EXHIBIT 2.3

                                   AMENDED AND
                                RESTATED BY-LAWS

<PAGE>
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         ORGANIC SALES & MARKETING, INC.

                             A Delaware Corporation

                                    ARTICLE I

                                  STOCKHOLDERS

      Section 1.1. Annual Meetings.  An annual meeting of stockholders  shall be
held for the election of directors at such date,  time and place,  either within
or without the State of Delaware,  as may be  designated  by  resolution  of the
Board  of  Directors  from  time to  time.  Any  other  proper  business  may be
transacted at the annual meeting.

      Section 1.2.  Special  Meetings.  Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors  which has been duly designated by the Board
of  Directors  and whose  powers and  authority  include  the power to call such
meetings,  but such  special  meetings  may not be called by any other person or
persons.

      Section 1.3.  Notice of Meetings.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law,  the written  notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder  entitled to vote at such meeting.  If mailed,  such
notice shall be deemed to be given when deposited in the mail,  postage prepaid,
directed to the  stockholder  at his address as it appears on the records of the
Corporation.

      Section 1.4. Adjournments. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place,  and
notice  need not be given of any such  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting the  Corporation  may transact any business  which might have
been  transacted at the original  meeting.  If the  adjournment is for more than
thirty  days,  or if after the  adjournment  a new record  date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the meeting.
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      Section  1.5.  Quorum.  At each  meeting  of  stockholders,  except  where
otherwise  provided by law or the Certificate of  Incorporation or these Bylaws,
the holders of a majority of the outstanding shares of stock entitled to vote at
the meeting,  present in person or by proxy,  shall constitute a quorum.  In the
absence of a quorum,  the stockholders so present may, by majority vote, adjourn
the  meeting  from time to time in the manner  provided  in Section 1.4 of these
Bylaws until a quorum  shall  attend.  Shares of its own stock  belonging to the
Corporation or to another  corporation,  if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes;  provided,  however, that the foregoing shall not limit the
right of any  corporation  to vote stock,  including  but not limited to its own
stock, held by it in a fiduciary capacity.

      Section 1.6. Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board,  if any, or in his absence by the Vice Chairman of
the Board,  if any, or in his absence by the  President,  or in his absence by a
Vice  President,  or in the  absence  of the  foregoing  persons,  by a chairman
designated by the Board of Directors, or in the absence of such designation,  by
a chairman  chosen at the meeting.  The Secretary  shall act as secretary of the
meeting,  but in his absence the  chairman of the meeting may appoint any person
to act as secretary of the meeting.

      Section  1.7.  Voting;  Proxies.  Except  as  otherwise  provided  by  the
Certificate of Incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
him  which has  voting  power  upon the  matter in  question.  Each  stockholder
entitled to vote at a meeting of  stockholders  may authorize  another person or
persons to act for him by proxy,  but no such proxy shall be voted or acted upon
after three years from its date,  unless the proxy provides for a longer period.
A duly executed  proxy shall be  irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable  power.  A stockholder  may revoke any proxy which is not
irrevocable  by  attending  the  meeting  and  voting  in person or by filing an
instrument in writing  revoking the proxy or another duly executed proxy bearing
a later  date with the  Secretary  of the  Corporation.  Voting at  meetings  of
stockholders  need  not be by  written  ballot  and  need  not be  conducted  by
inspectors  unless the Board of  Directors,  or  holders  of a  majority  of the
outstanding  shares of all classes of stock entitled to vote thereon  present in
person  or by proxy at such  meeting  shall so  determine.  At all  meetings  of
stockholders  for the  election of directors a plurality of the votes cast shall
be  sufficient  to elect.  All  other  elections  and  questions  shall,  unless
otherwise  provided  by law or by the  Certificate  of  Incorporation  or  these
Bylaws,  be decided by the vote of the holders of a majority of the  outstanding
shares of stock  entitled to vote  thereon  present in person or by proxy at the
meeting.

