EXHIBIT 10.15

                    EXCLUSIVE LICENSE AND REFERRAL AGREEMENT

      THIS LICENSE AND REFERRAL AGREEMENT ("Agreement") is made and effective as
of December 1, 2007 (the "Effective Date") by and between Nevr-Dull, Inc., a New
York  corporation  with an  address  of 19  Hanse  Avenue,  Freeport,  NY  11520
("Licensor"), and Organic Sales and Marketing, Inc., a Delaware corporation with
an address of 114 Broadway, Raynham, Massachusetts 02767 ('Licensee").

      WHEREAS,  Licensor is the licensee of its affiliated  company,  The George
Basch Company, Inc., the owner of the 'NEVR-DULL' trademark, name, label design,
and  corporate  and brand  identification,  as set forth on  Exhibit A  attached
hereto (the  "Licensed  Marks") and  Licensor  has the right to  sublicense  the
Licensed Marks;

      WHEREAS,  Licensor and Licensee wish to enter into this Agreement to grant
to Licensee the non-exclusive, right to manufacture, market, distribute and sell
products under the Licensed Marks for use on or in connection with organic based
cleaning  products  where  Licensor  has  registered  or applied to register its
NEVR-DULL trademark (the "Licensed Territory");

      NOW THEREFORE, in consideration of the mutual promises set forth below and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1.    License

1.1   License.  Subject to the terms and conditions of this Agreement,  Licensor
      hereby grants to Licensee a  non-transferable,  non-exclusive,  license to
      manufacture, distribute, market and sell products under the Licensed Marks
      in the  Licensed  Territory  for the term of this  Agreement  as set forth
      herein.  Licensor agrees that it will not manufacture,  have manufactured,
      distributed,  marketed  and/or  sold,  or  grant  any  other  license,  to
      manufacture,  have manufactured,  distribute, market and/or sell, products
      under the Licensed Marks in the Licensed  Territory during the term hereof
      without  Licensor's  written consent.  Except as expressly granted in this
      Agreement,  all right,  title,  and interest in and to the Licensed Marks,
      and  any  modifications  thereto  or  derivatives  thereof,   remain  with
      Licensor.

1.2   Restrictions.  Except as expressly  provided in this  Agreement,  Licensee
      shall  not:  (a)  transfer,  sell,  license,  sublicense,   distribute  or
      commercially exploit the Licensed Marks or (b) modify,  reproduce,  create
      derivative or collective  works from, or in any way otherwise  exploit the
      Licensed Marks in whole or in part without Licensor's written consent.

1.3   Licensor's Retained Right to Market and Sell. Licensor reserves the right,
      without obligation or liability to Licensee for payment of compensation or
      otherwise, to market any and all products under the Licensed Marks outside
      of the Licensed  Territory,  either directly  through its own employees to
      any persons or entities or through other licensees and/or manufacturers.

1.4   Licensee Marketing Efforts. Licensee shall use all commercially reasonable
      efforts to  develop,  manufacture,  distribute,  market and sell  products
      under the Licensed Marks in the Licensed Territory  throughout the term of
      this Agreement.


<PAGE>

                Exclusive License and Referral Agreement - Page 2

1.5   Licensor  Assistance.  Upon the  Effective  Date,  Licensor  shall provide
      Licensee  with  a  list  of  all of  Licensor's  customers  and  potential
      customers within the Licensed Territory. During the term of the Agreement,
      Licensor  shall  provide  Licensee  with any new customers in the Licensed
      Territory.

1.6   Licensee's  Use of the  Licensed  Marks.  Licensee  shall use the Licensed
      Marks on any products in the Licensed  Territory  only in accordance  with
      the  requirements of all applicable laws and regulations and in the manner
      and form reasonably  required by Licensor and shall conform to and observe
      such  reasonable  requirements as Licensor shall from time to time approve
      and Licensee accepts, including, without limitation, standards relative to
      the size, design,  position,  appearance,  marking,  color and the Manner,
      disposition  and use of the Licensed Marks on any products in the Licensed
      Territory.  Licensor  shall not use the Licensed Marks in any manner an on
      any products in the Licensed Territory without first obtaining  Licensor's
      approval.

