Contribution Agreement

This Contribution Agreement (this “Agreement”), effective the 25th day of October, 2010, is entered into by and among the following shareholders of AeroGrow International, Inc., a Nevada corporation (“AeroGrow” or the “Company”):  Jack J. Walker (“Walker”), H. MacGregor Clarke (“Clarke”) and J. Michael Wolfe (“Wolfe”) (each a “Guarantor” and together the “Guarantors”)

A.           The Guarantors have each individually guaranteed certain corporate obligations of the Company to repay up to an aggregate of $1.5 million in 15% Convertible Notes (the “Notes”) pursuant to a written Guaranty dated October 21, 2010 (the “Guaranty”).  For the purposes of this Agreement, any individual obligation or liability of any of the Guarantors to satisfy or pay an obligation or liability of the Company under the Notes shall be referred to as the “Obligation”.

B.    The Guarantors desire to allocate among themselves in a fair and equitable manner their respective liabilities for the Obligation incurred by any of them.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein below set forth, the parties hereto agree as follows:

1.             Each Guarantor covenants and agrees that he will be liable for and pay his Fair Share, as defined herein, of any Obligation incurred by any Guarantor or Guarantors under the Guaranty.

2.             In the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) in satisfaction of the Obligation, which payment exceeds such Guarantor’s Fair Share as of such date (an “Overpayment”), such Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall as of such date, with the result that all such contributions will cause each Guarantor's Aggregate Payments to equal his Fair Share as of such date.

3.             In the event of an Overpayment, the Funding Guarantor shall provide written notice thereof to each of the other Guarantors within 30 days after the date on which the Overpayment is made (the “Overpayment Notice”).  The Overpayment Notice shall state (i) the amount of the payment or distribution made by the Funding Guarantor, (ii) the Fair Share as of the date that such payment or distribution was made and (iii) the Fair Share Shortfall demanded from each Guarantor.  Within 10 days after receipt of an Overpayment Notice, each Guarantor must either (i) submit to the Funding Guarantor the amount of such Guarantor’s Fair Share Shortfall as demanded in the Overpayment Notice or (ii) reply in writing that such Guarantor disputes the amount demanded and provide a detailed explanation thereof.  If the Funding Guarantor and any other Guarantor cannot agree on the amount, if any, owed to the Funding Guarantor within 60 days after the payment or distribution by the Funding Guarantor, then the parties shall submit the matter to mandatory binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. In any such arbitration proceeding, the prevailing party shall be entitled to recover all costs incurred in connection therewith, including attorneys’ fees.