      Section 1.8. Fixing Date for Determination of Stockholders of Record.

      (a) In order that the Corporation may determine the stockholders  entitled
to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment
thereof, or entitled to


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receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance,  a record date,  which shall not precede the date
such  record  date is fixed and  shall not be more than  sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other  action.  If no record  date is fixed,  the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given.  The record date for any other purpose other than  stockholder  action by
written  consent shall be at the close of business on the day on which the Board
of  Directors  adopts  the  resolution  relating  thereto.  A  determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

      (b) In order that the corporation may determine the stockholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  the Board of
Directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take  corporate  action by written  consent  shall,  by written notice to the
Secretary,  request the Board of Directors  to fix a record  date.  The Board of
Directors shall promptly,  but in all events within ten (10) days after the date
on which such a request is received,  adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors  within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting,  when no  prior  action  by the  Board  of  Directors  is  required  by
applicable  law,  shall be the  first  date on which a  signed  written  consent
setting  forth the action  taken or  proposed  to be taken is  delivered  to the
corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or any officer or agent of the corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.  Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by  applicable  law,  the record  date for  determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.

      Section 1.9. List of  Stockholders  Entitled to Vote. The Secretary  shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Nothing contained in this
Section shall require the  corporation to include  electronic  mail addresses or
other electronic contact information on such list. Such list


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shall be open to the examination of any stockholder,  for any purpose germane to
the meeting  for a period of at least ten (10) days prior to the meeting  during
business hours, at the principal  place of business of the  Corporation.  If the
meeting is to be held at a place,  then the list shall be  produced  and kept at
the time and place of the  meeting  during  the whole time  thereof,  and may be
inspected by any stockholder who is present.

      Section 1.10. Notice of Stockholder Business and Nominations.

      (A) Annual  Meetings  of  Stockholders.  (1)  Nominations  of persons  for
election  to the Board of  Directors  of the  Corporation  and the  proposal  of
business to be considered by the  stockholders  may be made at an annual meeting
of stockholders (a) pursuant to the  Corporation's  notice of meeting  delivered
pursuant to these  Bylaws,  (b) by or at the  direction  of the  Chairman of the
Board or the Board of Directors or (c) by any stockholder of the Corporation who
is entitled to vote at the meeting,  who complied with the notice procedures set
forth in  Regulation  14A under the  Securities  and  Exchange  Act of 1934,  as
amended (the  "Exchange  Act") and who was a  stockholder  of record at the time
such notice is delivered to the Secretary of the Corporation.

      (B)  Special  Meetings  of  Stockholders.  Only  such  business  shall  be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting pursuant to these
Bylaws.  Nominations  of persons for election to the Board of  Directors  may be
made at a special  meeting of  stockholders at which directors are to be elected
pursuant to the  Corporation's  notice of meeting (1) by or at the  direction of
the Board of  Directors  or (2) by any  stockholder  of the  Corporation  who is
entitled to vote at the meeting,  who complies  with the notice  procedures  set
forth in this Bylaw and who is a  stockholder  of record at the time such notice
is delivered to the Secretary of the  Corporation.  In the event the Corporation
calls a special meeting of stockholders  for the purpose of electing one or more
directors to the Board of Directors,  any such stockholder may nominate a person
or  persons  (as the case may  be),  for  election  to such  position(s)  as are
specified in the Corporation's Notice of Meeting, if the stockholder's notice as
required by  paragraph  shall be delivered  to the  Secretary  at the  principal
executive offices of the Corporation not earlier than the ninetieth day prior to
such  special  meeting  and not later than the close of business on the later of
the seventieth day prior to such special  meeting or the tenth day following the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the public  announcement of an adjournment of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.

