0001185185-09-001231 Sample Contracts

August 28, 2009
AeroGrow International, Inc. • November 19th, 2009 • Retail-building materials, hardware, garden supply • Oklahoma
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WAIVER
Waiver • November 19th, 2009 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply • Oklahoma

This Waiver (the "Waiver") is made and entered into this 19th day of November, 2009 by and between AeroGrow International, Inc., a Nevada corporation (“Borrower”) Jack J. Walker, a resident of the state of Colorado (the “Limited Guarantor”), Jervis B. Perkins and H. MacGregor Clarke, both residents of the state of Colorado (collectively, the “Validity Guarantors”), and FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”).

TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 19th, 2009 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply

THIS TEMPORARY AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made and effective this 30th day of September, 2009 by and among AEROGROW INTERNATIONAL, INC. (“Borrower”), Greg Clarke and H. MacGregor Clarke, both individual residents of the state of Colorado, Jervis B. Perkins, an individual resident of the state of Illinois (collectively, the “Validity Guarantors”), JACK J. WALKER, an individual resident of the state of Colorado (“Guarantor”; Borrower and Guarantor are collectively referred to herein as “Obligors”) and FCC, LLC d/b/a First Capital ("Lender").

CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • November 19th, 2009 • AeroGrow International, Inc. • Retail-building materials, hardware, garden supply

Principal $1,000,000.00 Loan Date 07-19-2009 Maturity 11-30-2009 Loan No. 42431 Call / Call 4A1 / BA Account Officer 10033 Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations. Borrower: AEROGROW INTERNATIONAL, INC. JACK J WALKER 6075 LONGBOW DRIVE SUITE 20 BOULDER, CO 80301 Lender: First National Bank Canyon Branch 1155 Canyon Blvd. Boulder, CO 80302-5121

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