Exhibit 3.2

                        Organic Sales and Marketing, Inc.

                       2008 STOCK OPTION AND PURCHASE PLAN

              Adopted by the Board of Directors - February 28, 2008

                  Approved by the Stockholders - [May 7], 2008

         1.  PURPOSE.  The  purpose  of this Plan is to  provide  incentives  to
attract,  retain and motivate  eligible  directors,  employees,  consultants and
advisers whose present and potential  contributions are important to the success
of Organic  Sales and  Marketing,  Inc.  (the  "Company"),  by offering  them an
opportunity to participate in the Company's future performance through the grant
of awards ("Awards") in the form of Options,  the sale of Shares or combinations
thereof.  Capitalized  terms not  defined in the text are defined in Section 22.
This Plan is  intended  to be a written  compensatory  benefit  plan  within the
meaning of Rule 701  promulgated  under the Securities Act. The Plan is intended
to comply with the  American  Jobs  Creation Act of 2004 and Section 409A of the
Code.

         2.  SHARES SUBJECT TO THE PLAN.

         2.1 Number of Shares  Available.  Subject to  Sections  2.2 and 17, the
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be one million three hundred fifty thousand (1,350,000) Shares of
Common  Stock.  Subject to Sections 2.2 and 17, if any Award  granted  under the
Plan  terminates  without  having  been  exercised  in full or if  Common  Stock
received  pursuant to the  exercise or grant of an Award is  repurchased  by the
Company  or  forfeited,  the  number of shares of Common  Stock as to which such
Award was not exercised, is repurchased or forfeited will again be available for
grant and issuance in  connection  with future  Awards  under this Plan.  At all
times the Company will reserve and keep available a sufficient  number of Shares
as will be required  to satisfy  the  requirements  of all  outstanding  Options
granted  under this Plan.  Shares of Common Stock to be issued upon  exercise of
the Options or Shares to be sold directly hereunder may be either authorized and
unissued shares,  treasury shares, or a combination  thereof, as the Board shall
determine.

         2.2  Adjustment of Shares.  In the event that the number of outstanding
shares  of  the  Company's   Common  Stock  is  changed  by  a  stock  dividend,
recapitalization,  stock split, reverse stock split,  subdivision,  combination,
reclassification  or similar  change in the  capital  structure  of the  Company
without  consideration,  or any other distribution of stock to holders of Common
Stock,  then (a) the number of Shares reserved for issuance under this Plan, (b)
the Exercise  Prices of and number of Shares subject to outstanding  Options and
(c) any other provision of outstanding  Awards  affected by such change,  may be
proportionately  adjusted  and/or  amended,  to the  extent the  Committee  will
determine, in good faith, is necessary and appropriate,  subject to any required
action by the Board or the  shareholders  of the  Company  and  compliance  with
applicable  securities laws;

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provided,  however, that fractions of a Share will not be issued but will either
be paid in cash at the Fair Market Value of such  fraction of a Share or will be
rounded down to the nearest whole Share, as determined by the Committee.

         3.  ELIGIBILITY.  ISOs (as  defined  in Section 5 below) may be granted
only to employees  (including  officers and directors who are also employees) of
the  Company  or of  subsidiaries  or the  parent  of  the  Company.  Shares  or
Nonqualified  Stock  Options  (as  defined in Section 5 below) may be granted to
employees,  officers,  directors,  consultants and advisers of the Company or of
subsidiaries  or the parent of the Company;  provided such consultant or adviser
renders  bona  fide  services  not in  connection  with  the  offer  and sale of
securities in a capital-raising  transaction.  A person may be granted more than
one Award under this Plan.

         4.   ADMINISTRATION.

         4.1  Committee  Authority.  This  Plan  will  be  administered  by  the
Committee  or  the  Board   acting  as  the   Committee;   provided,   that  the
administration  of this Plan with respect to employees subject to the limitation
of Section 162(m) of the Code will be managed by a subcommittee of the Committee
which will satisfy the  requirements  of Section 162(m) of the Code.  Subject to
the general purposes, terms and conditions of this Plan, and to the direction of
the Board (whose authority is paramount),  the Committee will have full power to
implement and carry out this Plan. Without  limitation,  the Committee will have
the authority to:

         (a) construe and interpret  this Plan,  any Stock Option  Agreement (as
defined in Section 5 below), any Stock Purchase Agreement (as defined in Section
6 below) and any other agreement or document executed pursuant to this Plan;

         (b) prescribe, amend and rescind rules and regulations relating to this
Plan;

         (c) select persons to receive Awards;

