Placement Agent Uses in Assignment Clause

Assignment from Unsecured Convertible Promissory Note

AeroGrow International, Inc. ("Company") proposes to offer, offer for sale and sell up to $3,000,000 of securities, consisting of 300 units ("Units") at an offering price of $10,000 per Unit, to accredited investors. Each Unit will be comprised of a 10% unsecured convertible promissory note in the principal amount of $10,000 due June 30, 2006 ("Note") and 2,000 five-year warrants, each warrant providing for the purchase of one share of the Company's common stock at the exercise price of $5.01 per share ("Warrants").

Assignment. The Placement Agent may assign this Agreement to another company or firm under its common control. Otherwise, this Agreement shall not be assignable by any party to this Agreement without the express prior written consent of the other party to the Agreement, and in the event of an attempted assignment by one party to this Agreement without such consent, such attempted assignment shall be void and without effect.

Assignment from Unsecured Convertible Promissory Note

AeroGrow International, Inc. ("Company") proposes to offer, offer for sale and sell up to $3,000,000 of securities, consisting of 300 units ("Units") at an offering price of $10,000 per Unit, to accredited investors. Each Unit will be comprised of a 10% unsecured convertible promissory note in the principal amount of $10,000 due June 30, 2006 ("Note") and 2,000 five-year warrants, each warrant providing for the purchase of one share of the Company's common stock at the exercise price of $5.01 per share ("Warrants").

Assignment. The Placement Agent may assign this Agreement to another company or firm under its common control. Otherwise, this Agreement shall not be assignable by any party to this Agreement without the express prior written consent of the other party to the Agreement, and in the event of an attempted assignment by one party to this Agreement without such consent, such attempted assignment shall be void and without effect.

Assignment from Unsecured Convertible Promissory Note

AeroGrow International, Inc. ("Company") proposes to offer, offer for sale and sell up to $3,000,000 of securities, consisting of 300 units ("Units") at an offering price of $10,000 per Unit, to accredited investors. Each Unit will be comprised of a 10% unsecured convertible promissory note in the principal amount of $10,000 due June 30, 2006 ("Note") and 2,000 five-year warrants, each warrant providing for the purchase of one share of the Company's common stock at the exercise price of $5.01 per share ("Warrants").

Assignment. The Placement Agent may assign this Agreement to another company or firm under its common control. Otherwise, this Agreement shall not be assignable by any party to this Agreement without the express prior written consent of the other party to the Agreement, and in the event of an attempted assignment by one party to this Agreement without such consent, such attempted assignment shall be void and without effect.