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BYLAWS

NB DEIGN & LICENSING, INC.

ARTICLE I

Offices

The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Nevada.

The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time.

The registered office of the corporation required by the Nevada General Corporation Law to be maintained in Nevada may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held during the month of May of each year on a date and at a time fixed by the board of directors of the corporation (or by the president in the absence of action by the board of directors), beginning with the year 2002, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Nevada where the corporation’s principal office is located or, if the corporation has no principal office in Nevada, to the district court of the county in which the corporation’s registered office is located to seek an order that a shareholder meeting be held (i) if an annual meeting was not held within six months after the close of the corporation’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated in a proper call of or proper demand for a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the corporation pursuant to Nevada corporate law, or the special meeting was not held in accordance with the notice.

Section 2. Special Meetings. Unless otherwise prescribed by statute, special meetings of the shareholders may be called for any purpose by the president or by the board of directors. The president shall call a special meeting of the shareholders if the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

Section 3. Place of Meeting. The board of directors may designate any place, either within or outside Nevada, as the place for any annual meeting or any special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Nevada, as the place for such meeting. If no designation is made, or if a special meeting is called other than by the board, the place of meeting shall be the principal office of the corporation.

Section 4. Notice of Meeting. Written notice stating the place, date, and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, except that (i) if the number of authorized shares is to be increased, at least thirty days’ notice shall be given, or (ii) any other longer notice period is required by the Nevada General Corporation Law. The secretary shall be required to give such notice only to shareholders entitled to vote at the meeting except as otherwise required by the Nevada General Corporation Law.

Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the articles of incorporation of the corporation, (ii) a merger or share exchange in which the corporation is a party and, with respect to a share exchange, in which the corporation’s shares will be acquired, (iii) a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the corporation or of another entity which this corporation controls, in each case with or without the goodwill, (iv) a dissolution of the corporation, (v) restatement of the articles of incorporation, or (vi) any other purpose for which a statement of purpose is required by the Nevada General Corporation Law. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the corporation’s current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and effective on the date actually received by the shareholder.

If requested by the person or persons lawfully calling such meeting, the secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the corporation by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the corporation in writing of any change in such shareholder’s mailing address as shown on the corporation’s books and records.

When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for filing with the corporate records, but this delivery and filing shall not be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the board of directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the directors, the record date shall be the day before the notice of the meeting is given to shareholders, or the date on which the resolution of the board of directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed, the time of day for such determination shall be as of the corporation’s close of business on the record date.

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the corporation. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

Section 6. Voting Lists. After a record date is fixed for a shareholders’ meeting, the secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address of and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the corporation, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including for the purpose of this Section 6 any holder of voting trust certificates) or his agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Any shareholder, his agent or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder’s interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

Section 7. Recognition Procedure for Beneficial Owners. The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution may set forth (i) the types of nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in a beneficial owner, which may include rights and privileges other than voting, (iii) the form of certification and the information to be contained therein, (iv) if the certification is with respect to a record date, the time within which the certification must be received by the corporation, (v) the period for which the nominee’s use of the procedure is effective, and (vi) such other provisions with respect to the procedure as the board deems necessary or desirable. Upon receipt by the corporation of a certificate complying with the procedure established by the board of directors, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the registered holders of the number of shares specified in place of the shareholder making the certification.

Section 8. Quorum and Manner of Acting. A majority of the votes entitled to be cast on a matter by a voting group represented in person or by proxy, shall constitute a quorum of that voting group for action on the matter. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice, for a period not to exceed 120 days for any one adjournment. If a quorum is present at such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by his duly authorized attorney-in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the secretary of the corporation before or at the time of the meeting. The appointment of a proxy is effective when received by the corporation and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

Revocation of a proxy does not affect the right of the corporation to accept the proxy’s authority unless (i) the corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. Other notice of revocation may, in the discretion of the corporation, be deemed to include the appearance at a shareholders’ meeting of the shareholder who granted the proxy and his voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

The corporation shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy) either personally or by his attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

Subject to Section 11 and any express limitation on the proxy’s authority appearing on the appointment form, the corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

Section 10. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote, except in the election of directors, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the Nevada Business Corporation Code. Cumulative voting shall not be permitted in the election of directors or for any other purpose. Each record holder of stock shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by him as there are directors to be elected and for whose election he has the right to vote.

At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this Section would not be violated in the circumstances presented to the court, the shares of the corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation except to the extent the second corporation holds the shares in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Section 11. Corporation’s Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the shareholder if:

(i)

the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii)

the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(iii)

the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(iv)

the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

(v)

two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or

(vi)

the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with this Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

Section 12. Informal Action by Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if before or after the action, a written consent (or counterparts thereof) that sets forth the action so taken is signed by shareholders holding at least a majority of the voting power entitled to vote with respect to the subject matter thereof except if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such consent shall have the same force and effect as a vote of the shareholders and may be stated as such in any document. Action taken under this Section 12 is effective as of the date the last writing necessary to effect the action is received by the corporation, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining shareholders entitled to take action without a meeting is the date the corporation first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 12 may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked, if such writing is received by the corporation before the effectiveness of the action.

In no instance where action is authorized by written consent need a meeting of shareholders be called or notice given.

Section 13. Meetings by Telecommunication. Any or all of the shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

Board of Directors

Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except as otherwise provided in the Nevada General Corporation Law or the articles of incorporation.

Section 2. Number, Qualifications and Tenure. The number of directors of the corporation shall be fixed from time to time by the board of directors, within a range of no less than one or more than nine, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall be a natural person who is eighteen years of age or older. A director need not be a resident of Nevada or a shareholder of the corporation.

Directors shall be elected at each annual meeting of shareholders. Each director shall hold office until the next annual meeting of shareholders following his election and thereafter until his successor shall have been elected and qualified. Directors shall be removed in the manner provided by the Nevada General Corporation Law. Any director may be removed by the shareholders of the voting group that elected the director, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.

