                5.09

              	
                MKD
                  hereby agrees that it will not subcontract out any portion of AeroGrow's
                  manufacture of the Products without AeroGrow's prior express written
                  permission.

              


      

       

      
        	
                5.10

              	
                MKD
                  will be responsible for sourcing all raw materials and components
                  to be
                  used in the building, assembly and shipment of the Products and
                  ensure
                  that they are available on a timely basis to meet the date(s) designated
                  in either SP's or AeroGrow's Purchase
                  Order(s).

              


      

       

      
        	
                5.11

              	
                MKD
                  will submit a list of raw materials, sourced components and suppliers
                  to
                  be used in production of the Products for AeroGrow's written approval,
                  which approval shall not be unreasonably withheld. Materials, components
                  and suppliers which are referenced in Attachment A, may not be
                  substituted
                  without AeroGrow's prior written approval, which approval shall
                  not be
                  unreasonably withheld.

              


      

       

      
        	
                6

              	
                Engineering
                  Changes/Third party Certifications

              


      

       

      
        	
                6.01

              	
                AeroGrow
                  may request in writing that MKD incorporate engineering changes
                  into the
                  Product. MKD shall make an evaluation of such requested changes,
                  and
                  advise AeroGrow in writing of the feasibility, costs and timing
                  of
                  implementation, impact on the delivery schedule, and the pricing
                  of the
                  Product. On written approval by AeroGrow, MKD will proceed to implement
                  the changes. AeroGrow will bear the cost of finished Products and/or
                  component inventories that are obsoleted by the engineering changes.
                  Payment for these costs will be due 30 days from their date of
                  billing by
                  MKD.

              


      

       

      
        	
                6.02

              	
                MKD
                  will manage the third party certification process such as UL
                  (Underwriter's Laboratories) on behalf of AeroGrow. AeroGrow will
                  specify
                  which third party certifications are desired, and MKD will provide
                  AeroGrow cost and time estimate to ensure compliance with the
                  certification process. Upon AeroGrow's approval MKD will begin
                  the
                  process. Any third parties involved in the certification process
                  will
                  invoice AeroGrow directly.

              


      

       

      
        	
                7

              	
                Quality
                  Assurance/ Test Equipment

              


      

       

      
        	
                7.01

              	
                AeroGrow
                  will, in cooperation with MKD and SP, establish mutually agreeable
                  QA/QC
                  Specifications for the Products and for Mold and Tool maintenance
                  based on
                  the draft of these specifications that is set forth in Attachment
                  B and
                  incorporated as part of this
                  Agreement.

              


      

       

      
        	
                7.02

              	
                MKD
                  guarantees that the flood deck and grow deck will meet the flatness
                  specifications enumerated in Attachment B, and will implement processes
                  to
                  ensure compliance with the specified tolerances, including but
                  not limited
                  to integration of cavity pressure switchover technology, press
                  upgrades,
                  upgrade of ABS raw materials to a more stable composition, and
                  the
                  incorporation of gas assist technology, as necessary. All components
                  of
                  any cavity pressure switchover system(s) shall be paid for by MKD.
                  MKD and
                  AeroGrow will work together to find acceptable solutions to meet
                  product
                  specification requirements and tolerances. Should gas assist technology
                  be
                  required, both MKD and AeroGrow will fund the investment in such
                  equipment.

              


      

       

      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                7.03

              	
                SP
                  will inspect two percent (2%) of each production run to insure
                  that the
                  Product meets the agreed-upon QA/QC Specification based on Attachment
                  B.
                  Inspection must be completed no later than 24 hours prior to the
                  scheduled
                  ship date, or shipment delays will result. MKD shall not be held
                  responsible for shipment delays due to late inspection by
                  SP.

              


      

       

      
        	
                7.04

              	
                In
                  addition to SP's inspection, AeroGrow reserves the right to pre-shipment
                  inspection for quality control compliance in MKD's facility by
                  random
                  sampling. Should AeroGrow decide to place their own agents in MKD's
                  facility, MKD agrees to accommodate all reasonable requests from
                  AeroGrow
                  in this regard so long as advance notice has been provided by AeroGrow
                  or
                  it's agents to MKD.