         (d)  determine the form and terms of Options,  Stock Option  Agreements
and Stock Purchase Agreements;

         (e)  determine the number of Shares or other  consideration  subject to
Awards;

         (f) determine  whether  Awards will be granted  singly,  in combination
with,  in tandem  with,  in  replacement  of, or as  alternatives  to, any other
incentive or compensation plan of the Company;

         (g) grant waivers of Plan or Award conditions;

         (h)  determine  the  vesting  and  exercisability  of  Awards  and  the
Company's rights of first refusal or repurchase with respect to Shares;

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         (i)  correct  any  defect,   supply  any  omission,  or  reconcile  any
inconsistency in this Plan, any Option,  any Stock Option Agreement or any Stock
Purchase Agreement;

         (j) determine whether an Award has been earned or vested;

         (k) at any time prior to or in connection with any Termination, provide
for a longer  post-termination  exercise or survival  period with respect to any
Award (not to exceed three (3) years) or modify any such forfeiture provision or
other restrictions with respect to any Award;

         (l)  make all  other  determinations  necessary  or  advisable  for the
administration of this Plan;

         (m) amend the Plan in any  respect the  Committee  deems  necessary  or
advisable,   including,  without  limitation,   relating  to  ISOs  and  certain
nonqualified  deferred  compensation  under  Section  409A of the Code and/or to
bring the Plan or  Options  granted  under the Plan into  compliance  therewith,
subject to the limitations, if any, of applicable law; and

         (n) without the affected  Participant's consent, amend the terms of any
Option if necessary to maintain the qualified  status of the Option as an ISO or
to bring  the  Option  into  compliance  with  Section  409A of the Code and the
related guidance thereunder.

         4.2 Committee Discretion.  Any determination made by the Committee with
respect to any Award will be final and binding on the Company and on all persons
having an interest in any Award under this Plan.

         4.3 Participation Outside of the United States. The Committee will have
the  authority to amend the Plan and/or the terms or  conditions  relating to an
Award to the extent  necessary to permit  participation in the Plan by employees
and  non-employees  who are  located  outside of the United  States on terms and
conditions  comparable  to those  afforded to  Participants  located  within the
United States;  provided,  any such action taken with respect to an employee who
is subject to the limitations  under Section 162(m) of the Code will be taken in
compliance with Section 162(m) of the Code.

         5. OPTIONS.  The  Committee  may grant Options to eligible  persons and
will determine  whether such Options will be Incentive  Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options, the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which
the Option may be exercised,  and all other terms and  conditions of the Option,
subject to the following:

         5.1 Form of Option Grant.  Each Option  granted under this Plan will be
evidenced by an agreement which will expressly  identify the Option as an ISO or
a Nonqualified Stock Option ("Stock Option Agreement"), and will be in such form
and contain such provisions (which need not be the same for each Participant) as
the

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Committee  may from time to time  approve,  and which  will  comply  with and be
subject to the terms and conditions of this Plan.

         5.2 Date of Grant.  The date of grant of an Option  will be the date on
which the  Committee  makes  the  determination  to grant  such  Option,  unless
otherwise  specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the  Participant  within a reasonable  time after
the granting of the Option.

         5.3 Exercise Period. Options may be exercisable immediately or may vest
and be  exercisable  within  the  times or upon  the  events  determined  by the
Committee  as set forth in the Stock  Option  Agreement  governing  such Option;
provided  that:  (i) no Option will be  exercisable  after the expiration of ten
(10)  years  from the date the  Option is  granted;  (ii) no ISO  granted  to an
employee who, at the time of grant,  owns directly or is deemed to own by reason
of the attribution  rules set forth in Section 424(d) of the Code, more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company ("Ten Percent  Shareholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted;  and (iii)  Nonqualified  Stock
Options  granted to employees or director with an Exercise  Price less than 100%
of the Fair  Market  Value  of the  Shares  on the  date of  grant  ("Discounted
Options") will be subject to the further  restrictions set forth in Section 5.8.
The Committee also may provide from time to time, periodically or otherwise, for
the vesting and  exercisability  of Options to  accelerate  with respect to such
number of Shares or percentage of Shares as the Committee determines.

         5.4 Exercise Price.  The Exercise Price of an Option will be determined
by the  Committee  when the Option is granted;  provided  that (i) the  Exercise
Price of an ISO  will not be less  than  100% of the  Fair  Market  Value of the
Shares on the date of grant and (ii) the Exercise  Price of any ISO granted to a
Ten Percent  Shareholder  will not be less than 110% of the Fair Market Value of
the Shares on the date of grant.  Payment for the Shares  purchased must be made
in accordance  with Section 7 of this Plan. In no case may the Exercise Price of
an Option be less than the par value per share of the Common Stock.