Section 3. Vacancies. Any director may resign at any time by giving written notice to the secretary. Such resignation shall take effect at the time the notice is received by the secretary unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the corporation’s acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the board of directors may be filled by the affirmative vote of a majority of the shareholders at a special meeting called for that purpose or by the board of directors. If the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the director shall hold office until the next annual shareholders’ meeting at which directors are elected. If elected by the shareholders, the director shall hold office for the unexpired term of his predecessor in office; except that, if the director’s predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold office for the unexpired term of the last predecessor elected by the shareholders.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings without other notice.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any one (1) of the directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the board of directors called by them.

Section 6. Notice. Notice of the date, time and place of any special meeting shall be given to each director at least two days prior to the meeting by written notice either personally delivered or mailed to each director at his business address, or by notice transmitted by private courier, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective on the earlier of (i) five days after such notice is deposited in the United States mail, properly addressed, with first class postage prepaid, or (ii) the date shown on the return receipt, if mailed by registered or certified mail return receipt requested, provided that the return receipt is signed by the director to whom the notice is addressed. If notice is given by telex, electronically transmitted facsimile or other similar form of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent, and with respect to a telegram, such notice shall be deemed to be given and to be effective when the telegram is delivered to the telegraph company. If a director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice to him, notice sent by mail, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be.

A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such director. Such waiver shall be delivered to the secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by the board of directors pursuant to Article III, Section 2 or, if no number is fixed, a majority of the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the board of directors.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 9. Compensation. By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director, or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the director contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or (iii) the director causes written notice of his dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the secretary promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the board of directors or a committee of the board shall not be available to a director who voted in favor of such action.

Section 11. Committees. By resolution adopted by a majority of all the directors in office when the action is taken, the board of directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the board of directors to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the board of directors, except that no such committee shall have the authority to (i) authorize distributions, (ii) approve or propose to shareholders actions or proposals required by the Nevada General Corporation Law to be approved by shareholders, (iii) fill vacancies on the board of directors or any committee thereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the board of directors, or (viii) authorize or approve the issuance or sale of shares, or contract for the sale of shares or determine the designations and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or officer to do so within limits specifically prescribed by the board of directors. The committee shall then have full power within the limits set by the board of directors to adopt any final resolution setting forth all preferences, limitations and relative rights of such class or series and to authorize an amendment of the articles of incorporation stating the preferences, limitations and relative rights of a class or series for filing with the Secretary of State under the Nevada General Corporation Law.

Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the board of directors, shall apply to committees and their members appointed under this Section 11.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the board of directors or a member of the committee in question with his responsibility to conform to the standard of care set forth in Article III, Section 14 of these bylaws.

Section 12. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the directors or any committee designated by the board of directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective time or date, action taken under this Section 12 is effective at the time or date the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent by a writing signed by the director and received by the president or the secretary of the corporation.

Section 13. Telephonic Meetings. The board of directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the board of directors or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other during the meeting. A director participating in a meeting in this manner is deemed to be present in person at the meeting.

Section 14. Standard of Care. A director shall perform his duties as a director, including without limitation his duties as a member of any committee of the board, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated. However, he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the corporation or its shareholders for any action he takes or omits to take as a director if, in connection with such action or omission, he performs his duties in compliance with this Section 14.

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters which the director reasonably believes to be within such person’s professional or expert competence, or (iii) a committee of the board of directors on which the director does not serve if the director reasonably believes the committee merits confidence.

ARTICLE IV

Officers and Agents

Section 1. General. The officers of the corporation shall be a president, a secretary and a treasurer, and may also include one or more vice presidents, each of which officer shall be appointed by the board of directors and shall be a natural person eighteen years of age or older. One person may hold more than one office. The board of directors or an officer or officers so authorized by the board may appoint such other officers, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary. Except as expressly prescribed by these bylaws, the board of directors or the officer or officers authorized by the board shall from time to time determine the procedure for the appointment of officers, their authority and duties and their compensation, provided that the board of directors may change the authority, duties and compensation of any officer who is not appointed by the board.

Section 2. Appointment and Term of Office. The officers of the corporation to be appointed by the board of directors shall be appointed at each annual meeting of the board held after each annual meeting of the shareholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the corporation, such appointments shall be made as determined by the board of directors or the appointing person or persons. Each officer shall hold office until the first of the following occurs: his successor shall have been duly appointed and qualified, his death, his resignation, or his removal in the manner provided in Section 3.

Section 3. Resignation and Removal. An officer may resign at any time by giving written notice of resignation to the president, secretary or other person who appoints such officer. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date.

Any officer or agent may be removed at any time with or without cause by the board of directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the board of directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer’s term. If an officer resigns and his resignation is made effective at a later date, the board of directors, or officer or officers authorized by the board, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors or officer or officers authorized by the board provide that the successor shall not take office until the effective date. In the alternative, the board of directors, or officer or officers authorized by the board of directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

Section 5. President. The president shall preside at all meetings of shareholders and all meetings of the board of directors unless the board of directors has appointed a chairman, vice chairman, or other officer of the board and has authorized such person to preside at meetings of the board of directors. Subject to the direction and supervision of the board of directors, the president shall be the chief executive officer of the corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. Unless otherwise directed by the board of directors, the president shall attend in person or by substitute appointed by him, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation, at all meetings of the stockholders of any other corporation in which the corporation holds any stock. On behalf of the corporation, the president may in person or by substitute or by proxy execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy, may vote the stock held by the corporation, execute written consents and other instruments with respect to such stock, and exercise any and all rights and powers incident to the ownership of said stock, subject to the instructions, if any, of the board of directors. The president shall have custody of the treasurer’s bond, if any. The president shall have such additional authority and duties as are appropriate and customary for the office of president and chief executive officer, except as the same may be expanded or limited by the board of directors from time to time.