              


      

       

      
        	
                7.05

              	
                MKD
                  will provide a work area for a designated AeroGrow or SP employee
                  or agent
                  within the MKD factories at no cost to AeroGrow. The work area
                  is to be
                  equipped with a phone, Internet connection, access to a printer,
                  as well
                  as a desk and chair. AeroGrow will pay MKD for the cost of the
                  phone and
                  Internet connection for any direct expenses incurred by the AeroGrow
                  personnel.

              


      

       

      
        	
                8

              	
                Product
                  Acceptance and Warranties

              


      

       

      
        	
                8.01

              	
                MKD
                  is expected to deliver quality product in conformance to all Product
                  specifications, workmanship standards, and the agreed-upon QA/QC
                  Specification based on Attachment B. MKD is expected to institute
                  appropriate quality controls at its factory to prevent the shipment
                  of any
                  defective Product to AeroGrow or its designee. In the addition
                  to the
                  previously stated right to sample and approve each production lot
                  at MKD's
                  factory prior to shipment, AeroGrow reserves the right to audit
                  MKD's
                  facilities, conduct source inspections, and/or inspect Product
                  at MKD's
                  factory, and distribution and repair
                  centers.

              


      

       

      
        	
                8.02

              	
                While
                  AeroGrow may have sampled and approved each production lot in MKD's
                  factory prior to shipment, it is possible that workmanship defects
                  may
                  subsequently be discovered. In the event that such defects result
                  from
                  poor workmanship and not product design, than AeroGrow may return
                  the
                  defective Products to MKD and MKD shall be liable for any and all
                  direct
                  costs and liabilities incurred by
                  AeroGrow.

              


      

       

      
        	
                8.03

              	
                MKD
                  warrants that the Product will conform to Attachment A (Bill of
                  Materials)
                  and Attachment B (QA/QC Spec), and will be free from defects in
                  workmanship. MKD and AeroGrow will agree on a "model product" to
                  be used
                  as a standard to which the Product manufactured by MKD must aesthetically
                  and functionally conform.

              


      

       

      For
        purposes of this agreement, all Product that does not conform to the "model
        product" or warranties described above will be referred to as "Non-conforming
        Product".

       

      
        
          	
                	"Non-conforming"
                  Product includes:
	 	
                  •

                	
                  Assembly
                    errors,

                
	 	
                  •

                	
                  Improper
                    fit due to parts out of tolerance as defined by the QA
                    standards,

                
	 	
                  •

                	
                  Missing
                    parts,

                


           

          
            
               

            

            
              -
                11
                -

              
                

              

            

            
               

            

          

          
            	 	
                    •

                  	
                    Improper
                      substitution of parts,

                  
	 	
                    •

                  	
                    Improper
                      packing resulting in visibly damaged or marred parts

                  
	 	
                    •

                  	
                    Contaminated
                      parts during assembly,

                  
	 	
                    •

                  	
                    Improper
                      soldering of components or wiring,

                  
	 	
                    •

                  	
                    Improper
                      application of decorative labels or parts, and

                  
	 	
                    •

                  	
                    Excess
                      flux remaining on the PCBA causing corrosion

                  
	 	
                    •

                  	
                    Leads
                      not trimmed short enough on the PCBA

                  
	 	
                    •

                  	
                    Failure
                      to fully test microprocessors after packaging into DIP
                      packages

                  
	 	
                    •

                  	
                    DIP
                      packaging or wire bonding errors

                  
	 	
                    •

                  	
                    Static
                      damage to parts

                  
	 	
                    •

                  	
                    Variations
                      in translucence of ABS

                  
	 	
                    •

                  	
                    Variation
                      in ABS color from color ordered and from part to part as defined
                      by a
                      visual test performed against the model product by an AeroGrow
                      approved
                      inspector

                  
	 	
                    •

                  	
                    Excess
                      flash on plastic parts

                  
	 	
                    •

                  	
                    Texture
                      mismatch due to uneven texture wear in molds

                  
	 	
                    •

                  	
                    Residues
                      or contaminants from improper handling, cleaning, mold release
                      etc.

