Exhibit 3.3

                           EXCLUSIVE LICENSE AGREEMENT

      THIS NON-EXCLUSIVE  LICENSE AGREEMENT  ("Agreement") is made and effective
as of May 3, 2008 (the "Effective Date") by and between  Microbial  Technologies
Limited,  a company  registered  in the  United  Kingdom  with an  address  of 4
Sovereign Way, Dock Road, Birkenhead, Merseyside ("Licensor"), and Organic Sales
and  Marketing,  Inc., a Delaware  corporation  with an address of 114 Broadway,
Raynham, Massachusetts 02767 ("Licensee").

      WHEREAS,  Licensor is the owner of certain proprietary  technology as more
fully described on Exhibit A (the "Licensed Technology");

      WHEREAS,  Licensor and Licensee wish to enter into this Agreement to grant
to Licensee to make, have made,  distribute,  market and sell products based on,
derived from or  incorporating  the Licensed  Technology in the field of organic
based and/or natural cleaning products as more fully described on Exhibit A (the
"Covered Products");

      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-exclusive  license to make,  have made,
      distribute, market and sell Covered Products in the Territory.

1.2   Restrictions.  Except as expressly  provided in this  Agreement,  Licensee
      will  not:  (a)  transfer,  sell,  license,   sublicense,   distribute  or
      commercially  exploit the Licensed  Technology  or (b) modify,  reproduce,
      create  derivative  or  collective  works  from,  or in any way  otherwise
      exploit the Licensed Technology, in whole or in part.

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 Covered Products. .

1.4   Licensee Marketing Efforts.  Licensee will use its commercially reasonable
      to  develop  and  sell  Covered  Products  throughout  the  term  of  this
      Agreement.

1.5   Licensor Assistance.  In consideration of Licensee's payment of the Annual
      Fee (as defined in Section 2.1 below), Licensor will provide Licensee with
      the following assistance in marketing and selling Covered Products:

      DUTIES OF MICROBIAL TECHNOLOGIES LIMITED:

      MICROBIAL  TECHNOLOGIES  LIMITED  during the  continuance of the Agreement
      hereby  agrees  with the  LICENSEE  that it will at all times  during  the
      continuance in force of this agreement,  observe and perform the terms and
      conditions  set  out  in  this  Agreement  and  in  particular   MICROBIAL
      TECHNOLOGIES LIMITED agrees:

            1.5.1 To Safeguard the LICENSEE'S Rights:

                  To  safeguard  the rights  hereby  granted to the  LICENSEE in
                  particular to prevent ...... :

                  MT will also assist in the proper  labeling of  product(s)  in
                  conformity with US and State and local laws.

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                      Exclusive License Agreement - Page 2

            1.5.2 To Assist Sales in the Territory:

                  Shall by personal  agreement  take such steps as  necessary or
                  expedient to promote or assist the sale of the Products in the
                  Territory. To notify the LICENSEE of any person, firm, company
                  or other body in the  Territory  who appear to be a  potential
                  purchaser of the Products as agreed between the parties.

            1.5.3 MICROBIAL TECHNOLOGIES LIMITED undertakes to the LICENSEE that
                  it will  attempt  at all times  keep  sufficient  stock of the
                  product  on hand to  satisfy  two (2)  month's  forward  sales
                  cover. In addition, MICROBIAL TECHNOLOGIES LIMITED warrants to
                  the  LICENSEE  that it shall  generally  maintain a sufficient
                  supply of stock  levels or the  Product  adequate to allow the
                  LICENSEE to achieve forecast sales.  Technical  assistance for
                  registrations  regarding  any  types of  certifications  (e.g.
                  Green Seal, EPA, "me too" registrations, Environmental Choice,
                  or others that may apply).

2.    Fees and Reporting

2.1   Fees.  Subject to the terms of this  Agreement,  Licensee will  compensate
      Licensor  license  fees,  as allowed by the laws of FINRA and the state of
      Delaware, equal to:

            (a) one hundred  thousand  dollars  ($100,000) per year (the "Annual
            Fee")  to be  dispersed  as  follows:  1st Qtr  $15,000.00,  2nd Qtr
            $15,000.00, 3rd Qtr $30,000.00, 4th Qtr $40,000.00.