Section 6. Vice Presidents. The vice presidents shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. In the absence of the president, the vice president, if any (or, if more than one, the vice presidents in the order designated by the board of directors, or if the board makes no such designation, then the vice president designated by the president, or if neither the board nor the president makes any such designation, the senior vice president as determined by first election to that office), shall have the powers and perform the duties of the president.

Section 7. Secretary. The secretary shall (i) prepare and maintain as permanent records the minutes of the proceedings of the shareholders and the board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notice of meetings of shareholders and of the board of directors or any committee thereof, (ii) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, (iii) serve as custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the board of directors, (iv) keep at the corporation’s registered office or principal place of business a record containing the names and addresses of all shareholders in a form that permits preparation of a list of shareholders arranged by voting group and by class or series of shares within each voting group, that is alphabetical within each class or series and that shows the address of, and the number of shares of each class or series held by, each shareholder, unless such a record shall be kept at the office of the corporation’s transfer agent or registrar, (v) maintain at the corporation’s principal office the originals or copies of the corporation’s articles of incorporation, bylaws, minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past three years, all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current directors and officers, a copy of the corporation’s most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the corporation’s assets and liabilities and results of operations for the last three years, (vi) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent, (vii) authenticate records of the corporation, and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. The directors and/or shareholders may however respectively designate a person other than the secretary or assistant secretary to keep the minutes of their respective meetings.

Any books, records, or minutes of the corporation may be in written form or in any form capable of being converted into written form within a reasonable time.

Section 8. Treasurer. The treasurer shall be the principal financial officer of the corporation, shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the board of directors. Subject to the limits imposed by the board of directors, he shall receive and give receipts and acquittances for money paid in on account of the corporation, and shall pay out of the corporation’s funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. He shall perform all other duties incident to the office of the treasurer and, upon request of the board, shall make such reports to it as may be required at any time. He shall, if required by the board, give the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. He shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the corporation. He shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account as required by the Nevada General Corporation Law, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations.

ARTICLE V

Stock

Section 1. Certificates. The board of directors shall be authorized to issue any of its classes of shares with or without certificates. The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of shareholders. If the shares are-represented by certificates, such shares shall be represented by consecutively numbered certificates signed, either manually or by facsimile, in the name of the corporation by the president. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, such certificate may nonetheless be issued by the corporation with the same effect as if he were such officer at the date of its issue. All certificates shall be consecutively numbered, and the names of the owners, the number of shares, and the date of issue shall be entered on the books of the corporation. Each certificate representing shares shall state upon its face:

(i)

That the corporation is organized under the laws of Nevada;

(ii)

The name of the person to whom issued;

(iii)

The number and class of the shares and the designation of the series, if any, that the certificate represents;

(iv)

The par value, if any, of each share represented by the certificate;

(v)

Any restrictions imposed by the corporation upon the transfer of the shares represented by the certificate.

If shares are not represented by certificates, within a reasonable time following the issue or transfer of such shares, the corporation shall send the shareholder a complete written statement of all of the information required to be provided to holders of uncertificated shares by the Nevada General Corporation Law.

Section 2. Consideration for Shares. Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed or other securities of the corporation. Future services shall not constitute payment or partial payment for shares of the corporation. The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the corporation unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note. For purposes of this Section 2, “promissory note” means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a non-recourse note.

Section 3. Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as the board may prescribe. The board of directors may in its discretion require an affidavit of lost certificate and/or a bond in such form and amount and with such surety as it may determine before issuing a new certificate.

Section 4. Transfer of Shares. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and receipt of such documentary stamps as may be required by law and evidence of compliance with all applicable securities laws and other restrictions, the corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock books of the corporation which shall be kept at its principal office or by the person and at the place designated by the board of directors.

Except as otherwise expressly provided in Article II, Sections 7 and 11, and except for the assertion of dissenters’ rights to the extent provided in Article 113 of the Nevada General Corporation Law, the corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares on the part of any person other than the registered holder, including without limitation any purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such other person becomes the registered holder of such shares, whether or not the corporation shall have either actual or constructive notice of the claimed interest of such other person.

Section 5. Transfer Agent, Registrars and Paying Agents. The board may at its discretion appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

Indemnification of Certain Persons

Section 1. Indemnification. For purposes of Article VI, a “Proper Person” means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan. The corporation shall indemnify any Proper Person against reasonably incurred expenses (including attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he conducted himself in good faith and that he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the corporation’s best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement in (ii) of this Section 1. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirement of this section that he conduct himself in good faith.

No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue or matter in connection with a proceeding by or in the right of a corporation in which the Proper Person was adjudged liable to the corporation or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he was adjudged liable on the basis that he derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the corporation shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

Section 2. Right to Indemnification. The corporation shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which he was entitled to indemnification under Section 1 of this Article VI against expenses (including attorneys’ fees) reasonably incurred by him in connection with the proceeding without the necessity of any action by the corporation other than the determination in good faith that the defense has been wholly successful.

Section 3. Effect of Termination of Action. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 2 of this Article VI.

Section 4. Groups Authorized to Make Indemnification Determination. Except where there is a right to indemnification as set forth in Sections 1 or 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the corporation only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the board of directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board of directors designated by the board, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board of directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full board of directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board (including directors who are parties to the action) or (ii) a vote of the shareholders.

Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

Section 5. Court-Ordered Indemnification. Any Proper Person may apply for indemni-fication to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article, the court shall order indemnification, including the Proper Person’s reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standards of conduct set forth in Section 1 of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

Section 6. Advance of Expenses. Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit or proceeding as described in Section 1 may be paid by the corporation to any Proper Person in advance of the final disposition of such action, suit or proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that he has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is ultimately determined that he did not meet the prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination is made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.

Section 7. Additional Indemnification to Certain Persons Other Than Directors. In addition to the indemnification provided to officers, employees, fiduciaries or agents because of their status as Proper Persons under this Article, the corporation may also indemnify and advance expenses to them if they are not directors of the corporation to a greater extent than is provided in these bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its board of directors or shareholders or by contract.