                  
	 	
                    •

                  	
                    Soiled,
                      marked or otherwise contaminated components from poor handling
                      conditions
                      or storage

                  
	 	
                    •

                  	
                    Items
                      added to box or components that should not be there such as
                      internal
                      documents, labels or stickers

                  
	 	
                    •

                  	
                    parts
                      damaged by manufacturing or handling process

                  
	 	
                    •

                  	
                    Using
                      parts from non-approved vendor

                  
	 	
                    •

                  	
                    Assembly
                      shortcuts like not using enough screws, especially where not
                      visible

                  
	 	
                    •

                  	
                    Building
                      or using down-level parts or assemblies

                  
	 	
                    •

                  	
                    PCB
                      testing to wrong specs

                  
	 	
                    •

                  	
                    Defects
                      in chrome plating, products that match the model product are
                      considered
                      conforming

                  
	 	
                    •

                  	
                    Wrong
                      bulbs

                  
	 	
                    •

                  	
                    Failure
                      to execute proper final system test

                  
	 	
                    •

                  	
                    Failure
                      to install new battery with pull tab

                  
	 	
                    •

                  	
                    Excess
                      solder

                  
	 	
                    •

                  	
                    MCU
                      not fully seated in socket

                  
	 	
                    •

                  	
                    Improper
                      wire routing or lack of service loop

                  
	 	 	 
	 	
                    AeroGrow
                      may add additional non-conforming items overtime, but any new
                      additions
                      will only apply to subsequent orders.

                  
	 	 	 
	 	
                    MKD's
                      warranty does not apply to:

                  
	 	
                    •

                  	
                    Product
                      which precisely conforms to Attachment A (Bill of
                      Materials)

                  
	 	
                    •

                  	
                    Product
                      which precisely conforms to AeroGrow's 2-dimensional or 3-dimensional
                      drawings

                  
	 	
                    •

                  	
                    Product
                      which precisely conforms to Attachment B (QA/QC Spec)

                  
	 	
                    •

                  	
                    Product
                      which precisely conforms to the agreed-upon "model
                      product"

                  
	 	
                    •

                  	
                    Abuse
                      from incorrect use of the product,

                  


             

            
              
                 

              

              
                -
                  12
                  -

                
                  

                

              

              
                 

              

            

            
              	 	
                      •

                    	
                      Damage
                        resulting from shipping abuse,

                    
	 	
                      •

                    	
                      Abuse
                        from incorrect cleaning solutions or solvents,

                    
	 	
                      •

                    	
                      Discoloration
                        and degradation of AeroGrow-specified materials caused by
                        exposure to
                        sunlight or artificial light

                    
	 	
                      •

                    	
                      Surface
                        marking or discoloration from abrasives or sharp
                        instruments,

                    
	 	
                      •

                    	
                      Damage
                        resulting from impacts that exceed the impact strength of
                        AeroGrow-specified materials

                    
	 	
                      •

                    	
                      Damage
                        resulting from shipping abuse

                    
	 	
                      •

                    	
                      Damage,
                        marking, or discoloration from any cleaning materials other
                        than water and
                        mild soap

                    
	 	
                      •

                    	
                      Plants
                        not growing for any biological reason

                    
	 	
                      •

                    	
                      Damage
                        caused by electrical spikes and surges

                    
	 	
                      •

                    	
                      Defects
                        or malfunction resulting from the design of the Product

                    
	 	
                      •

                    	
                      Errors
                        or omissions in Attachment A or Attachment B

                    
	 	
                      •

                    	
                      Misuse
                        and/or abuse of the
                        Product.