         5.5 Method of  Exercise.  Options  will be exercised by delivery to the
Company of a written exercise notice or exercise  agreement,  in a form approved
by the Committee (which need not be the same for each  Participant),  or in such
other  manner as is  specified  in the Stock  Option  Agreement,  together  with
payment in full of the Exercise Price, and any applicable  taxes, for the number
of Shares being purchased.

         5.6 Termination. Subject to earlier termination pursuant to Sections 17
or 20 and,  with respect to Discounted  Options,  the further  restrictions  set
forth in Section 5.8, and except as otherwise  determined  by the  Committee and
set forth in the Stock Option Agreement,  the following provisions will apply to
Options  upon  the   Termination  of  a   Participant's   employment,   service,
contractual, consulting, advisory or other similar relationship with the Company
or any Subsidiary:

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         (a) Death or Disability. If a Participant dies while an employee of the
Company or a Subsidiary,  all vested Options then held by such  Participant will
remain vested and fully exercisable until their Expiration Date and all unvested
Options then held by such  Participant  may, at the discretion of the Committee,
become  vested and fully  exercisable  up to the  amount of the total  number of
shares subject to the Option (the "Total Option Shares"),  or such lesser amount
as the  Committee may  determine,  in each case by the person or persons to whom
the  Participant's  rights under the Options pass by will or the applicable laws
of descent and distribution.  If a Participant becomes subject to any Disability
while an employee of the Company or a Subsidiary,  all vested  Options then held
by the Participant will remain vested and fully exercisable until the earlier of
nine (9) months following the Participant's Termination Date or their Expiration
Date,  and all  unvested  Options  then  held by such  Participant  may,  at the
discretion  of the  Committee,  become  vested and fully  exercisable  until the
earlier of nine (9) months following the Participant's Termination Date or their
Expiration  Date,  up to the amount of the Total Option  Shares,  or such lesser
amount as the Committee may  determine.  All unvested  Options then held by such
Participant  which  are not  accelerated  by the  Committee  will  expire on the
Participant's Termination Date.

         (b)  Retirement.  If a  Participant  retires  (with the approval of the
Committee or the Board) from  employment  with the Company or a Subsidiary,  all
unvested Options then held by such Participant will expire on the  Participant's
Termination Date and all vested Options then held by the Participant will remain
vested and fully  exercisable  and will expire (i) in the case of a Nonqualified
Stock  Option,  on the date  determined  by the  Committee at the time(s) of the
grant(s) of such Options,  but no later than the Expiration Date and (ii) in the
case of an ISO, on the date  determined  by the  Committee at the time(s) of the
grant(s) of such  Options,  but no later than the earlier of (x) the  Expiration
Date  and  (y) the  date  that is  three  (3)  months  after  the  Participant's
Termination Date.

         (c) Other Termination of Employment. Unless otherwise determined by the
Committee,  if the  Participant's  Termination  is for reasons other than death,
Disability,  retirement  (with the  approval  of the  Committee  or the  Board),
resignation  or  discharge  for Cause,  all  unvested  Options then held by such
Participant  will expire on the  Participant's  Termination  Date and all vested
Options then held by the  Participant  will remain vested and fully  exercisable
and will expire on the earlier of the Expiration Date and the date that is three
(3) months after the date of such Termination. If a Participant's Termination is
the result of resignation or discharge for Cause,  all Options then held by such
Participant,  whether  vested or  unvested,  will expire  immediately  upon such
termination.

         5.7 Limitations on ISOs. The aggregate Fair Market Value (determined as
of the date of grant) of Shares with  respect to which ISOs  become  exercisable
for the first time by a Participant during any calendar year (under this Plan or
under any other  incentive  stock  option plan of the  Company)  will not exceed
$100,000.  If the Fair Market  Value of Shares on the date of grant with respect
to which ISOs become  exercisable for the first time by a Participant during any
calendar year exceeds $100,000, then the

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Options for the first  $100,000  worth of Shares to become  exercisable  in such
calendar  year will be ISOs and the Options for the amount in excess of $100,000
that  become  exercisable  in that  calendar  year  will be  Nonqualified  Stock
Options.  In the event that the Code or the regulations  promulgated  thereunder
are amended after the Effective Date (as defined in Section 18 below) to provide
for a different limit on the Fair Market Value of Shares permitted to be subject
to ISOs, then such different limit will be automatically incorporated herein and
will apply to any Options granted after the effective date of such amendment.