2.    Fees and Reporting

2.1   Fees.  Subject  to the  terms of this  Agreement,  Licensee  shall  pay to
      Licensor  license fees equal to $0.25 per bottle or unit of products  sold
      under the Licensed  Marks in the Licensed  Territory  (the  "Fees").  Fees
      shall  be paid in cash  and  will  become  due and  payable  in the  month
      following the month in which Licensee  collects the revenues on which such
      Fees accrue.  In addition,  Licensee will grant to Licensor a stock option
      agreement,  the terms of which shall form an amendment  to this  Agreement
      and which  provides  that for every  $250,000 of  products  sold under the
      Licensed  Marks by Licensee,  Licensor shall be entitled to a stock option
      of 15,000 shares of Licensee.

2.2   Reporting.  Licensee  will provide  Licensor  with a monthly  report on or
      before the  thirtieth  (30`i')  day after the end of each  previous  month
      setting  forth in detail the sales of products  under the  Licensed  Marks
      during such month,  including  customer names,  volume and sales prices by
      product  number,  and all other  information  necessary  for  Licensor  to
      calculate  the Fees that  have  accrued  for such  month,  accompanied  by
      payment in full of all such Fees.  In  addition,  Licensee  shall  provide
      Licensor on a weekly basis a copy of all invoices relating to the sales of
      products bearing the Licensed Marks.

2.3   Audit  Rights.  Licensor  or  Licensor's  designated  agent shall have the
      right, upon reasonable prior notice, to audit Licensee's books and records
      at Licensee's  principal  place of business during normal working hours to
      verify Licensee's compliance with the provisions of this Agreement.

3.    Term and Termination

3.1   Initial Term.  This  Agreement  shall  commence on the Effective  Date and
      continue for an initial term of one (1) year, unless otherwise  terminated
      in accordance with this Agreement (the "Term"). Thereafter, this Agreement
      shall be automatically renewed for additional one (1) year periods, unless
      either party  terminates this Agreement,  with or without cause, by giving
      at least (90) days written notice prior to the end of each (1) year period
      of its intent to terminate,  or pursuant to the  provisions of paragraph 3
      herein.

3.2   Voluntary  Termination  by  Licensee.  Licensee  shall  have the  right to
      terminate this  Agreement,  for any reason,  upon (a) at least ninety (90)
      days prior  written  notice to Licensor,  such notice to state the date at
      least  ninety  (90) days in the  future  upon which  termination  is to be
      effective and (b) payment of all amounts and Fees due to Licensor  through
      such termination effective date.

3.3   Termination  for Breach.  Either  party shall have the right to  terminate
      this Agreement in


<PAGE>

                Exclusive License and Referral Agreement - Page 3

      the event that the other party has  materially  breached  this  Agreement;
      provided,  however,  that no such termination will be effective unless (i)
      the terminating  party provides  written notice to the other party setting
      forth the facts and  circumstances  constituting the breach,  and (ii) the
      party  alleged to be in breach  does not cure such breach  within  fifteen
      (15) business days following  receipt of such notice.  If a breach,  other
      than a breach for failure to make any payment of Fees due, is curable, but
      such cure cannot be  reasonably  made within  fifteen (15)  business  days
      following  receipt  of such  notice,  the  terminating  party  will not be
      entitled to terminate  the  Agreement,  if the party  allegedly in breach,
      within  such  fifteen  (15) day  period,  presents a schedule  to cure the
      breach,  commences curing such breach and thereafter  diligently  executes
      the same to completion in accordance with the schedule.

3.4   Post Termination Obligations.

      (a)   Upon  termination of this Agreement:  (i) all Fees due from Licensee
            as of the date of  termination  shall be  immediately  paid in full;
            (ii)  Licensee   shall  destroy  all   advertising   or  promotional
            materials,  if any,  containing  any  reference  to  Licensor or the
            Licensed  Marks;  and (iii)  except as set forth in  Section  3.4(b)
            below, Licensee shall cease all use of the Licensed Marks and/or any
            confusingly similar marks or names.