                    


            

          

        

      

       

      
        	
                8.04

              	
                MKD
                  will ship to AeroGrow's customer service center Replacement Part
                  Assemblies (a) base with circuit board, (b) lampshade/rim, (c)
                  deck/door/pump tower, (d) pump/pump door, (e) light bulbs, (f)
                  telescopic
                  pole) in UPS shippable brown craft boxes with assembly instructions
                  for
                  using in repair/replacing Non-conforming Products at no cost to
                  AeroGrow.
                  MKD will limit light bulb replacements to 1 % of AeroGrow orders.
                  MKD will
                  initially ship to AeroGrow's customer service center Replacement
                  Assemblies for all other items outside of light bulbs, representing
                  .5% -
                  2% of total products ordered. AeroGrow will monitor product defects
                  and
                  determine if the .5 - 2% should continue for each order (Purchase
                  Order)
                  issued and direct MKD accordingly. AeroGrow will allow MKD to use
                  any
                  excess capacity in each container to ship these Replacement Part
                  Assemblies at no cost, but MKD must still deliver the required
                  Replacement
                  Part Assemblies with each order as required even if it requires
                  dedicated
                  shipping. AeroGrow will notify MKD of Non-confirming Products in
                  writing
                  within seven (7) days of discovery. The discovery period is limited
                  to the
                  duration period of maximum
                  warranty.

              


      

       

      AeroGrow
        may also purchase Replacement Part Assemblies at an agreed upon cost for
        use in
        assisting customers with products outside of MKD's warranty.

       

      Diagnosis
        of returned units or "Non-conforming" Product is the sole responsibility
        of
        AeroGrow at no cost to MKD.

       

      MKD's
        guarantee of material and workmanship product quality and required remedy
        will
        be limited to the lesser of 1) thirteen (13) months from the On Board date
        for
        each respective shipment, or 2) six (6) months from the date of warranty
        registration by the end user, 3) six (6) months from the purchase date shown
        on
        a purchase receipt by the end user, if a purchase receipt is available. MKD
        shall warrant materials and purchased components but only to the extent that
        the
        original manufacturer (OEM) warrants the materials and purchased components.
        MKD
        must fully disclose the length and terms of each manufacturer's warranties
        on
        materials or parts purchased by MKD.

       

      MKD
        or an
        MKD authorized agent may inspect Non-conforming product at an AeroGrow customer
        service or repair center. AeroGrow will keep records of all repairs and returns
        which will be made available to MKD for their review. Defective Product will
        be
        kept for no more than 30 days for inspection.

       

      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                8.05

              	
                Repeated
                  failures by MKD to meet the established Quality Assurance standards
                  will
                  constitute a breach of this Agreement, and will be grounds for
                  its
                  termination.

              


      

       

      
        	
                8.06

              	
                In
                  the event of a product liability claim, AeroGrow agrees that, if
                  promptly
                  notified in writing, and given sole control of the defense and
                  all related
                  settlement negotiations, it will hold MKD and SP harmless from
                  any third
                  party loss, damage or injury which arises from any alleged defect
                  of
                  AeroGrow's design of any Products. MKD agrees that it will similarly
                  defend and hold AeroGrow and SP harmless from any third party loss,
                  damage
                  or injury arising from any workmanship defect of any
                  products.

              


      

       

      
        	
                8.07

              	
                AeroGrow
                  will provide MKD with the right to review the customer warranty
                  records
                  and warranty repair/replacement
                  log.

              


      

       

      
        	
                9

              	
                Term
                  of the Agreement/ Termination

              


      

       

      
        	
                9.01

              	
                The
                  term of this Agreement shall commence on the date hereof above
                  and shall
                  continue for one (1) year thereafter or until terminated as described
                  in
                  Sub-clause 9.02. After the expiration of the original term hereunder
                  (unless this Agreement has been terminated), this Agreement shall
                  be
                  automatically renewed for separate but successive one (1) year
                  terms,
                  subject to Sub-clause 9.02 below.

              


      

       

      
        	
                9.02

              	
                The
                  Agreement may be terminated by AeroGrow or MKD on 180 days written
                  notice
                  to the other.

              


      

       

      
        	
                9.03

              	
                The
                  Agreement may be terminated by SP on 60 days written notice only
                  if
                  AeroGrow defaults on payments that are due to SP and such default
                  is not
                  cured within 30 days of such written notice being
                  delivered.