         5.8 Limitations on Discounted Options.  Discounted Options will, except
and to the extent that such  Options  otherwise  comply with Section 409A of the
Code, be subject to the following additional restrictions:

         (a) Discounted  Options must be exercised with respect to vested Shares
by March 15th of the calendar  year  immediately  following the calendar year in
which such  vested  Shares  become  exercisable  for the first time and,  to the
extent not  exercised,  will  terminate on such date with respect to such vested
Shares; and

         (b) upon the death or  Disability  of a  Participant  holding  unvested
Discounted  Options,  such unvested Discounted Options shall become fully vested
and  exercisable  only to the  extent  expressly  set forth in the Stock  Option
Agreement.

         5.9  Modification,  Extension  or Renewal.  The  Committee  may modify,
extend or renew  outstanding  Options and  authorize the grant of new Options in
substitution  therefor,  provided  that any such  action  may not,  without  the
written consent of a Participant,  impair any of such Participant's rights under
any Option previously granted.  Any outstanding ISO that is modified,  extended,
renewed or otherwise  altered will be treated in accordance  with Section 424(h)
of the Code.  Any  Discounted  Option  that is  modified,  extended,  renewed or
otherwise  altered will be treated in accordance  with Section 409A of the Code.
The Committee may reduce the Exercise Price of outstanding  Options  without the
consent of Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price that
would be  permitted  under  Section 5.4 of this Plan for Options  granted on the
date the action is taken to reduce the Exercise Price.

         5.10 No  Disqualification.  Notwithstanding any other provision in this
Plan, no term of this Plan will be interpreted, amended or altered, nor will any
discretion  or  authority  granted  under  this  Plan  be  exercised,  so  as to
disqualify  this Plan  under  Section  409A or 422 of the Code or,  without  the
consent of the Participant  affected, to disqualify any ISO under Section 422 of
the Code.

         6. SALE OF SHARES.  The Committee  will have the power and authority to
sell Shares to any Participant at any time prior to the termination of this Plan
in such quantity,  at such price,  on such terms and subject to such  conditions
that are consistent  with this Plan and  established  by the  Committee.  Common
Stock  sold under  this Plan will be

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subject to such terms and evidenced by  agreements  as will be  determined  from
time to time by the  Committee.  Each  sale of  Shares  under  this Plan will be
evidenced by an Agreement  ("Stock  Purchase  Agreement")  which will be in such
form  and  contain  such  provisions  (which  need  not be  the  same  for  each
Participant)  as the  Committee  may from time to time  approve,  and which will
comply with and be subject to the terms and conditions of this Plan.

         7.  PAYMENT FOR SHARE PURCHASES.

         7.1 Payment.  Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly  approved for the Participant by the
Committee and where permitted by law:

         (a) by cancellation of indebtedness of the Company to the Participant;

         (b) by  surrender  of  shares  of the same  class of stock as that then
subject to the Award,  which  shares  have been held by the  Participant  for at
least six (6) months,  delivered in lieu of cash concurrently with such exercise
(such shares to be valued on the basis of the Fair Market Value of the stock, on
the day preceding the date of exercise,  as determined in a manner  specified in
the Stock Option  Agreement),  and provided the Company is not  prohibited  from
purchasing or acquiring such stock;

         (c) by waiver of  compensation  due or accrued to the  Participant  for
services rendered;

         (d) by  foregoing  the receipt of that number of Shares  subject to the
Option then exercised, the Fair Market Value of which is, at that time, equal to
the aggregate Exercise Price of the Option then exercised;

         (e) by  delivery  of the  Participant's  personal  full  recourse  note
bearing  interest  payable  not less than  annually at not less than one hundred
percent (100%) of the applicable  Federal rate, as defined in the Code, with the
other terms of such promissory note to be determined by the Committee;

         (f) provided that a public market for the Company's stock exists:

                  (1) through a "same day sale"  commitment from the Participant
         and a  broker-dealer  that is a member of the National  Association  of
         Securities   Dealers  (an  "NASD  Dealer")   whereby  the   Participant
         irrevocably  elects to exercise the Option and to sell a portion of the
         Shares so purchased to pay for the Exercise Price, and whereby the NASD
         Dealer  irrevocably  commits upon receipt of such Shares to forward the
         Exercise Price directly to the Company; or

                  (2) through a "margin"  commitment from the Participant and an
         NASD Dealer whereby the Participant  irrevocably elects to exercise the
         Option and to pledge the Shares so  purchased  to the NASD  Dealer in a
         margin  account  as

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         security for a loan  from the NASD Dealer in the amount of the Exercise
         Price, and whereby the NASD Dealer irrevocably commits upon  receipt of
         such  Shares to forward  the Exercise Price directly to the Company; or

         (g) by any combination of the foregoing.

