DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684-5708

Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of corporation:

Aero Grow International, Inc.

2. The articles have been amended as follows (provide article numbers, if available):

The First Article of the Articles of Incorporation is hereby amended to change the name of the corporation. As amended it shall read, “FIRST: The name of the corporation is AeroGrow International, Inc.”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 3,260,470 shares of common stock, the only capital stock issued and outstanding and entitled to vote approved the amendment, representing 57.8% of the issued and outstanding stock of such class.*

4. Effective date of filing (optional): _________________________________________________________________________________

(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required): __________________________/s/ W. Michael Bissonnette______________________________________

W. Michael Bissonnette, Chief Executive Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

*This form must be accompanied by appropriate fees. See attached fee schedule.*	Nevada Secretary of State AM 78.365 Amend 2003
	Revised on 11/03/03

149605.3