            (b)  five  percent  (5%)  royalty  on net  sales  of any MT  product
            formulations  sold.  The  Royalty  Fee  will  be  paid  as  follows:
            Quarterly, on all paid invoices.________.  Fees will be paid in cash
            and will become due and payable in the month  following the calendar
            quarter in which  Licensee  collects the revenues on which such Fees
            accrue.

            (c) at such time as Licensee has collected  total revenue from sales
            of Covered Products in excess of 5 million dollars ($_5,000,000.00),
            Licensee  will  grant  to  Licensor  a  non-qualified  stock  option
            agreement in the form  attached as Exhibit B, which will (a) have an
            exercise price equal to _____ percent (__%) of the fair market value
            as warranted by law and duly voted by OSM, Inc.  Board of Directors,
            of  Licensee's  Common  Stock on the date of grant  and (b) vest and
            become exercisable over a four year period at the rate of 25% of the
            shares on the first  anniversary of the date of grant and thereafter
            at the  rate of 25% on the  last  day of each  successive  one  year
            period, in each instance only if this Agreement remains in effect on
            such date.

            (d)  Licensee  will  grant   Licensor  two  hundred  fifty  thousand
            (250,000) in stock options at an exercise price of one (1.00) dollar
            per share to become  exercisable over a four year period at the rate
            of 25% of the shares on the first  anniversary  of the date of grant
            and thereafter at the rate of 25% on the last day of each

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                      Exclusive License Agreement - Page 3

            successive one year period,  in each instance only if this Agreement
            remains in effect on such date.

2.2   Reporting.  Licensee  will  provide  Licensor  with a highly  confidential
      quarterly  report on or before the  thirtieth  (30th) day after the end of
      each calendar  quarter  setting  forth in  reasonable  detail the sales of
      Covered Products during such quarter,  including customer name, volume and
      sales price by product  number,  and all other  information  necessary for
      Licensor  to  calculate  the Fees  that  have  accrued  for such  quarter,
      accompanied  by  payment in full of all such Fees.  All  reports  shall be
      returned to licensee upon termination of this agreement.

2.3   Audit Rights. Licensor or Licensor's designated agent will have the right,
      upon  reasonable  prior notice,  to audit  Licensee's  relevant  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  will  commence on the  Effective  Date and
      continue until May 3, 2018,  unless earlier  terminated in accordance with
      this Agreement (the "Term").

3.2   Termination for Breach. Either party will have the right to terminate this
      Agreement in 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 ten (10)  business  days  following  receipt of such  notice.  If a
      breach,  other  than a breach  for  failure to make any  payment  due,  is
      curable,  but such cure cannot be reasonably made within ten (10) 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 ten (10) day  period,  presents a schedule to cure the breach,
      commences curing such breach and thereafter diligently execute the same to
      completion in accordance with the schedule.

3.3   Post Termination Obligations.

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

      (b)   Notwithstanding any other provision of this Agreement, following the
            termination  of this  Agreement,  Licensee will be permitted to sell
            any Covered  Products then in its inventory and to fulfill the terms
            of customer  agreements  entered into prior to the effective date of
            such termination.

4.    Warranty;   Disclaimers  and  Limitations  of  Warranties  and  Liability;
      Indemnification,

4.1   Warranty. Licensor warrants that the Licensed Technology will not infringe
      the patent,  copyright,  trade secret or other intellectual property right
      of any third party.  In case of a breach of the warranty set forth in this
      Section 4.1, Licensor will, as its sole obligation to Licensee (other than
      the indemnification obligations set forth in Section 4.5): (a) procure for
      Licensee the right

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                      Exclusive License Agreement - Page 4

      to continue to use the affected Licensed  Technology or (c) if Licensor is
      unable to do either of the foregoing on a commercially  reasonable  basis,
      terminate the License with respect to the affected Licensed Technology.

4.2   Disclaimer of Warranties.

      EXCEPT  AS  EXPRESSLY  SET  FORTH  IN THIS  AGREEMENT,  (A)  THE  LICENSED
      TECHNOLOGY  IS  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 TECHNOLOGY.

4.3   Exclusion of Liability.

      EXCEPT  FOR  EACH  PARTY'S  OBLIGATIONS  PURSUANT  TO THE  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 WILL 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 WILL NOT EXCEED THE
      FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT.