      (b)   Notwithstanding any other provision of this Agreement,  for a period
            not to exceed 90 days  following the  termination  of this Agreement
            other  than for  termination  for breach  which has not been  cured,
            Licensee  shall  be  permitted  to sell  any  products  bearing  the
            Licensed  Marks then in its  inventory  and to fulfill  the terms of
            customer agreements entered into prior to the effective date of such
            termination,  provided  Licensee shall pay Licensor its Fees for any
            inventory sold (without major discounts for distressed inventory).

4.    Warranty;   Disclaimers  and  Limitations  of  Warranties  and  Liability;
      Indemnification.  4.1 Warranty.  Licensor warrants that the Licensed Marks
      will not  infringe  the  trademark,  of any third  party in the country or
      countries  in which the  Licensed  Marks are the  subject  of a  trademark
      registration as set forth in Exhibit A hereto.  In case of a breach of the
      warranty  set  forth in this  Section  4.1,  Licensor  shall,  as its sole
      obligation to Licensee  (other than the  indemnification  obligations  set
      forth in Section  4.5):  (a) procure for Licensee the right to continue to
      use without registration the affected Licensed Marks or (b) if Licensor is
      unable  to  do  so,  on a  commercially  reasonable  basis,  in  its  sole
      discretion,  terminate  the License with respect to the Licensed  Marks in
      the affected country or countries.

4.2   Disclaimer of Warranties.

      EXCEPT AS EXPRESSLY SET FORTH IN THIS  AGREEMENT,  (A) THE LICENSED  MARKS
      ARE  PROVIDED  AS IS AND AS  AVAILABLE  AND  (B)  TO  THE  MAXIMUM  EXTENT
      PERMITTED BY APPLICABLE  LAW,  LICENSOR  DISCLAIMS ANY AND ALL WARRANTIES,
      WRITTEN OR ORAL,  EXPRESS OR  IMPLIED,  INCLUDING  BUT NOT  LIMITED TO THE
      IMPLIED  WARRANTIES  OF  TITLE,  NON-INFRINGEMENT,   MERCHANTABILITY,  AND
      FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LICENSED MARKS.

4.3   Exclusion of Liability.

      EXCEPT FOR EACH PARTY'S OBLIGATIONS PURSUANT TO THE


<PAGE>

                Exclusive License and Referral Agreement - Page 4

      INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 4.5 TO REIMBURSE THE OTHER
      PARTY FOR THIRD  PARTY  CLAIMS FOR  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,
      SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY
      APPLICABLE  LAW,  NEITHER  PARTY  SHALL BE  LIABLE  TO THE  OTHER  FOR ANY
      INDIRECT,  INCIDENTAL,   CONSEQUENTIAL,  SPECIAL,  PUNITIVE  OR  EXEMPLARY
      DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON
      ANY THEORY OF LIABILITY INCLUDING  NEGLIGENCE,  AND EVEN IF SUCH PARTY HAS
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.4   Limitation of Liability.

      EXCEPT WITH  RESPECT TO ITS  OBLIGATIONS  PURSUANT TO THE  INDEMNIFICATION
      PROVISIONS SET FORTH IN SECTION 4.5, EACH PARTY'S AGGREGATE  LIABILITY FOR
      ALL CLAIMS  ARISING OUT OF OR RELATED TO THIS  AGREEMENT  SHALL NOT EXCEED
      THE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT.

4.5   Indemnification Obligations.

      Each  party  shall  indemnify,  defend  and hold the  other  party and its
      stockholders,  directors,  employees and agents  harmless from and against
      all damages  and  expenses of any kind  (including  reasonable  attorneys'
      fees)  ("Damages")  incurred for third party  claims  arising out of or in
      connection  with  infringement  by the  indemnifying  party of third party
      intellectual  property rights relating to use of the Licensed Marks in the
      Licensed Territory where they are the subject of a trademark  registration
      as set forth in Exhibit A hereto,  except in each case to the extent  that
      any such damages arise out of any action by any indemnified party.