         7.2 Loans and Loan  Guarantees.  The Committee may help the Participant
pay for  Shares  purchased  under  this  Plan by,  to the  extent  permitted  by
applicable law, (i) making loans available to such Participant on such terms and
with  such  security,  if any,  as is  determined  by the  Committee,  and  (ii)
guaranteeing a third-party loan to the Participant.

         8.   TAX WITHHOLDING.

         8.1  Withholding  Generally.  Whenever  Shares  are  to  be  issued  in
connection  with  Awards  granted  under this Plan,  the Company may require the
Participant  to remit to the Company,  or withhold from the  Participant's  cash
compensation,  if any, an amount sufficient to satisfy federal,  state and local
withholding  tax  requirements  prior  to the  delivery  of any  certificate  or
certificates  for  such  Shares.   Whenever,   under  this  Plan,   payments  in
satisfaction  of Awards are to be made in cash,  such  payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.

         8.2 Stock  Withholding.  When, under applicable tax laws, a Participant
incurs tax  liability  in  connection  with the exercise or vesting of any Award
that is subject to tax  withholding  and the Participant is obligated to pay the
Company  the amount  required  to be  withheld,  the  Committee  may in its sole
discretion  allow  the  Participant  to  satisfy  the  minimum  withholding  tax
obligation by electing to have the Company withhold from the Shares to be issued
that  number of Shares  having a Fair Market  Value equal to the minimum  amount
required  to be  withheld,  determined  on the date that the amount of tax to be
withheld is to be  determined.  All  elections by a  Participant  to have Shares
withheld  for this  purpose  will be made in  accordance  with the  requirements
established  by the  Committee  and be in  writing in a form  acceptable  to the
Committee.

         9. PRIVILEGES OF STOCK  OWNERSHIP.  No Participant will have any of the
rights of a  shareholder  with respect to any Shares until the Shares are issued
to the  Participant,  and then, only for so long as such Shares are held by such
Participant.

         10. TRANSFERABILITY.  Options granted under this Plan, and any interest
therein, will not be transferable or assignable by a Participant, and may not be
encumbered  or  made  subject  to  execution,  attachment  or  similar  process,
otherwise  than by will or by the laws of descent and  distribution.  During the
lifetime  of  the  Participant  an  Option  will  be  exercisable  only  by  the
Participant,  and any elections  with respect to an Option,  may be made only by
the Participant.

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         11.  RESTRICTIONS  ON SHARES.  At the discretion of the Committee,  the
Company may reserve to itself,  its assignee(s)  and/or certain  shareholders of
the Company in any Stock Option  Agreement or Stock  Purchase  Agreement any and
all such  restrictions and limitations on Shares,  and conditions of forfeiture,
as the Committee will determine,  including,  without limitation: (a) a right of
first refusal to purchase  within a specified time all Shares that a Participant
(or a subsequent transferee) may propose to transfer to a third party and/or (b)
a right to repurchase Shares held by a Participant  following such Participant's
Termination,  for any  reason,  within the time  specified  in the Stock  Option
Agreement or Stock Purchase Agreement after  Participant's  Termination Date (or
in  the  case  of  securities  issued  upon  exercise  of an  Option  after  the
Participant's  Termination  Date,  within the time specified in the Stock Option
Agreement or Stock Purchase  Agreement after the date of such exercise) for cash
and/or  such  other  consideration  as is  agreed  to by the  Committee  and the
Participant, at (i) with respect to Shares proposed to be transferred to a third
party,  the price  proposed to be paid by a third party and (ii) with respect to
Shares  purchased upon a Termination,  upon the terms set forth in the pertinent
Stock Option Agreement or Stock Purchase Agreement.

         12.  CERTIFICATES.  All  certificates  for  Shares or other  securities
delivered under this Plan will be subject to such stock transfer orders, legends
and  other  restrictions  as the  Committee  may deem  necessary  or  advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules,  regulations  and other  requirements of the SEC or any stock
exchange or  automated  quotation  system upon which the Shares may be listed or
quoted.