      (C) General.  (1) Only persons who are  nominated in  accordance  with the
procedures  set forth in this Bylaw shall be eligible to serve as directors  and
only such business shall be conducted at a meeting of stockholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  Bylaw.   Except  as  otherwise   provided  by  law,  the   Certificate  of
Incorporation or these Bylaws,  the chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought before the meeting was made in accordance with the


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procedures  set forth in this Bylaw and, if any proposed  nomination or business
is not in compliance with this Bylaw, to declare that such defective proposal or
nomination shall be disregarded.

      (2)  For  purposes  of  this  Bylaw,  "public   announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

      Section 1.11. Inspectors of Elections; Opening and Closing the Polls.

      (A) The Board of Directors,  in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  Inspectors.  In
case any person who may be appointed as an Inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any, before entering upon the discharge of his duties,  shall take and design an
oath  faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to best of his ability. The inspectors, if any, shall
determine  the  number  of  shares  of stock  represented  at the  meeting,  the
existence of a quorum,  the validity  and effect of proxies,  and shall  receive
votes,  ballots,  or consents,  hear and determine all  challenges and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots,  or consents,  determine the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them.

      (B) The chairman of the meeting  shall fix and announce at the meeting the
date and time of the  opening  and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.

      Section  1.12.  Action  by  Consent  of  Stockholders.   Unless  otherwise
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special  meeting of the  stockholders  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.


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                                   ARTICLE II

                               BOARD OF DIRECTORS

      Section 2.1. Powers.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors of the Corporation

      Section 2.2. Number; Qualifications.  The Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
a resolution adopted by a majority of the Board of Directors. Directors need not
be stockholders.

      Section 2.3. Election;  Resignation;  Removal; Vacancies. (a) The Board of
Directors  shall  initially  consist  of the  persons  elected  as  such  by the
incorporator,  who shall  determine the class, if any, to which each Director is
elected.

      (b) Subject to the rights of the holders of voting stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors or any  vacancies in the Board of Directors  resulting  from death,
resignation,  retirement,  disqualification,  removal from office or other cause
may be filled only by a majority  vote of the Directors  then in office,  though
less  than a quorum,  and  directors  so chosen  shall  hold  office  for a term
expiring  at the annual  meeting of  stockholders.  No decrease in the number of
authorized  directors  constituting  the entire Board of Directors shall shorten
the term on any incumbent director.

      (c) Subject to the rights of the holders of voting stock then outstanding,
any director, or the entire Board of Directors may be removed from office at any
time, but only for cause and only by the  affirmative  vote of the holders of at
least  80% of the  voting  power of all of the then  outstanding  shares  of the
voting stock, voting together as a single class.

      (d) A  resignation  from the  Board of  Directors  shall be deemed to take
effect  immediately upon its being received by any incumbent  corporate  officer
other than an officer who is also the resigning director, unless some other time
is specified therein.

      Section 2.4. Regular Meetings.  Regular meetings of the Board of Directors
may be held at such places  within or without the State of Delaware  and at such
times as the  Board of  Directors  may from  time to time  determine,  and if so
determined notices thereof need not be given.

      Section 2.5. Special Meetings.  Special meetings of the Board of Directors
may be held at any  time or place  within  or  without  the  State  of  Delaware
whenever called by the President,  any Vice President,  the Secretary, or by any
member of the Board of Directors.  Reasonable  notice  thereof shall be given by
the person or persons calling the meeting,  not later than the second day before
the date of the special meeting.


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      Section  2.6.  Telephonic  Meetings  Permitted.  Members  of the  Board of
Directors,  or any  committee  designated  by the Board,  may  participate  in a
meeting of such Board or committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Bylaw shall constitute presence in person at such meeting.

      Section 2.7.  Quorum;  Vote  Required  for Action.  At all meetings of the
Board of  Directors a majority of the whole Board shall  constitute a quorum for
the  transaction  of  business.  Except  in cases in which  the  Certificate  of
Incorporation or these Bylaws otherwise  provide,  the vote of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors.  A majority of the directors  present,  whether or not a
quorum is present, may adjourn a meeting to another time and place.

      Section 2.8.  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  if any, or in his absence by the
Vice Chairman of the Board,  if any, or in his absence by the  President,  or in
their absence by a chairman  chosen at the meeting.  The Secretary  shall act as
secretary  of the  meeting,  but in his absence the  chairman of the meeting may
appoint any person to act as secretary of the meeting.

      Section 2.9. Informal Action by Directors.  Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee,  as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or committee.

      Section 2.10.  Notwithstanding any other provisions of these Bylaws or any
provision of law which might  otherwise  permit a lesser vote or no vote, but in
addition to any affirmative  vote of the holders of a particular class or series
of the capital  stock of the  Corporation  required by law,  these  Bylaws,  the
affirmative  vote of the  holders of at least 80% of the voting  power of all of
the then  outstanding  shares of the voting stock,  voting  together as a single
class shall be required to alter, amend or repeal Section 2.3 of this Article II
of these Bylaws.

                                   ARTICLE III

                                   COMMITTEES

      Section 3.1. Committees.  The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each  committee to consist of one or more of the  directors of the  corporation.
The Board of Directors may designate one or more directors as alternate  members
of any committee,


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who may  replace  any  absent  or  disqualified  member  at any  meeting  of the
committee. In the absence or disqualification of a member of the committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another member of the Board of Directors to act at the meeting in a place of any
such absent or disqualified member. Any such committee,  to the extent permitted
by law and to the extent  provided in the  resolution of the Board of Directors,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the corporation,  and
may authorize the seal of the  corporation to be affixed to all papers which may
require it.

      Section  3.2  Committee  Rules.  Unless the Board of  Directors  otherwise
provides,  each committee  designated by the Board of Directors may make,  alter
and repeal rules for the conduct of its business.  In the absence of such rules,
each  committee  shall  conduct its  business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                   ARTICLE IV

                                    OFFICERS

      Section 4.1. Executive Officers; Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The Board of Directors shall choose a President
and Secretary,  and it may, if it so determines,  choose a Chairman of the Board
and a Vice Chairman of the Board from among its members.  The Board of Directors
may also choose one or more Vice Presidents,  one or more Assistant Secretaries,
a Treasurer and one or more Assistant  Treasurers.  Each such officer shall hold
office  until  the first  meeting  of the Board of  Directors  after the  annual
meeting of stockholders  next succeeding this election,  and until his successor
is elected and  qualified  or until his  earlier  resignation  or  removal.  Any
officer may resign at any time upon written notice to the Corporation. The Board
of Directors may remove any officer with or without cause at any time,  but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation. Any number of offices may be held by the same person.
Any vacancy  occurring in any office of the  Corporation by death,  resignation,
removal or otherwise may be filled for the unexpired  portion of the term by the
Board of Directors at any regular or special meeting.

      Section 4.2. Powers and Duties of Executive Officers.  The officers of the
Corporation  shall  have  such  powers  and  duties  in  the  management  of the
Corporation  as may be prescribed  by the Board of Directors  and, to the extent
not so provided,  as generally pertain to their respective  offices,  subject to
the control of the Board of  Directors.  The Board of Directors  may require any
officer,  agent or employee to give security for the faithful performance of his
duties.


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                                    ARTICLE V

                                      STOCK

      Section 5.1. Certificates. Every holder of stock shall be entitled to have
a  certificate  signed by or in the name of the  Corporation  by the Chairman or
Vice  Chairman of the Board of  Directors,  if any, or the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant  Secretary,  of the  Corporation,  certifying  the number of shares
owned by him in the Corporation. Any of or all the signatures on the certificate
may be a facsimile.  In case any officer,  transfer  agent, or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased to be such  officer,  transfer  agent,  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

      Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates.  The Corporation may issue a new certificate of stock in the place
of any certificate  theretofore  issued by it, alleged to have been lost, stolen
or destroyed,  and the Corporation may require the owner of the lost,  stolen or
destroyed  certificate,  or his legal representative,  to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

      Section 5.3  Uncertificated  Shares.  Subject to any conditions imposed by
the General  Corporation  Law,  the Board of Directors  of the  Corporation  may
provide by resolution or  resolutions  that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated  shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
Corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.

      Section 5.4 Fractional Share Interests. The Corporation may, but shall not
be required to, issue fractions of a share.  If the  Corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to  receive  such  fractions  as
determined,  or (3) issue scrip or warrants in registered form (represented by a
certificate) or bearer form  (represented by a certificate)  which shall entitle
the holder to receive a full share upon the  surrender of such scrip or warrants
aggregating a full share.  A certificate  for a fractional  share,  but scrip or
warrants shall not unless otherwise  provided therein,  shall entitle the holder
to exercise voting rights, to receive dividends  thereon,  and to participate in
any of the assets of the Corporation in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares before a specified date, or warrants which are  exchangeable  may be
sold by the Corporation and the proceeds  thereof  distributed to the holders of
scrip or  warrants,  or  subject  to any  other  conditions  which  the Board of
Directors may impose.


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<PAGE>

      Section 5.5. Stock Transfers.  Upon compliance with provisions restricting
the transfer or registration  of transfer of shares of stock, if any,  transfers
or registration of transfers of shares of stock of the Corporation shall be made
only on the stock ledger of the Corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  Corporation  or with a  transfer  agent or a
registrar,  if any, and in the case of shares  represented  by a certificate  or
certificates on surrender of the certificate or certificates  for such shares of
stock properly endorsed and the payment of all taxes due thereon.

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 6.1 Right to Indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended,  any person (an  "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding"),  by reason  of the fact  that he, or a person  for whom he is the
legal  representative,  is or was a director or officer of the  Corporation  or,
while a director or officer of the corporation, is or was serving at the request
of the  Corporation  as a  director,  officer,  employee  or  agent  of  another
corporation or of a partnership,  joint venture,  trust, enterprise or nonprofit
entity,  including  service with respect to employee benefit plans,  against all
liability and loss suffered and expenses (including  attorneys' fees) reasonably
incurred by such Indemnitee.  Notwithstanding the preceding sentence,  except as
otherwise  provided  in  Section  6.3,  the  Corporation  shall be  required  to
indemnify  an  Indemnitee  in  connection  with a proceeding  (or part  thereof)
commenced by such  Indemnitee  only if the  commencement  of such proceeding (or
part thereof) by the  Indemnitee was authorized by the Board of Directors of the
Corporation.

      Section 6.2 Prepayment of Expenses. The Corporation shall pay the expenses
(including   attorneys'  fees)  incurred  by  an  Indemnitee  in  defending  any
proceeding in advance of its final disposition,  provided, however, that, to the
extent  required  by law,  such  payment  of  expenses  in  advance of the final
disposition of the proceeding  shall be made only upon receipt of an undertaking
by the  Indemnitee  to repay all  amounts  advanced if it should  ultimately  be
determined  that the  Indemnitee  is not entitled to be  indemnified  under this
Article VI or otherwise.

      Section 6.3. Claims. If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within sixty (60) days after a written
claim  therefor by the  Indemnitee  has been  received by the  Corporation,  the
Indemnitee  may file suit to  recover  the unpaid  amount of such claim and,  if
successful  in whole or in part,  shall be  entitled  to be paid the  expense of
prosecuting such claim. In any such action the


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<PAGE>

Corporation shall have the burden of proving that the Indemnitee is not entitled
to the requested indemnification or payment of expenses under applicable law.

      Section  6.4.  Nonexlusivity  of  Rights.  The  rights  conferred  on  any
Indemnitee  by this  Article VI shall not be exclusive of any other rights which
such  Indemnitee may have or hereafter  acquire under any statute,  provision of
the Certificate of Incorporation,  these Bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.

      Section 6.5.  Other  Sources.  The  Corporation's  obligation,  if any, to
indemnify or to advance  expenses to any Indemnitee who was or is serving at its
request  as a  director,  officer,  employee  or agent of  another  corporation,
partnership,  joint  venture,  trust,  enterprise  or nonprofit  entity shall be
reduced  by any  amount  such  Indemnitee  may  collect  as  indemnification  or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit enterprise.

      Section  6.6.  Amendment  or  Repeal.  Any repeal or  modification  of the
foregoing  provisions of this Article VI shall not adversely affect any right or
protection  hereunder  of any  Indemnitee  in  respect  of any  act or  omission
occurring prior to the time of such repeal or modification.

      Section 6.7.  Other  Indemnification  and  Prepayment  of  Expenses.  This
Article  VI shall not limit the right of the  Corporation,  to the extent and in
the manner  permitted  by law, to indemnify  and to advance  expenses to persons
other than Indemnitees when and as authorized by appropriate corporate action.

                                   ARTICLE VII

                                  MISCELLANEOUS

      Section 7.1.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by resolution of the Board of Directors.

      Section  7.2.  Seal.  The  corporate  seal  shall  have  the  name  of the
Corporation  inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

      Section 7.3. Waiver of Notice of Meetings of  Stockholders,  Directors and
Committees.  Any  written  waiver of notice,  signed by the person  entitled  to
notice or a waiver by electronic  transmission by such person, whether before or
after the time stated therein, shall be deemed equivalent to notice.  Attendance
of a person at a meeting  shall  constitute a waiver of notice of such  meeting,
except when the person  attends a meeting for the express  purpose of objecting,
at the beginning of the meeting,  to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at nor  the  purpose  of  any  regular  or  special  meeting  of the
stockholders,  directors,  or  members  of a  committee  of  directors  need  be
specified  in  any  written  waiver  of  notice  or  any  waiver  by  electronic
transmission.


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<PAGE>

      Section 7.4.  Interested  Directors;  Quorum.  No contract or  transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board or committee  thereof which  authorizes
the contract or  transaction,  or solely  because his or their votes are counted
for such purpose,  if: (1) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee,  and the Board or committee in good faith authorizes
the  contract  or  transaction  by the  affirmative  votes of a majority  of the
disinterested directors,  even though the disinterested directors be less than a
quorum;  or (2) the material facts as to his  relationship or interest and as to
the  contract or  transaction  are  disclosed  or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good  faith by vote of the  stockholders;  or (3) the  contract  or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified by the Board of  Directors,  a committee  thereof,  or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

      Section 7.5. Form of Records. Any records maintained by the Corporation in
the  regular  course  of its  business,  including  its stock  ledger,  books of
account,  and minute books,  may be kept on or by means of, or be in the form of
any information storage device or method,  provided that the records so kept can
be converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person  entitled to
inspect such records pursuant to any provision of this chapter..

      Section 7.6. Amendment of Bylaws. These Bylaws may be altered or repealed,
and new Bylaws made, by the Board of Directors,  but the  stockholders  may make
additional Bylaws and may alter and repeal any Bylaws whether adopted by them or
otherwise.


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<PAGE>

                             SECRETARY'S CERTIFICATE

                                       OF

                        ADOPTION OF AMENDMENT TO BY-LAWS

                                       OF

                        ORGANIC SALES AND MARKETING, INC.

I, the undersigned, do hereby certify:

      1. That I am the duly elected and acting  Secretary  of Organic  Sales And
Marketing, Inc a Delaware corporation.

      2. That the foregoing Amended And Restated By-laws  constitute the By-laws
of said  corporation  as adopted by the Directors of said  corporation at a duly
called and held meeting of the Board of Directors on November 15, 2006.

IN WITNESS WHEREOF, I have hereunto  subscribed my name this ___ day of January,
2007.

-----------------------------------
Leonard B. Colt

Secretary


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