      In addition to the foregoing,  Licensee shall  indemnify,  defend and hold
      Licensor its parent, subsidiaries and related companies, and the officers,
      directors,  employees,  workmen,  agents,  servants, and invitees harmless
      from and against all Damages  incurred from third party claims arising out
      of or in  connection  with (i) bodily injury  including  death at any time
      resulting therefrom and (ii) damages to all property including loss of use
      thereof and downtime, which either directly or indirectly,  result from or
      occur in connection  with the sale of products  bearing the Licensed Marks
      in the Licensed  Territory  including  product liability or breach of this
      Agreement or any warranty herein.

5.    Intellectual Property

5.1   Ownership.  Licensee  acknowledges that, as between Licensee and Licensor,
      Licensor owns all right,  title and interest in all intellectual  property
      with respect to the Licensed Marks.  Licensee  understands and agrees that
      its use of or access to any of the Licensed Marks in connection  with this
      Agreement  shall not create in it any right,  title or interest,  in or to
      such  property,  and that all such use or access and  goodwill  associated
      with any such use or access  will inure to the benefit of and be on behalf
      of Licensor.

5.2   Prosecution of  Infringement.  Licensor shall have the sole right,  in its
      discretion,  under  its  own  control  and  at  its  own  expense,  to use
      commercially  reasonable efforts to prosecute any third party infringement
      of the Licensed Marks in the Licensed  Territory.  Each party shall inform
      the  other  in  writing  promptly  upon  becoming  aware  of  any  alleged
      infringement  of the  Licensed  Marks in the Licensed  Territory,  setting
      forth in reasonable detail the nature of such alleged infringement and any
      evidence of such  alleged  infringement.  If within  sixty (60) days after
      having been notified or becoming aware of


<PAGE>

                Exclusive License and Referral Agreement - Page 5

      any alleged infringement, Licensor has refused to take action to stop such
      third party  infringement,  Licensee  shall have the right,  under its own
      control  and at its own  expense,  to  prosecute  such  infringement,  and
      Licensee may, for such purpose,  join  Licensor as party  plaintiff.  Each
      party agrees to provide such reasonable  assistance requested by the other
      party in any action  under this  Section 5.2. Any recovery of damages by a
      party  prosecuting  infringement  of the  Licensed  Marks in the  Licensed
      Territory shall be retained by the party bringing the action.

6.    Confidentiality.

      Each  party   understands  and   acknowledges   that  any  proprietary  or
      confidential data or information,  oral or written,  relating to the other
      party's research, development or business activities which is disclosed or
      otherwise made available by the other party  (collectively,  "Confidential
      Information")  represents valuable  confidential  information  entitled to
      protection.   Each  party  shall,   with  respect  to  the  other  party's
      Confidential Information:

            (a) keep confidential, not disclose and protect it from unauthorized
            disclosure by its employees and agents, in each case for a period of
            two (2)  years  from  the  date  of  disclosure,  such  Confidential
            Information;

            (b) secure and protect all copies of such  Confidential  Information
            in its  possession  in a manner  consistent  with the steps taken to
            protect its own trade secrets and Confidential Information,  but not
            less than a reasonable degree of care;

            (c) limit access to such  Confidential  Information to its employees
            who require such access in connection  with this  Agreement and take
            appropriate   steps  to  assure  such  employees   comply  with  its
            obligations hereunder; and

            (d) not use such  Confidential  Information  except for the purposes
            expressly set forth in this Agreement.

7.    Miscellaneous

7.1   Injunctive Relief.  Licensee  acknowledges and agrees that an impending or
      existing  violation  of Sections  1.2 or 6 of this  Agreement  would cause
      irreparable  harm to  Licensor,  for which there is no adequate  remedy at
      law, and that Licensor  shall be entitled to obtain  immediate  injunctive
      relief  prohibiting  such  violation,  in  addition  to any and all  other
      remedies and rights available at law or equity.

7.2   Mutual Representations and Warranties.  Each Party represents and warrants
      that (a) it is duly organized, validly existing and in good standing under
      the laws of the  jurisdiction  of its  organization  and has the necessary
      power and authority to enter into and perform its  obligations  under this
      Agreement,  (b) this  Agreement  has been duly  authorized,  executed  and
      delivered by it and (c) its execution and delivery of this Agreement,  and
      the  performance of its obligations  hereunder,  will not conflict with or
      result in a violation,  breach or default of any other agreement  to'which
      it is a party or by which it is bound.