              


      

       

      
        	
                9.04

              	
                If
                  any Party is adjudicated bankrupt, or if a receiver is appointed
                  for the
                  any Party or for a substantial portion of its assets, or if an
                  assignment
                  for the benefit of creditors of any Party is made, or if any Party
                  is
                  dissolved or liquidated or has a petition for dissolution or liquidation
                  filed which is not dismissed within 45 days, the other Parties
                  are still
                  bound by this Agreement.

              


      

       

      
        	
                9.05

              	
                Termination
                  of this Agreement for any reason shall not affect the obligations
                  of any
                  Party as described in this Agreement which exist as of the date
                  of
                  termination. Clauses 10, 11 and 12 shall survive the termination
                  of this
                  Agreement. Should SP or MKD fail to perform under this Agreement,
                  AeroGrow
                  will be relieved of all existing obligations to the non-performing
                  Party
                  other than those specifically included in this Agreement as described,
                  but
                  not limited to, in paragraph 9.06.

              


      

       

      
        	
                9.06

              	
                Immediately
                  upon termination, all MKD work in process will be completed and
                  following
                  inspection and approval by an AeroGrow agent, shipped immediately
                  to
                  AeroGrow or its designated agents. Any and all raw materials and
                  components previously authorized and paid for by AeroGrow will,
                  following
                  AeroGrow's inspection and approval, be shipped to AeroGrow or its
                  designated agents upon full payment of all approved parts from
                  inspection.

              


      

       

      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                9.07

              	
                In
                  the event of termination prior to the time AeroGrow's Shares are
                  publicly
                  listed on an exchange in the United States of America, SP shall
                  have an
                  option to require AeroGrow to pay for the Tooling in full in a
                  monetary
                  sum. Such option shall be exercisable by notice in writing from
                  SP. On the
                  receipt of such notice, AeroGrow shall forthwith pay to SP the
                  full SP
                  Tooling Outlay and SP shall immediately return to AeroGrow any
                  SP Tooling
                  Stock.

              


      

       

      
        	
                9.08

              	
                In
                  the event of termination of this Agreement for any reason after
                  AeroGrow's
                  Shares are publicly listed on an exchange in the United States
                  of America,
                  but less than 12 months following the date of the IPO, if the SP
                  Tooling
                  Stock Valuation is below the SP Tooling Outlay as of the date of
                  termination, AeroGrow shall on written notification from SP immediately
                  pay in cash to SP the difference between the SP Tooling Outlay
                  and the SP
                  Tooling Stock Valuation as of the termination
                  date.

              


      

       

      
        	
                10

              	
                Patents,
                  Copyrights, Trade Secrets, and Other Proprietary
                  Rights

              


      

       

      
        	
                10.01

              	
                AeroGrow
                  owns all the patents (both issued and pending), copyrights, and
                  trade
                  secrets related to the Products. AeroGrow's patents are detailed
                  in
                  Attachment D. AeroGrow is in the process of preparing other applications
                  on other inventions not yet described in Attachment D. AeroGrow
                  will
                  advise SP and MKD of the additional Serial Numbers as additional
                  applications are filed.

              


      

       

      
        	
                10.02

              	
                AeroGrow
                  shall defend, indemnify, and hold MKD and SP harmless from any
                  claim
                  alleging that MKD's manufacture of the Products under this Agreement
                  directly infringes any third party's patents, copyrights, or trade
                  secrets. MKD and SP shall promptly notify AeroGrow in writing of
                  any such
                  claims, and give AeroGrow any and all assistance in resolving such
                  claims.
                  This indemnity clause does not encompass negligence or other willful
                  misconduct of the part of the non-prevailing
                  parties.

              


      

       

      
        	
                10.03

              	
                SP,
                  MKD and AeroGrow acknowledge that during the course of the business
                  relationship certain product improvements are likely to be developed.
                  Regardless of the source of these product improvements, SP and
                  MKD
                  acknowledge that all product improvements will remain the sole
                  property of
                  AeroGrow.