         13.  ESCROW;  PLEDGE  OF  SHARES.  To  enforce  any  restrictions  on a
Participant's  Shares,  the Committee may require the Participant to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any  Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan, in the
discretion  of the  Committee,  may be required  to pledge and deposit  with the
Company  all or part of the  Shares so  purchased  as  collateral  to secure the
payment of  Participant's  obligation to the Company under the promissory  note;
provided,  however, that the Committee may require or accept other or additional
forms of collateral to secure the payment of such  obligation and, in any event,
the Company will have full recourse against the Participant under the promissory
note notwithstanding any pledge of the Participant's Shares or other collateral.
In connection  with any pledge of the Shares,  at the request of the  Committee,
the  Participant  may be  required  to  execute  and  deliver a  written  pledge
agreement  in such form as the  Committee  will from time to time  approve.  The
Shares  purchased with the promissory  note may be released from the pledge on a
pro rata basis as the promissory note is paid.

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         14.  EXCHANGE AND BUYOUT OF OPTIONS.  The Committee may, at any time or
from time to time,  authorize  the Company,  with the consent of the  respective
Participants,   to  issue  new  Options  in  exchange  for  the   surrender  and
cancellation  of any or all outstanding  Options.  The Committee may at any time
buy from a Participant an Option previously granted with payment in cash, shares
of  Common  Stock  of  the  Company   (including   restricted  stock)  or  other
consideration,  based on such  terms and  conditions  as the  Committee  and the
Participant may agree.

         15. COMPLIANCE WITH APPLICABLE LAW AND AGREEMENTS. An Award will not be
effective,   and  the  Company  will  not  be  obligated  to  issue  or  deliver
certificates for Shares under this Plan, or to remove  restrictions  from Shares
previously  delivered  unless such Award is in  compliance  with all  applicable
federal and state  securities  laws,  rules and regulations of any  governmental
body, and the  requirements of any stock exchange or automated  quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise  or other  issuance.
Notwithstanding  any other  provision  in this Plan,  the  Company  will have no
obligation  to issue or deliver  certificates  for Shares under this Plan, or to
remove  restrictions  from  Shares  previously  delivered,   prior  to  (a)  all
conditions of the Stock Option Agreement or Stock Purchase Agreement having been
met or fulfilled to the  satisfaction  of the  Committee,  and (b) obtaining any
approvals from governmental  agencies that the Company  determines are necessary
or  advisable,  and/or (c)  compliance  with any  exemption,  completion  of any
registration  or other  qualification  of such Shares under any state or federal
law or  ruling  of any  governmental  body  that the  Company  determines  to be
necessary or advisable.  The Company will be under no obligation to register the
Shares with the SEC or to effect  compliance  with the exemption,  registration,
qualification  or  listing  requirements  of any state  securities  laws,  stock
exchange or automated  quotation system,  and the Company will have no liability
for any inability or failure to do so. In the case of officers and other persons
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the
Committee may at any time impose any  limitations  upon the exercise of an Award
which,  in the  Committee's  discretion,  are necessary or desirable in order to
comply with Section 16(b) and the rules and regulations thereunder.

         16. NO  OBLIGATION  TO EMPLOY.  Nothing in this Plan or any Award under
this Plan will  confer  or be deemed to confer on any  Participant  any right to
continue  in the employ of, or to  continue  any other  relationship  with,  the
Company or limit in any way the right of the Company to terminate  Participant's
employment or other relationship at any time, with or without cause.

         17.  CORPORATE TRANSACTIONS.

         17.1 Liquidation;  Dissolution.  In the event of a proposed liquidation
or  dissolution  of the Company,  the Committee  may, upon written notice to the
Participants,  provide that all of the then unexercised  Options will (a) become
exercisable  in full as of a specified  time prior to the effective date of such
liquidation or dissolution, and (b) terminate

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             Organic Sales and Marketing, Inc. - 2008 Stock Option
                           and Purchase Plan - Page 11

effective upon such  liquidation or dissolution,  except to the extent exercised
before  such  effective  date.  The  Committee  may  specify  the  effect  of  a
liquidation or  dissolution on any Award in the Stock Option  Agreement or Stock
Purchase Agreement as applicable.

         17.2  Consolidation.  If the  Company  is to be  consolidated  with  or
acquired by another entity in a merger,  sale of all or substantially all of the
Company's  assets,  sale of a majority  of the voting  power of the stock of the
Company then outstanding,  or otherwise (an  "Acquisition"),  the Committee may,
except as the Board may otherwise determine,  as to outstanding Options,  either
(a) make  appropriate  provisions for the  continuation  of all such Options (or
substitution of equivalent  options of the acquiring or surviving  corporation),
with appropriate  adjustments,  on an equitable basis, to the number and kind of
shares and prices for such Options; (b) upon written notice to the Participants,
provide  that all Options  must be  exercised,  to the extent then  exercisable,
within a  specified  number  of days of the date of such  notice,  at the end of
which  period the  Options  will  terminate;  or (c)  terminate  all  Options in
exchange for a cash payment (or payment in such other form of  consideration  to
be received by the holders of Common Stock in such  merger)  equal to the excess
of the Fair Market  Value of the Shares  subject to such  Options (to the extent
then exercisable or, at the discretion of the Committee,  all Options being made
fully  exercisable  for purposes of this  subsection)  over the  Exercise  Price
thereof.