7.3   Independent  Contractor.   Licensor  and  Licensee  are  and  will  remain
      independent contractors.  The Agreement does not constitute a partnership.
      Neither party is a franchisee,  agent or legal representative of the other
      for any purpose,  and neither  party has the authority to act for, bind or
      make commitments on behalf of the other.

7.4   No Assiqnment:  Neither party may sell,  transfer,  assign, or subcontract
      its rights or obligations under this Agreement without the express written
      consent of the other party.


<PAGE>

                Exclusive License and Referral Agreement - Page 6

7.5   Amendments. No amendment, modification, or waiver of any provision of this
      Agreement will be effective unless set forth in a writing executed by each
      party.  No failure or delay by any party in exercising any right or remedy
      hereunder will operate as a waiver of any such right or remedy.

7.6   Force Majeure.  Neither party will be liable nor deemed to be in breach of
      its  obligations  hereunder for any delay or failure in performance  under
      this Agreement or other  interruption  of service  resulting,  directly or
      indirectly,  from acts of God,  civil or military  authority,  act of war,
      accidents,   electronic,  computer  or  communications  failures,  natural
      disasters or catastrophes,  strikes,  or other work stoppages or any other
      cause beyond the reasonable control of the party affected thereby.

7.7   Notices.  Any notice to be given under this  Agreement will be in writing,
      will be deemed given upon  receipt,  and will be  delivered in person,  by
      registered or certified mail,  postage prepaid,  return receipt requested,
      or by overnight delivery service with proof of delivery,  and addressed as
      follows:

      To Licensee:                                     To Licensor:
      Samuel F. H. Jeffries                            Laurie Basch-Levy
      President                                        President
      Organic Sales and Marketing, Inc.                Nevr-Dull, Inc
      114 Broadway                                     19 Hanse Avenue
      Raynham, Massachusetts 02767                     Freeport, New York 11520

      With a copy to:
      Frank J. Colucci
      Colucci & Umans
      218 East 50th Street
      New York, New York 10022

7.8   Governing  Law;  Dispute  Forum.  This  Agreement  will be governed by and
      construed  in  accordance  with the laws of the  State  of New  York.  The
      Federal and state courts of New York will have exclusive  jurisdiction  of
      any dispute arising under this Agreement.

7.9   Entire  Agreement;   Severability.   This  Agreement,  together  with  the
      schedules, amendments, and other attachments, contains a full and complete
      expression of the rights and obligations of the parties and supersedes any
      and all other previous  agreements,  written or oral,  made by the parties
      concerning its subject matter.  If any provision of this Agreement is held
      by a court or arbitration panel of competent  jurisdiction to be unlawful,
      the remaining  provisions of this  Agreement will remain in full force and
      effect to the extent that the parties' intent can be lawfully enforced.

7.10  Headings.  The headings herein have been included solely for reference and
      are to have no force or  effect  in  interpreting  the  provisions  of the
      Agreement.  7.11  Survival.  Sections  3.4,  4, 5 and 6 will  survive  any
      termination  of  this  Agreement.  IN  WITNESS  WHEREOF,  duly  authorized
      representatives  of the parties have executed this Agreement under seal as
      of and effective the date first written above:

Nevr-Dull, Inc.                         Organic Sales and Marketing, Inc.

  By:  Signature on file                   By: Signature  on file
       Name:  Laurie  Basch-Levy               Name:  Samuel F:H.  Jeffries
       Title: President                        Title: President


<PAGE>

                Exclusive License and Referral Agreement - Page 7

                            EXHIBIT A: LICENSED Marks

'Nevr-Dull' and all variation and combinations thereof

The following registered United States trademarks:

Registration No.                               Mark

2079169                       NEVR-DULL  THE  ORIGINAL   MAGIC  WADDING   POLISH
                              AUTOMOTIVE  TRIM  SILVERWARE   COOKWARE  BRASSWARE
                              MARINE HARDWARE

0699630                       NEVR-DULL

0532980                       NEVR-DULL