4.5   Indemnification Obligations.

      Each  party  will  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 (a) infringement by the indemnifying  party of third party
      intellectual  property rights,  except in each case to the extent that any
      such damages arise out of any action by any  indemnified  party or (b) the
      indemnifying party's breach of this Agreement or negligent or unlawful act
      in its performance of this Agreement.

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  Technology.  Licensee understands and agrees
      that its use of or access to any of the Licensed  Technology in connection
      with this Agreement will 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 will have the initial right,  under
      its  own  control  and at its  own  expense,  and  will  use  commercially
      reasonable  efforts,  to  prosecute  any third party  infringement  of the
      Licensed Technology.  Each party will inform the other in writing promptly
      upon  becoming  aware  of  any  alleged   infringement   of  the  Licensed
      Technology, setting forth in

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                      Exclusive License Agreement - Page 5

      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 any alleged  infringement,  Licensor  has
      failed to commence  prosecution of such  infringement,  Licensee will have
      the right, under its own control and at its own expense, to prosecute such
      infringement,  and  Licensee  may,  for  such  purposes,  use the  name of
      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 any such  infringement
      will be applied first in  satisfaction  of any  unreimbursed  expenses and
      legal fees of such party  relating  to such  prosecution,  and next toward
      reimbursement  of the  other  party for any  legal  fees and  unreimbursed
      expenses relating to such prosecution. The balance remaining from any such
      recovery will be divided equally between Licensee and Licensor.

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")
represent  valuable  confidential  information  entitled to  protection as trade
secrets.

Each party will, with respect to the other party's Confidential Information:

(a) Keep confidential,  not disclose and protect from unauthorized disclosure by
its employees and agents

(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  will 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.

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                      Exclusive License Agreement - Page 6

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

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 Licensor:      [Name]
                        Microbial Technologies Limited
                        4 Sovereign Way, Dock Road
                        Birkenhead, Merseyside

      To Licensee:      Samuel F. H. Jeffries
                        President
                        Organic Sales and Marketing, Inc.
                        114 Broadway
                        Raynham, Massachusetts 02767

7.8   Governing  Law;  Dispute  Forum.  This  Agreement  will be governed by and
      construed  in  accordance  with  the  laws  of  the  American  Arbitration
      Association,  will.  have exclusive  jurisdiction  of any dispute  arising
      under this Agreement.  The parties specifically agree that the body of law
      known as the United Nations  Convention on the International Sale of Goods
      shall be inapplicable to 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.

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                      Exclusive License Agreement - Page 7

      IN WITNESS WHEREOF,  duly authorized  representatives  of the parties have
executed  this  Agreement  under seal as of and effective the date first written
above:

Microbial Technologies Limited                 Organic Sales and Marketing, Inc.

By: /S/ ____________________                   By: /S/ ____________________
    Name: Anthony Davis                            Name: Samuel Jeffries
    Title: Managing Director                       Title: President


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                      Exclusive License Agreement - Page 8

                 EXHIBIT A: LICENSED TECHNOLOGY/COVERED PRODUCTS

                             MICROBIAL TECHNOLOGIES

CLEANING RANGE

List of Products currently available:

      1.    All Purpose Cleaner
      2.    Bathroom cleaner (and limescale remover) for baths and showers
      3.    Kitchen and Hob Cleaner
      4.    Glass Cleaner
      5.    Air freshener (Odour Control)
      6.    Washing Up Liquid
      7.    Toilet  cleaner  (for toilet  bowls,  sanitises  and clears iron and
            limescale)
      8.    Laundry liquid
      9.    Laundry Powder
      10.   Fabric Conditioner
      11.   Stain Remover
      12.   Pre-Laundry Stain Remover
      13.   All Purpose Wipes
      14.   Disposal tablets
      15.   Biological Urinal cleaners
      16.   Biological Urinal blocks

In development:

      1.    2-in-1 Laundry and Fabric Conditioner
      2.    Super Gentle Fabric Conditioner
      3.    Super Gentle Laundry Liquid
      4.    Baby Wipes
      5.    Stainless Steel Cleaner


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                      Exclusive License Agreement - Page 9

                  EXHIBIT B: FORM OF NON-QUALIFIED STOCK OPTION

2.1 c

Stock Options against total MT product formulations' annual sales

Targeted Sales                                                           Options

5 Million                                                                 25,000

10 Million                                                                35,000

After 10 million we will re-negotiate.