Section 8. Witness Expenses. The sections of this Article VI do not limit the corporation’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he has not been made or named as a defendant or respondent in the proceeding.

Section 9. Report to Shareholders. Any indemnification of or advance of expenses to a director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

ARTICLE VII

Provisions of Insurance

Section 1. Provision of Insurance. By action of the board of directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance, in such scope and amounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, other enterprise or employee benefit plan, against any liability asserted against, or incurred by, him in that capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Article VI or applicable law. Any such insurance may be procured from

any insurance company designated by the board of directors of the corporation, whether such insurance company is formed under the laws of Nevada or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity interest or any other interest, through stock ownership or otherwise.

ARTICLE VIII

Miscellaneous

Section 1. Seal. The board of directors may adopt a corporate seal, which shall contain the name of the corporation and the words, “Seal, Nevada.”

Section 2. Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.

Section 3. Amendments. The board of directors shall have power, to the maximum extent permitted by the Nevada General Corporation Law, to make, amend and repeal the bylaws of the corporation at any regular or special meeting of the board unless the shareholders, in making, amending or repealing a particular bylaw, expressly provide that the directors may not amend or repeal such bylaw. The shareholders also shall have the power to make, amend or repeal the bylaws of the corporation at any annual meeting or at any special meeting called for that purpose.

Section 4. Receipt of Notices by the Corporation. Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the corporation when they are actually received: (1) at the registered office of the corporation in Nevada; (2) at the principal office of the corporation (as that office is designated in the most recent document filed by the corporation with the secretary of state for Nevada designating a principal office) addressed to the attention of the secretary of the corporation; (3) by the secretary of the corporation wherever the secretary may be found; or (4) by any other person authorized from time to time by the board of directors or the president to receive such writings, wherever such person is found.

Section 5. Gender. The masculine gender is used in these bylaws as a matter of convenience only and shall be interpreted to include the feminine and neuter genders as the circumstances indicate.

Section 6. Conflicts. In the event of any irreconcilable conflict between these bylaws and either the corporation’s articles of incorporation or applicable law, the latter shall control.

Section 7. Definitions. Except as otherwise specifically provided in these bylaws, all terms used in these bylaws shall have the same definition as in the Nevada General Corporation Law.

AGREEMENT

THIS AGREEMENT (“Agreement”) is made this _____ day of April, 2008, by and between NB Design and Licensing, Inc., a Nevada corporation (“NB”), Organic Alliance, Inc., a Texas corporation (“Organic”), and the security holders of Organic (the “Organic Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.

WHEREAS, NB desires to acquire all of the issued and outstanding common stock of Organic from the Organic Security Holders in exchange for newly issued unregistered shares of common stock of NB;

WHEREAS, Organic desires to assist NB in acquiring all of the issued and outstanding common stock of Organic pursuant to the terms of this Agreement; and

WHEREAS, all of the Organic Security Holders, by execution of Exhibit 1.2 hereto, agree to exchange all 10,916,917 common shares they hold in Organic for 9,299,972 common shares of NB.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties hereto agree as follows:

ARTICLE I

Exchange of Securities

1.1 Issuance of Securities. Subject to the terms and conditions of this Agreement, NB agrees to issue and exchange 9,299,972 fully paid and non-assessable unregistered shares of NB’s $.0001 par value common stock (the “NB Shares”) for all 10,916,917 issued and outstanding shares of the no par value common stock of Organic (the “Organic Shares”) held by the Organic Security Holders. All NB Shares will be issued directly to the Organic Security Holders on the Closing Date (as hereinafter defined), pursuant to the schedule set forth in Exhibit 1.1.

1.2 Exemption from Registration. The parties hereto intend that all NB common stock to be issued to the Organic Security Holders shall be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) and/or Regulation D of the Act and rules and regulations promulgated thereunder. In furtherance thereof, each of the Organic Security Holders will execute and deliver to NB on the closing date of this Agreement (the “Closing Date”) a copy of the Subscription Agreement set forth in Exhibit 1.2 hereto.

1.3 Private Placement. Prior to the Closing Date and as a condition to closing, Organic shall raise a minimum of $200,000 of equity capital (the “Private Placement”). The 9,299,972 shares of NB issuable to the Organic Security Holders shall include the shares Organic issued under the Private Placement.

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1.4 NB Common Stock Outstanding. NB has 200,028 shares currently outstanding. On the Closing Date, Organic shall purchase from certain NB stockholders 500,000 shares of NB common stock for $200,000 or $.40 per share, which shares shall be cancelled and retired by Organic. Accordingly, following the closing of the Agreement, NB shall have a total of 10,000,000 shares outstanding, comprised of 9,299,972 shares (93% of the total shares outstanding) held by the Organic Security Holders and 700,028 shares (7% of the total shares outstanding) retained by the original NB stockholders.

1.5 Derivative Securities. NB has issued six classes of common stock purchase warrants (“Warrants”) with 1,000,000 warrants outstanding in each class. The Warrants expire on December 31, 2008, with 2,000,000 Warrants exercisable at $2.00 per share, 2,000,000 Warrants exercisable at $4.00 per share and 2,000,000 Warrants exercisable at $6.00 per share. In connection therewith, NB agrees to reduce the exercise price of all such Warrants to $1.00 per share and to extend the exercise period of the Warrants to December 31, 2011. In exchange for the exercise price reduction and extension of the exercise period, it shall be a condition for closing that the holders of at least 80% of the Warrants (the “NB Principals”) agree that the Warrants they hold shall be subject to a call provision by NB on 10 days notice to the holders if (i) the bid price of NB’s common stock is quoted at $1.25 per share or higher and the average share volume exceeds 300,000 shares for at least one day, and (ii) the shares underlying the Warrants are subject to a current registration statement on file with the Securities and Exchange Commission. Both the share price and volume must be met on the same day for the call provision to be effective.

