Steele Street State Bank Uses in Appointment Clause

Appointment 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").

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to $3,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents to offer and sell the Units as subagents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of three Unit per investor is required, unless the Company and Placement Agent agree to allow a minimum purchase of one or two Units per investor, provided, in no case, shall any fractional Units be sold in the Offering. The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to a segregated account maintained by the Company at Steele Street State Bank ("Segregated Account"), (ii) all subscribers' checks shall be made payable to and deposited into the Segregated Account, (iii) all subscribers' check will be transmitted directly to Steele Street State Bank by noon of the next business day after receipt by the Placement Agent or the Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Segregated Account until such time as the subscription has been accepted by the Company and approved by the Placement Agent, and (vi) Steele Street State Bank shall disburse funds from the Segregated Account only upon the written direction signed by the Company and the Placement Agent.

Appointment from Agreement

Aero Grow International, Inc. ("Company") proposes to offer, offer for sale and sell up to 2,400,000 Units at an offering price of $5.00 per Unit, to accredited investors. The offering of the Units ("Offering") is being made on a best efforts, $5,000,000 minimum ("Minimum Amount") $12,000,000 maximum ("Maximum Amount") basis. Each Unit shall consist of one share of Common Stock and one Warrant. Each Warrant is exercisable for one share of Common Stock at an exercise price of $6.25 per share. Each Warrant will be non-redeemable and will be exercisable for five years from the closing of this Offering. There will be only one closing of this Offering.

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to $12,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents (including foreign banks, dealers and institutions) to offer and sell the Units as sub-agents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of 5,000 Units per investor is required. No fractional Units will be sold in the Offering . The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to an escrow account ("Escrow Account") maintained by Steele Street State Bank, Denver, Colorado ("Escrow Agent") under the name "Keating - AeroGrow Escrow Account," (ii) all subscribers' checks shall be made payable to and deposited into the Escrow Account, (iii) all subscribers' check will be transmitted directly to the Escrow Agent by noon of the next business day after receipt by the Placement Agent or the Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Escrow Account until such time as subscriptions in the Minimum Amount have been accepted by the Company and approved by the Placement Agent, and (vi) the Escrow Agent shall disburse funds from the Escrow Account only upon the written direction signed by the Company and the Placement Agent.

Appointment from Agreement

Aero Grow International, Inc. ("Company") proposes to offer, offer for sale and sell up to 2,400,000 Units at an offering price of $5.00 per Unit, to accredited investors. The offering of the Units ("Offering") is being made on a best efforts, $5,000,000 minimum ("Minimum Amount") $12,000,000 maximum ("Maximum Amount") basis. Each Unit shall consist of one share of Common Stock and one Warrant. Each Warrant is exercisable for one share of Common Stock at an exercise price of $6.25 per share. Each Warrant will be non-redeemable and will be exercisable for five years from the closing of this Offering. There will be only one closing of this Offering.

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to $12,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents (including foreign banks, dealers and institutions) to offer and sell the Units as sub-agents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of 5,000 Units per investor is required. No fractional Units will be sold in the Offering . The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to an escrow account ("Escrow Account") maintained by Steele Street State Bank, Denver, Colorado ("Escrow Agent") under the name "Keating - AeroGrow Escrow Account," (ii) all subscribers' checks shall be made payable to and deposited into the Escrow Account, (iii) all subscribers' check will be transmitted directly to the Escrow Agent by noon of the next business day after receipt by the Placement Agent or the Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Escrow Account until such time as subscriptions in the Minimum Amount have been accepted by the Company and approved by the Placement Agent, and (vi) the Escrow Agent shall disburse funds from the Escrow Account only upon the written direction signed by the Company and the Placement Agent.

Appointment 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").

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to $3,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents to offer and sell the Units as subagents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of three Unit per investor is required, unless the Company and Placement Agent agree to allow a minimum purchase of one or two Units per investor, provided, in no case, shall any fractional Units be sold in the Offering. The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to a segregated account maintained by the Company at Steele Street State Bank ("Segregated Account"), (ii) all subscribers' checks shall be made payable to and deposited into the Segregated Account, (iii) all subscribers' check will be transmitted directly to Steele Street State Bank by noon of the next business day after receipt by the Placement Agent or the Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Segregated Account until such time as the subscription has been accepted by the Company and approved by the Placement Agent, and (vi) Steele Street State Bank shall disburse funds from the Segregated Account only upon the written direction signed by the Company and the Placement Agent.

Appointment 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").

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to $3,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents to offer and sell the Units as subagents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of three Unit per investor is required, unless the Company and Placement Agent agree to allow a minimum purchase of one or two Units per investor, provided, in no case, shall any fractional Units be sold in the Offering. The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to a segregated account maintained by the Company at Steele Street State Bank ("Segregated Account"), (ii) all subscribers' checks shall be made payable to and deposited into the Segregated Account, (iii) all subscribers' check will be transmitted directly to Steele Street State Bank by noon of the next business day after receipt by the Placement Agent or the Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Segregated Account until such time as the subscription has been accepted by the Company and approved by the Placement Agent, and (vi) Steele Street State Bank shall disburse funds from the Segregated Account only upon the written direction signed by the Company and the Placement Agent.