              


      

       

      
        	
                10.04

              	
                MKD
                  will assist AeroGrow in the filing of Chinese patent applications.
                  Any
                  expenses in the filing of patents must be pre-approved in writing
                  by
                  AeroGrow. All agencies and third parties involved in the filing
                  process
                  will invoice AeroGrow directly.

              


      

       

      
        	
                11

              	
                Confidentiality

              


      

       

      
        	
                11.01

              	
                All
                  written or otherwise communicated information provided by AeroGrow
                  to MKD
                  and SP intended to enable MKD to manufacture and deliver the Product
                  under
                  this Agreement, shall be considered Confidential Information. MKD
                  and SP
                  agree not to utilize or disclose this Confidential Information
                  to any
                  third party, or to use it for any purpose other than that described
                  in
                  this Agreement without the prior written consent of
                  AeroGrow.

              


      

       

      
        
          
          

        

        
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                11.02

              	
                Confidential
                  Information disclosed by AeroGrow to MKD and SP pursuant to this
                  Agreement
                  shall be maintained as confidential for a period of three (3) years
                  following the termination of this Agreement. Upon termination of
                  the
                  Agreement, MKD and SP agrees to return all documents to
                  AeroGrow.

              


      

       

      
        	
                12

              	
                Miscellaneous

              


      

       

      
        	
                12.01

              	
                This
                  Agreement constitutes the entire agreement between MKD, SP and
                  AeroGrow
                  with respect to the transactions contemplated hereby, and supersedes
                  all
                  prior agreements and understandings between the
                  parties.

              


      

       

      
        	
                12.02

              	
                MKD,
                  SP and AeroGrow shall all hold the terms of this Agreement in confidence,
                  except for disclosure to each Party's respective financial and
                  legal
                  advisors, unless the Party desiring to release the information
                  obtains the
                  written consent of the other
                  Parties.

              


      

       

      
        	
                12.03

              	
                This
                  Agreement maybe amended only by the written consent of all parties
                  hereto.

              


      

       

      
        	
                12.04

              	
                Neither
                  MKD, SP nor AeroGrow shall be deemed to be an agent of the other
                  Party,
                  and all parties acknowledge that the relationship between them
                  is that of
                  independent contractors. As such, neither MKD, SP nor AeroGrow
                  has any
                  right to assume or create any obligations on the part of the other
                  or make
                  any representations or warranties to any third party on behalf
                  of any of
                  the others.

              


      

       

      
        	
                12.05

              	
                In
                  the event a dispute between the parties hereunder with respect
                  to this
                  Agreement must be resolved by litigation or other proceeding, the
                  prevailing Party shall be entitled to receive reimbursement for
                  all
                  reasonable attorneys' fees from the non-prevailing
                  Party.

              


      

       

      
        	
                12.06

              	
                This
                  Agreement shall be governed by and construed under the laws of
                  the State
                  of Colorado. All parties consent to the exclusive jurisdiction
                  of the
                  state and federal courts in Denver County,
                  Colorado.

              


      

       

      
        	
                12.07

              	
                This
                  Agreement shall be binding on and inure to the benefit of the parties
                  hereto and their respective successors, and assignees. Neither
                  MKD, SP nor
                  AeroGrow shall have the right to assign or otherwise transfer its
                  rights
                  or obligations under this Agreement except with the prior written
                  consent
                  of all other parties, which is not to be unreasonably
                  withheld.

              


      

       

      
        	
                12.08

              	
                MKD
                  agrees to comply with environmental laws, laws concerning export
                  control,
                  and laws relating to the registration of this
                  Agreement.

              


      

       

      
        	
                12.09

              	
                In
                  the event that MKD, SP, or AeroGrow is prevented from performing,
                  or is
                  unable to perform, any obligations under this Agreement due to
                  any act of
                  God, fire, any natural disaster, or any man-created event such
                  as war,
                  strike, etc., which is beyond the reasonable control of the affected
                  Party, and if the affected Party has taken all reasonable steps
                  to
                  mitigate the effects of this occurrence, and has given prompt written
                  notice to the other Parties, then its performance shall be excused
                  and the
                  time for performance shall be extended for the delay so created.
                  Regardless of the source of the delay, however, if the affected
                  Party is
                  not able to perform within 180 days after such event, either of
                  the
                  unaffected Parties may, at their sole discretion, terminate this
                  Agreement. Such termination shall not affect the obligations of
                  any Party
                  that exist as of the date of
                  termination.

