SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of the 24 ^th day of October, 2008 (the “Amendment Date”), between AEROGROW INTERNATIONAL, INC. , a Nevada corporation (“Borrower”) and FCC, LLC d/b/a First Capital , a Florida limited liability company (“Lender”).

WHEREAS, Borrower and Lender are parties to that certain Loan and Security Agreement dated as of June 23, 2008 (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”); and

WHEREAS, the parties desire to amend the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a)           (i)            Interest on Loans .  Borrower will pay Lender or, at Lender’s option, Lender may charge Borrower’s loan account with, interest on the average daily net principal amount of loans outstanding hereunder, calculated monthly and payable on the first day of each calendar month, at a rate (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the sum of (i) the Base Rate (as defined below), plus (ii) the interest margin specified in Item 8 of the Schedule (the “Interest Margin”).  The Base Rate may not be the lowest or best rate at which Lender calculates interest or extends credit. The Base Rate for each calendar month shall be adjusted (if necessary) on the first day of such calendar month and shall be equal to the Base Rate in effect as of the close of business on the last Business Day of the immediately preceding calendar month.

  As used herein, the following terms shall have the following meanings:

“ Base Rate ” means, at any time, the greatest of (a) the Prime Rate (as defined below), or (b)  LIBOR (as defined below) plus 2.75%.

“ LIBOR ” means, at any time, an interest rate per annum equal to the interest rate per annum (rounded upwards, if necessary, to the nearest 1/100 ^th of 1%) as published in the “Money Rates” section of The Wall Street Journal (or another national publication selected by the Lender) as the one month London Interbank Offered Rate for United States dollar deposits or such other language (or, if such page shall cease to be publicly available or, if the information/description contained on such page, in Lender’s sole judgment, shall cease to accurately reflect such London Interbank Offered Rate, then such rate as reported by any publicly available recognized source of similar market data selected by Lender that, in Lender’s reasonable judgment, accurately reflects such London Interbank Offered Rate).

“ Prime Rate ” means, at any time, the rate of interest noted in The Wall Street Journal , Money Rates section, as the “Prime Rate” (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks).  In the event that The Wall Street Journal quotes more than on