The NB Principals agree by execution of this Agreement that they may sell no more than an aggregate of 300,000 shares until the later of (a) such time as 50% of the Warrants have been exercised, or (b) six months from the effective date of the registration statement covering the 700,028 shares and the shares underlying the Warrants held by the NB Principals as described in Section 8.1(c).

NB shall also have the option during the life of the Warrants to exchange all or any part of the Warrants held by the NB Principals for 500,000 shares of NB common stock. If less than all of the Warrants are called by NB to be exchanged then the number of shares issuable to the NB Principals shall be apportioned accordingly.

ARTICLE II

Representations and Warranties of Organic

Organic hereby represents and warrants to NB that:

2.1 Organization. Organic is a corporation duly organized, validly existing and in good standing under the laws of Texas, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

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2.2 Capital. The authorized capital stock of Organic consists of 60,000,000 authorized shares of no par value common stock, of which 10,916,917 shares of common stock are outstanding, and 10,000,000 authorized shares of $ no par value preferred stock, none of which are outstanding. All of the outstanding common stock of Organic is duly and validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating Organic to issue any additional shares of its capital stock of any class.

2.3 Subsidiaries. Organic does not have any subsidiaries or own any interest in any other enterprise.

2.4 Directors and Officers. The names and titles of the directors and officers of Organic as of the date of this Agreement are as follows:

Name		Position
Thomas Morrison		Chief Executive Officer, Chief Financial Officer and Director
James Haworth		Director
Alicia Kriese		Director

2.5 Financial Statements. Exhibit 2.5 hereto consists of the unaudited financial statements of Organic for the period from inception on February 19, 2008 through March 31, 2008 (the “Organic Financial Statements”). The Organic Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by Organic throughout the period indicated, and fairly present the financial position of Organic as of the date of the balance sheet included in the Organic Financial Statements and the results of operations for the period indicated. There are no material omissions or non-disclosures in the Organic Financial Statements.

2.6 Absence of Changes. Since March 31, 2008, there has not been any material change in the financial condition or operations of Organic, except as contemplated by this Agreement. As used throughout this Agreement, “material” means: Any change or effect (or development that, insofar as can be reasonably foreseen, is likely to result in any change or effect) that causes substantial increase or diminution in the business, properties, assets, condition (financial or otherwise) or results of operations of a party. Taken as a whole, material change shall not include changes in national or international economic conditions or industry conditions generally; changes or possible changes in statutes and regulations applicable to a party; or the loss of employees, customers or suppliers by a party as a direct or indirect consequence of any announcement relating to this transaction.

2.7 Absence of Undisclosed Liabilities. As of March 31, 2008, Organic did not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in the Organic Financial Statements.

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2.8 Tax Returns. Organic has filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable. The provisions for taxes, if any, reflected in Exhibit 2.5 are adequate for the periods indicated. There are no present disputes as to taxes of any nature payable by Organic.

2.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, NB, its legal counsel and accountants shall have the opportunity to meet with Organic’s accountants and attorneys to discuss the financial condition of Organic during reasonable business hours and in a manner that does not interfere with the normal operation of Organic’s business. Organic shall make available to NB all books and records of Organic, provided, however, that Organic will be under no obligation to provide any information subject to confidentiality provisions or waive any privilege associated with any such information.

2.10 Intellectual Property Rights. Organic owns or has the right to use all trademarks, service marks, trade names, copyrights and patents material to its business.

2.11 Compliance with Laws. To the best of Organic’s knowledge, Organic has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations, including federal and state securities laws, except where such non-compliance would not have a material adverse impact upon its business or properties.

2.12 Litigation. Organic is not a defendant in any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of Organic, threatened against or affecting Organic or its business, assets or financial condition. Organic is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. Organic is not engaged in any material litigation to recover monies due to it.

2.13 Authority. The Board of Directors of Organic has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and Organic has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of Organic and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the Organic Security Holders have agreed to and have approved the terms of this Agreement.

2.14 Ability to Carry Out Obligations. To the best of Organic’s knowledge, the execution and delivery of this Agreement by Organic and the performance by Organic of its obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument to which Organic is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Organic, or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of Organic.

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2.15 Full Disclosure. None of the representations and warranties made by Organic herein or in any exhibit, certificate or memorandum furnished or to be furnished by Organic, or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.

2.16 Assets. Organic’s assets are fully included in Exhibit 2.5 and are not subject to any claims or encumbrances except as indicated in Exhibit 2.5.

2.17 Material Contracts. Organic does not have any material contracts.

2.18 Indemnification. Organic agrees to indemnify, defend and hold NB and NB’s officers and directors harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney fees asserted by third parties against NB which arise out of, or result from (i) any breach by Organic in performing any of its covenants or agreements under this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Organic under this Agreement, (ii) a failure of any representation or warranty in this Article II or (iii) any untrue statement made by Organic in this Agreement.

2.19 Criminal or Civil Acts. For the period of five years prior to the execution of this Agreement, no executive officer, director or principal stockholder of Organic has been convicted of a felony crime, filed for personal bankruptcy, been the subject of a Commission or NASD judgment or decree, or is currently the subject to any investigation in connection with a felony crime or Commission or NASD proceeding.

2.20 Restricted Securities. Organic and the Organic Security Holders, by execution of this Agreement and of Exhibit 1.2, acknowledge that all of the NB Shares issued by NB are restricted securities and none of such securities may be sold or publicly traded except in accordance with the provisions of the Act.

ARTICLE III

Representations and Warranties of NB

NB represents and warrants to Organic that:

3.1 Organization. NB is a corporation duly organized, validly existing and in good standing under the laws of Nevada, has all necessary corporate powers to carry on its business, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

3.2 Capital. The authorized capital stock of NB currently consists of 60,000,000 shares of $.0001 par value common stock, of which 1,200,028 shares are currently outstanding, and 700,028 shares will be outstanding on the Closing Date. NB also has authorized 10,000,000 shares of $.0001 par value preferred stock, none of which are outstanding. All of NB’s outstanding securities are duly and validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating NB to issue any additional shares of its capital stock of any class except as described in Section 1.5 above.