         17.3  Assumption of Options by the Company.  The Company,  from time to
time,  also may  substitute  or assume  outstanding  options  granted by another
company,  whether in  connection  with an  acquisition  of such other company or
otherwise,  by either (a) granting an Option under this Plan in  substitution of
such other  company's  option,  or (b)  assuming  such  option as if it had been
granted under this Plan if the terms of such assumed  option could be applied to
an Option  granted under this Plan.  Such  substitution  or  assumption  will be
permissible  if the holder of the  substituted or assumed option would have been
eligible  to be  granted  an Option  under  this Plan if the other  company  had
applied the rules of this Plan to such grant.  In the event the Company  assumes
an option  granted by another  company,  the terms and conditions of such option
will remain unchanged  (except that the Exercise Price and the number and nature
of  shares   issuable  upon  exercise  of  any  such  option  will  be  adjusted
appropriately  pursuant to Section 424(a) of the Code). In the event the Company
elects to grant a new Option rather than assuming an existing  option,  such new
Option may be granted with a similarly adjusted Exercise Price.

         18. ADOPTION AND SHAREHOLDER APPROVAL.  This Plan will become effective
on the date that it is adopted by the Board (the  "Effective  Date").  This Plan
will be approved by the  shareholders  of the Company  (excluding  Shares issued
pursuant to this Plan),  consistent  with  applicable  laws,  within twelve (12)
months before or after the Effective  Date.  Upon the Effective  Date, the Board
may grant Options pursuant to this Plan; provided,  however,  that no Option may
be exercised prior to shareholder approval of this Plan.

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             Organic Sales and Marketing, Inc. - 2008 Stock Option
                           and Purchase Plan - Page 12

         19. TERM OF  PLAN/GOVERNING  LAW. No Options  will be granted or Shares
sold under the Plan after the  completion  of ten (10) years from the earlier of
(a) the  Effective  Date or (b) the date the Plan was approved by the  Company's
shareholders,  but Options  previously granted may extend beyond that date. This
Plan  and  all  agreements  hereunder  will  be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

         20. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9, the Board
may at any time terminate,  suspend or amend this Plan in any respect, including
without  limitation  amendment  of any form of  Stock  Option  Agreement,  Stock
Purchase  Agreement or other  instrument  to be executed  pursuant to this Plan;
provided,  however,  that the  Board  will  not,  without  the  approval  of the
shareholders  of the Company,  amend this Plan in any manner that  requires such
shareholder  approval  pursuant  to  the  Code  or the  regulations  promulgated
thereunder as such provisions apply to ISO plans.

         21.  NONEXCLUSIVITY OF THE PLAN.

         21.1 Other  Stock-Based  Awards under the Plan. The Board will have the
right to grant other  stock-based  awards under this Plan, based upon the Common
Stock or other capital stock of the Company, having such terms and conditions as
the Board may  determine,  including,  the grant of shares  based  upon  certain
conditions and the grant of securities convertible into Common Stock.

         21.2 Additional Arrangements.  Neither the adoption of this Plan by the
Board,  the  submission  of this Plan to the  shareholders  of the  Company  for
approval,  nor any  provision  of this Plan will be  construed  as creating  any
limitations  on the power of the  Board to adopt  such  additional  compensation
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options or any other equity awards  outside of this Plan,  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

         22.  DEFINITIONS.  As used in this Plan, the following  terms will have
the following meanings:

         "Board" means the Board of Directors of the Company.

         "Cause" means Termination because of (i) any willful material violation
by the  Participant  of any law or regulation  applicable to the business of the
Company, the Participant's conviction for or guilty plea to, a felony or a crime
involving  moral  turpitude or any willful  perpetration by the Participant of a
common  law  fraud,  (ii) the  Participant's  commission  of an act of  personal
dishonesty  which involves a personal  profit in connection  with the Company or
any other entity  having a business  relationship  with the  Company,  (iii) any
material breach by the Participant of any material provision of any agreement or
understanding between the Company and the Participant regarding the terms