              


      

       

      
        
          
          

        

        
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                12.10

              	
                If
                  any of the provisions of this Agreement are found by any court
                  or tribunal
                  of competent jurisdiction to be unenforceable, then such provisions
                  will
                  be enforced to the maximum extent permissible, and the remaining
                  provisions of this Agreement will be unaffected thereby and will
                  remain in
                  full force and effect.

              


      

       

      
        	
                12.11

              	
                No
                  waiver of any provision of this Agreement affecting AeroGrow and
                  MKD shall
                  be effective except by written agreement signed by both parties.
                  The
                  failure by either Party at any time to require performance of the
                  other
                  Party of any provision of this Agreement will in no way affect
                  the right
                  of such Party thereafter to enforce the same provision, nor will
                  the
                  waiver by either Party of any breach of any provision hereof be
                  taken or
                  held to be a waiver of any other or subsequent breach, or as a
                  waiver of
                  the provision itself.

              


      

       

      
        	
                12.12

              	
                No
                  waiver of any provision of this Agreement affecting AeroGrow and
                  SP shall
                  be effective except by written agreement signed by both parties.
                  The
                  failure by either Party at any time to require performance of the
                  other
                  Party of any provision of this Agreement will in no way affect
                  the right
                  of such Party thereafter to enforce the same provision, nor will
                  the
                  waiver by either Party of any breach of any provision hereof be
                  taken or
                  held to be a waiver of any other or subsequent breach, or as a
                  waiver of
                  the provision itself.

              


      

       

      
        	
                12.13

              	
                All
                  notices and other communications required or permitted under this
                  Agreement will be in writing, and will be deemed given (i) when
                  delivered
                  personally, (ii) when sent by confirmed facsimile, or e-mail transmission,
                  (iii) one (1) day after having been sent by commercial overnight
                  courier
                  with written verification of receipt, or (iv) five (5) days after
                  having
                  been sent by registered or certified airmail, return receipt requested,
                  or
                  upon actual receipt thereof, whichever occurs first. All communications
                  will be sent to the receiving Party's address on the first page
                  of this
                  Agreement or to such other address that the receiving Party may
                  have
                  provided for the purpose of notice.

              


      

       

      
        	
                12.14

              	
                While
                  AeroGrow may use its standard Purchase Order form to release items,
                  quantities, prices, schedules, change notices, specifications or
                  other
                  notice provided for hereunder, in the event of any conflict, discrepancy,
                  or inconsistency between this Agreement and any Purchase Order
                  or any
                  other document delivered pursuant hereto, such Purchase Order or
                  document
                  shall be governed by the terms and conditions of this
                  Agreement.

              


      

       

      
        	
                12.15

              	
                This
                  Agreement may be executed in up to four (4) counterparts, each
                  of which
                  shall be deemed or organized, but all of which shall constitute
                  one and
                  the same instrument.

              


      

       

      
        
          
          

        

        
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      IN
        WITNESS whereof the parties hereto have signed this Agreement respectively
        on
        the date and in the month and year first above written.

       

      
        	For and on behalf of	 	For
                and on behalf of	 
	Mingkeda Industries CO., LTD.,	 	AeroGrow International, Inc.	 
	
                GuangDong,
                  PRC

              	 	 	 
	 	 	 	 
	/s/
                Mo Hezhao	 	
                /s/
                  Randy Seffren

              	 
	 	 	 	 
	For and on behalf of Source Plus,
                Inc.	 	
                For
                  and on behalf of Mingkeda Industries

              	 
	 	 	
                CO.,
                  LTD., Hong Kong

              	 
	 	 	 	 
	/s/
                Robert Tomko	 	/s/
                Randy Seffren	 
	
              	 	 	 


      

    

     

     

    
      
         

      

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