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3.3 Subsidiaries. NB does not have any subsidiaries or own any interest in any other enterprise.

3.4 Directors and Officers. The names and titles of the directors and officers of NB are: Robert S. Lazzeri, Chief Executive Officer and Director, and Derold L. Kelley, Secretary, Treasurer and Director.

3.5 Financial Statements. Exhibit 3.5 hereto consists of the audited financial statements of NB for the years ended December 31, 2006 and 2007 and the unaudited financial statements of NB for the three months ended March 31, 2008 (the “NB Financial Statements”). The NB Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by NB throughout the periods indicated, and fairly present the financial position of NB as of the date of the balance sheets included in the NB Financial Statements and the results of operations for the periods indicated. There are no material omissions or non-disclosures in the NB Financial Statements.

3.6 Absence of Changes. Since March 31, 2008, there has not been any material change in the financial condition or operations of NB, except as contemplated by this Agreement.

3.7 Absence of Undisclosed Liabilities. As of March 31, 2008, NB did not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in the NB Financial Statements.

3.8 Tax Returns. Within the times and in the manner prescribed by law, NB has filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable.

3.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Organic, its legal counsel and accountants shall have the opportunity to meet with NB’s accountants and attorneys to discuss the financial condition of NB. NB shall make available to Organic all books and records of NB.

3.10 Intellectual Property Rights. NB does not have any patents, trademarks, service marks, trade names, copyrights or other intellectual property rights.

3.11 Compliance with Laws. NB has complied with, and is not in violation of, applicable federal, state or local statutes, laws or regulations including federal and state securities laws.

3.12 Litigation. NB is not a defendant in any suit, action, arbitration, or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of NB, threatened against or affecting NB or its business, assets or financial condition. NB is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. NB is not engaged in any material litigation to recover monies due to it.

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3.13 Authority. The Board of Directors of NB has authorized the execution of this Agreement and the transactions contemplated herein, and NB has full power and authority to execute, deliver and perform this Agreement, and this Agreement is the legal, valid and binding obligation of NB, and is enforceable in accordance with its terms and conditions.

3.14 Ability to Carry Out Obligations. The execution and delivery of this Agreement by NB and the performance by NB of its obligations hereunder will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw or other agreement or instrument to which NB is a party, or by which it may be bound, nor will any consents or authorization of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of NB, or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of NB.

3.15 Full Disclosure. None of the representations and warranties made by NB herein, or in any exhibit, certificate or memorandum furnished or to be furnished by NB or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.

3.16 Assets. NB has no assets or liabilities.

3.17 Material Contracts. NB has no material contracts.

3.18 Indemnification. NB agrees to indemnify, defend and hold Organic harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney fees asserted by third parties against Organic, which arise out of, or result from (i) any breach by NB in performing any of its covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by NB under this Agreement, (ii) a failure of any representation or warranty in this Article III, or (iii) any untrue statement made by NB in this Agreement.

3.19 Criminal or Civil Acts. For a period of five years prior to the execution of this Agreement, no executive officer, director or principal stockholder of NB has been convicted of a felony crime, filed for personal bankruptcy, been the subject of a Securities and Exchange Commission (“Commission”) or NASD judgment or decree, or is currently the subject to an investigation in connection with any felony crime or Commission or NASD proceeding.

3.20 Pink Sheets Trading Status. NB shall be in compliance with all requirements for, and its common stock shall be quoted on, the Pink Sheets on the date immediately prior to the Closing Date, such that the common stock of NB may continue to be so quoted without interruption following the Closing Date.

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ARTICLE IV

Covenants Prior to the Closing Date

4.1 Investigative Rights. Prior to the Closing Date, each party shall provide to the other party, and such other party’s counsel, accountants, auditors and other authorized representatives, full access during normal business hours and upon reasonable advance written notice to all of each party’s properties, books, contracts, commitments and records for the purpose of examining the same. Each party shall furnish the other party with all information concerning each party’s affairs as the other party may reasonably request. If during the investigative period one party learns that a representation of the other party was not accurate, no such claim may be asserted by the party so learning that a representation of the other party was not accurate.

4.2 Conduct of Business. Prior to the Closing Date, each party shall conduct its business in the normal course and shall not sell, pledge or

assign any assets without the prior written approval of the other party, except in the normal course of business. Neither party shall amend its Articles of Incorporation or Bylaws (except as may be described in this Agreement), declare dividends, redeem or sell stock or other securities. Neither party shall enter into negotiations with any third party or complete any transaction with a third party involving the sale of any of its assets or the exchange of any of its common stock.

4.3 Confidential Information. Each party will treat all non-public, confidential and trade secret information received from the other party as confidential, and such party shall not disclose or use such information in a manner contrary to the purposes of this Agreement. Moreover, all such information shall be returned to the other party in the event this Agreement is terminated.

4.4 Notice of Non-Compliance. Each party shall give prompt notice to the other party of any representation or warranty made by it in this Agreement becoming untrue or inaccurate in any respect or the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

ARTICLE V

Conditions Precedent to NB’s Performance

5.1 Conditions. NB’s obligations hereunder shall be subject to the satisfaction at or before the Closing Date of all the conditions set forth in this Article V. NB may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by NB of any other condition of or any of NB’s other rights or remedies, at law or in equity, if Organic shall be in default of any of its representations, warranties or covenants under this Agreement.

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5.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by Organic in this Agreement or in any written statement that shall be delivered to NB by Organic under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

5.3 Performance. Organic shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

5.4 Absence of Litigation. No action, suit or proceeding, including injunctive actions, before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against Organic on or before the Closing Date.

5.5 Officer’s Certificate. Organic shall have delivered to NB a certificate dated the Closing Date signed by the Chief Executive Officer of Organic certifying that each of the conditions specified in this Article has been fulfilled and that all of the representations set forth in Article II are true and correct as of the Closing Date.

5.6 Other Conditions. Organic shall have completed the Private Placement required under Section 1.3 and the NB Principals shall have agreed to the revised terms of the Warrants as required under Section 1.5.

ARTICLE VI

Conditions Precedent to Organic’s Performance

6.1 Conditions. Organic’s obligations hereunder shall be subject to the satisfaction at or before the Closing Date of all the conditions set forth in this Article VI. Organic may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Organic of any other condition of or any of Organic’s rights or remedies, at law or in equity, if NB shall be in default of any of its representations, warranties or covenants under this Agreement.

6.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by NB in this Agreement or in any written statement that shall be delivered to Organic by NB under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

6.3 Performance. NB shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

6.4 Absence of Litigation. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against NB on or before the Closing Date.

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6.5 Officer’s Certificate. NB shall have delivered to Organic a certificate dated the Closing Date signed by the Chief Executive Officer of NB certifying that each of the conditions specified in this Article has been fulfilled and that all of the representations set forth in Article III are true and correct as of the Closing Date.

6.6 Payment of Liabilities. On or before the Closing Date, NB shall have paid any outstanding obligations and liabilities of NB through the Closing Date, including obligations created subsequent to the execution of this Agreement.

6.7 Directors of NB. On the Closing Date, the Board of Directors of NB shall resign and elect as directors the Organic directors as set forth in Section 2.4.

6.8 Officers of NB. On the Closing Date, the newly constituted Board of Directors of NB shall elect the officers of Organic as set forth in Section 2.4 and NB’s existing executive officers shall resign.

ARTICLE VII

Closing

7.1 Closing. The closing of this Agreement shall be held at the offices of Gary A. Agron at any mutually agreeable time and date prior to April 30, 2008, unless extended by mutual agreement. At the closing:

(a)

Organic shall deliver to NB (i) copies of Exhibit 1.2 executed by all of the Organic Security Holders, (ii) certificates representing all of the outstanding Organic Shares duly endorsed to NB, (iii) the officer’s certificate described in Section 5.5, and (iv) signed minutes of its directors approving this Agreement;

(b)

NB shall deliver to the Organic Security Holders (i) certificates representing an aggregate of 9,299,972 shares of NB’s common stock pursuant to the computations set forth in Exhibit 1.1 hereto, (ii) the officer’s certificate described in Section 6.5, (iii) signed minutes of its directors approving this Agreement, and (iv) resignations of its directors and executive officers pursuant to Sections 6.7 and 6.8; and

(c)

Organic shall deliver to certain stockholders of NB certified funds in the amount of $200,000 (less any payments previously made to such stockholders) in full payment for 500,000 shares of NB common stock held by the stockholders pursuant to Section 1.4, above. The subject 500,000 shares shall then be cancelled by Organic.

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ARTICLE VIII

Covenants Subsequent to the Closing Date

8.1 Registration and Listing. Following the Closing Date, NB shall use its best efforts to:

(a)

Continue NB’s common stock quotation on the Pink Sheets;

(b)

List NB’s securities in Standard & Poor’s OTC or Corporate Manual; and

(c)

File, within 90 days from the Closing Date, a registration statement on Form S-1 with the Securities and Exchange Commission registering all of the shares of common stock and common stock underlying the Warrants held by the NB Principals, along with certain other shareholders for whom NB may agree to register such shares.

ARTICLE IX

Miscellaneous

9.1 Captions and Headings. The article and Section headings throughout this Agreement are for convenience and reference only and shall not define, limit or add to the meaning of any provision of this Agreement.

9.2 No Oral Change. This Agreement and any provision hereof may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought.

9.3 Non-Waiver. The failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions. No waiver by any party of one breach by another party shall be construed as a waiver with respect to any other subsequent breach.

9.4 Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

9.5 Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes all prior agreements and understandings.

9.6 Choice of Law. This Agreement and its application shall be governed by the laws of the state of Nevada.

9.7 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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9.8 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

NB:	NB Design and Licensing, Inc.
	2560 W. Main Street, Suite 200
	Littleton, Colorado 80120
	Attn: Robert S. Lazzeri, Chief Executive Officer

Organic:	Organic Alliance, Inc.
	1250 NE Loop 410, Suite 320
	San Antonio, TX 78209
	Attn: Tom Morrison, Chief Executive Officer

9.9 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

9.10 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

9.11 Finders. There are no finders in connection with this transaction.

9.12 Announcements. The parties will consult and cooperate with each other as to the timing and content of any public announcements regarding this Agreement.

9.13 Expenses. Each party will bear their own expenses, including legal fees incurred in connection with this Agreement.

9.14 Survival of Representations and Warranties. The representations, warranties, covenants and agreements of the parties set forth in this Agreement or in any instrument, certificate, opinion or other writing providing for in it, shall survive the Closing Date.

9.15 Exhibits. As of the execution hereof, the parties have provided each other with the exhibits described herein. Any material changes to the exhibits shall be immediately disclosed to the other party.

9.16 Legal Counsel. NB has been represented by Gary A. Agron, Esq. (“Agron”) in connection with this Agreement and Organic has been advised by separate counsel selected by it. The parties acknowledge that Agron has previously represented certain of Organic’s principals in connection with other matters. Both parties waive any potential for a conflict of interest that may arise in connection with Agron’s prior representation of the parties and specifically waive any conflict of interest, claim or cause of action that may arise in connection with such prior representation.

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9.17 Termination, Amendment and Waiver.

(a) Termination. This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of matters presented in connection with the share exchange by the stockholders of NB or by the stockholders of Organic:

(1) By mutual written consent of Organic and NB;

(2) By either Organic or NB;

(i)

If any court of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement; or

(ii)

If the transaction shall not have been consummated on or before April 30, 2008, unless the failure to consummate the transaction is the result of a material breach of this Agreement by the party seeking to terminate this Agreement. If the failure to consummate the transaction is the result of a material breach by Organic, including its inability to raise the $210,000 of equity financing required in Section 1.3, then NB shall retain the $15,000 deposit made to it by Organic with the letter of intent executed by the parties on February 15, 2008.