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             Organic Sales and Marketing, Inc. - 2008 Stock Option
                           and Purchase Plan - Page 13

of the  Participant's  service as an  employee,  director or  consultant  to the
Company,  including  without  limitation,  the willful and continued  failure or
refusal of the  Participant  to perform  the  material  duties  required of such
Participant as an employee, director or consultant of the Company, other than as
a  result  of  having a  Disability,  or a breach  of any  applicable  invention
assignment  and  confidentiality  agreement  or similar  agreement  between  the
Company and the Participant,  (iv)  Participant's  intentional  disregard of the
policies of the Company so as to cause loss,  damage or injury to the  property,
reputation or employees of the Company,  (v) determination by the Board that the
employee has failed to properly discharge duties reasonably  requested of him or
her or  (vi)  any  other  misconduct  by the  Participant  which  is  materially
injurious to the financial  condition or business reputation of, or is otherwise
materially  injurious to, the Company.  Prior to any final  determination  under
subparagraph  (v), the Board will give employee  thirty (30) days written notice
of the  exact  reasons  the  Board has made an  initial  determination  that the
employee has failed to properly discharge duties reasonably  requested of him or
her and give the employee an opportunity to correct and respond to such reasons;
provided,  however,  that the Board will not be required to give such notice and
opportunity if the Board's determination is based upon the employee's failure to
sales, financial or other quotas previously set for the employee by the Board.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee"  means the  committee  appointed by the Board to administer
this Plan, or if no committee is appointed, the Board.

         "Common  Stock"  means the  Common  Stock,  $.0001  par  value,  of the
Company.

         "Company" means Organic  Sales  and Marketing,  Inc. or  any  successor
corporation.

         "Disability"  means a disability as defined in Section  22(e)(3) of the
Code.

         "Exercise  Price"  means the  price at which a holder of an Option  may
purchase the Shares issuable upon exercise of the Option.

         "Fair Market Value" means,  as of any date, the value of a share of the
Company's Common Stock determined as follows:

                  (a) if such Common Stock is then quoted on the NASDAQ National
         Market,  its closing price on the NASDAQ National Market on the date of
         determination  as  reported  in The Wall  Street  Journal  (or, if such
         publication is no longer published, another similar such publication or
         source chosen by the Committee);

                  (b) if such Common Stock is publicly traded and is then listed
         on a national  securities  exchange,  its closing  price on the date of
         determination on the

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                           and Purchase Plan - Page 14


         principal national  securities  exchange on  which the  Common Stock is
         listed or admitted  to trading as reported in The  Wall Street  Journal
         (or, if such publication  is  no longer published, another similar such
         publication or  source  chosen by  the Committee);

                  (c) if such Common Stock is publicly  traded but is not quoted
         on the NASDAQ  National  Market nor listed or  admitted to trading on a
         national securities exchange,  the average of the closing bid and asked
         prices on the date of  determination  as  reported  by The Wall  Street
         Journal  (or,  if such  publication  is no  longer  published,  another
         similar such publication or source chosen by the Committee); or

                  (d) if none of the foregoing is  applicable,  by the Committee
         in good faith and in  accordance  with  Section  409A(b)(5)(iv)  of the
         Code.

         "Option"  means an award of an option to  purchase  Shares  pursuant to
Section 5.

         "Participant" means a person who receives an Option under this Plan.

         "Plan" means this Organic Sales and  Marketing,  Inc. 2008 Stock Option
and Purchase Plan, as amended from time to time.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shares"  means  shares of the  Company's  Common  Stock  reserved  for
issuance  under this Plan,  as  adjusted  pursuant to Sections 2 and 17, and any
successor security.

         "Subsidiary"  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with  the  Company  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain.

         "Termination"  or  "Terminated"  means,  for purposes of this Plan with
respect to a  Participant,  that the  Participant  has for any reason  ceased to
provide services as an employee, officer, director, consultant or advisor to the
Company or a Subsidiary,  as the case may be. In the case of (a) sick leave, (b)
military leave, or (c) any other leave of absence approved by the Committee, the
Committee  may  make  such  provisions   respecting  suspension  of  vesting  or
expiration of the Option as it may deem appropriate, except that in no event may
an Option be exercised  after the  expiration of the term set forth in the Stock
Option Agreement. The Committee will have sole discretion to determine whether a
Participant  has ceased to provide  services and the effective date on which the
Participant ceased to provide services (the "Termination Date").

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             Organic Sales and Marketing, Inc. - 2008 Stock Option
                           and Purchase Plan - Page 15

         23.  STOCKHOLDERS AGREEMENT.  As a condition  to receiving  Shares,  if
requested by the Company,  Participants shall execute any stockholders agreement
with  respect to the  Company in effect at the time of exercise of any Option or
purchase of Shares.