PROMISSORY NOTE

PROMISSORY NOTE

For value received, in installments as herein provided, AEROGROW INTERNATIONAL, INC. (“ Maker ”), promises to pay to the order of MAIN POWER Electrical Factory Ltd, a Hong Kong Incorporated Company,(“Holder”) by wire transfer in immediately available funds to a U.S. Dollar-denominated bank account that Holder may from time to time designate in writing, the principal sum of ONE MILLION THREE HUNDRED EIGHTY EIGHT THOUSAND ONE HUNDRED NINETY and 79/100 U.S. Dollars ($1,388,190.79), as the same may be increased pursuant to Paragraphs 2(a) and 2(b) below, together with accrued interest from the date of disbursement hereunder on the unpaid principal balance at the rate of eight percent (8.0%) per annum.  As used herein, the term “Holder” shall mean Holder and any subsequent holder of this Note (this “ Note ”), whichever is applicable from time to time. The Holder and Maker acknowledge that this Note is being entered into in connection with a separate letter agreement dated this same date between the Holder and the Maker (“Letter Agreement”), which memorializes certain agreements that have been reached between the parties and pursuant to which this Note is being issued.

(a)           Interest; Capitalized Interest

Payments of interest only shall be made quarterly in arrears beginning on September 30, 2009, and on the same date every three months thereafter (each an “ Interest Payment Date ”), through and including June 30, 2011; provided , that for any Interest Payment Date prior to and including June 30, 2010, Maker may, at its sole option, elect to capitalize any accrued interest for such Interest Payment Date and add it to the outstanding principal balance of this Note.

(b)            Tooling Costs.

Under the Letter Agreement, Maker is required to pay Holder the sum of One Hundred Seventy Eight Thousand Two Hundred Fifty Seven and 48/100ths U.S. Dollars (US$178,257.48) (“Tooling Costs”), on or before July 31, 2009. If Maker fails to make this payment, then the Principal value of this Note shall be increased by the unpaid amount of the Tooling Costs and the maturity date of the Note accelerated,  so that the entire amount of this Note shall be immediately due and payable.

(c)           Principal Payments

Maker shall make payments of the principal balance of this Promissory Note in accordance with the following schedule:

This Note may be prepaid in full or in part, at any time and from time to time, without premium or penalty.  Maker shall have no right to reborrow any such prepaid amounts.  All prepayments shall be applied by Holder first, to the payment of accrued and unpaid interest; and last to the payment of principal.

Throughout the term of this Note, interest shall be calculated on the basis of a 365-day year, but shall be computed for the actual number of days in the period for which interest is charged.  If any payment of interest or principal to be made by Maker shall become due on a day other than a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing any interest with respect to such payment.  As used herein, the term “Business Day” shall mean a day other than Saturday or Sunday on which banks are open for business in Boulder, Colorado.

Principal and interest are payable in lawful money of the United States of America.

So long as the Note is outstanding: