WAIVER AGREEMENT AND WRITTEN CONSENT OF THE STOCKHOLDERS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF ADVANCED GROWING SYSTEMS, INC.

This Waiver Agreement and Written Consent of the Stockholders of the Series A Convertible Preferred Stock (this “Agreement and Consent”) is made by and between Advanced Growing Systems, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Holders”), and is effective as of December 31, 2008.

WHEREAS , the Holders and the Company entered into that certain Series A Convertible Preferred Stock Purchase Agreement dated as of March 9, 2007 (the “SPA”) pursuant to which the company issued shares of its Series A Convertible Preferred Stock (the “Preferred Stock”);

WHEREAS, the Board of Directors of the Company created the Preferred Stock pursuant to the filing of the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on or about March 7, 2007;

WHEREAS, pursuant to Section 7.3 of the SPA, the SPA may be amended by a written instrument executed by the Company and the holders of at least seventy-five percent (75%) of the Preferred Stock, but no consideration may be offered  to amend or consent to waive any provision of the SPA unless such consideration is offered to all holders of the Preferred Stock;

WHEREAS , pursuant to Section 10 of the Certificate of Designation, the consent by the holders of at least seventy-five percent (75%) of the shares of Preferred Stock  are needed for any amendment to the Certificate of Designation;

WHEREAS , pursuant to Section 3.21 of the SPA and Section 5(d)(ii) of the Certificate of Designation, the holders of the Preferred Stock were entitled to a reduction of the Conversion Price (as that term is defined in the Certificate of Designation) of the Preferred Stock;

WHEREAS , the Company has issued to each of the Holders shares of its Series B Convertible Preferred Stock eq