(3) By Organic, if NB breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Agreement; and

(4) By NB, if Organic breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Agreement.

(b) Effect of Termination. In the event of termination of this Agreement by either NB or Organic, as provided herein, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Organic or NB, except as set forth in 9.17(a)(2)(ii) above with respect to the $15,000 deposit by Organic, and such termination shall not relieve any party hereto for any intentional breach prior to such termination by a party hereto of any of its representations or warranties or any of its covenants or agreements set forth in this Agreement.

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(c) Extension; Waiver. At any time prior to the Closing Date, the parties may, to the extent legally allowed, (a) extend the time for the performance of any of the obligation of the other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

(d) Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement, an amendment of this Agreement or an extension or waiver shall, in order to be effective, require in the case of Organic or NB, action by its respective Board of Directors or the duly authorized designee of such Board of Directors.

[Remainder of Page Intentionally Blank; Signature Page Follows]

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In witness whereof, the parties have executed this Agreement Concerning the Exchange of Securities on the date indicated above.

NB DESIGN AND LICENSING, INC		ORGANIC ALLIANCE, INC.
By:	/s/ Robert S. Lazzeri	By:	/s/ Thomas Morrison
	Robert S. Lazzeri Chief Executive Officer		Thomas Morrison Chief Executive Officer

SOLELY AS TO SECTION 1.5:

The NB Principals:

/s/ Earnest Mathis

Name of NB Principal: MATHIS FAMILY PARTNERS, LTD.
Name of Authorized Signator: EARNEST MATHIS
Number of NB Shares Owned on Closing Date: 560,000
Number of NB Warrants Owned on Closing Date: 3,360,000

/s/ Robert Lazzeri

Name of NB Principal: LAZZERI FAMILY TRUST
Name of Authorized Signator: ROBERT LAZZERI
Number of NB Shares Owned on Closing Date: 240,000
Number of NB Warrants Owned on Closing Date: 1,440,000

Name of NB Principal:
Name of Authorized Signator:
Number of NB Shares Owned on Closing Date:
Number of NB Warrants Owned on Closing Date:

Name of NB Principal:
Name of Authorized Signator:
Number of NB Shares Owned on Closing Date:
Number of NB Warrants Owned on Closing Date:

Name of NB Principal:
Name of Authorized Signator:
Number of NB Shares Owned on Closing Date:
Number of NB Warrants Owned on Closing Date:

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EXHIBIT 1.1

SCHEDULE OF ORGANIC SECURITY HOLDERS

AND

ALLOCATION OF NB COMMON SHARES

Name of Organic

Security Holder

SS or

TAX IS #

Number of Organic

Shares Exchanged

Number of

NB Common

Shares to be Issued

Agron, Gary	###-##-####	40,000	123,740
Best, Inc. c/o Jeff Morehouse	74-2183569	500,000	421,750
Briant, Cap	###-##-####	475,000	400,663
Canales, M.C.	###-##-####	50,000	42,175
Carter, Chris	###-##-####	30,000	25,305
CEOCAST, Inc. Rachel Glicksman (Michael Wachs)	###-##-####	200,000	168,700
CSM Consulting, LLC Mallangi, Chandrasekhara	###-##-####	30,000	25,305
Doro, Benny	Not US Ctzn	300,000	253,050
Freeman, Sam	###-##-####	240,000	202,440
Gallagher, W.H. Benjamin	###-##-####	500,000	421,750
Gallagher, William	###-##-####	500,000	421,750
Hargis, W. Curtis	###-##-####	100,000	84,350
Hawn, Gray	###-##-####	30,000	25,305
Haworth, James Harold	###-##-####	1,000,000	843,500
Heesch, Theodore	###-##-####	100,000	84,350
Institutional Analyst, Inc. Perry, Roland	###-##-####	100,000	84,350
KBK Venture, TX David Broomberg	76-0589764	250,000	210,875
Khan, Christee	###-##-####	30,000	25,305
Knight, Peggy		30,000	25,305
Kriese, Alicia Smith	###-##-####	1,000,000	843,500
Lippincott, Robert	###-##-####	100,000	84,350

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ALLOCATION OF NB COMMON SHARES

Name of Organic

Security Holder

SS or

TAX IS #

Number of Organic

Shares Exchanged

Number of

NB Common

Shares to be Issued

Lyman, Inc. c/o Jeff Morehouse	74-2183569	500,000	421,750
Magnet Marketing, Inc. Benny Doro	Not US Ctzn	200,000	168,700
Malone, Mark	###-##-####	50,000	42,175
McMahon, Jeramy	###-##-####	30,000	25,305
Moody, Dan Jr.	###-##-####	31,580	26,638
Moody, Dan III	###-##-####	31,580	26,638
Morehouse, Jeff	###-##-####	400,000	337,400
Morehouse, Jeff (TTE)	74-2183569	148,758	125,477
Morrison, Tom	###-##-####	1,500,000	1,265,250
Navy, Atasha	###-##-####	200,000	168,700
Ogo, Inc. Benny Doro	Not US Ctzn	200,000	168,700
Posa, Phillip	###-##-####	25,000	21,088
Puccio, Thomas	###-##-####	100,000	84,350
Reitz, Patricia	###-##-####	100,000	84,350
Rosser, Brook	###-##-####	250,000	210,875
Rosser, Steves	###-##-####	100,000	84,350
Stern, Michael	###-##-####	50,000	42,175
TriEquity, Inc. Bill Castellano	###-##-####	100,000	84,350
Vaello, Donald	###-##-####	30,000	25,305
Webb, Graydon	###-##-####	50,000	42,175
Winning Fund Mgmt Benny Doro	Not US Ctzn	100,000	84,350
Wood, Louis	###-##-####	30,000	25,305
ZZ Bottom, Inc. c/o Jeff Morehouse	74-2183569	500,000	421,750
Lee, Kin Tung	###-##-####	50,000	50,000
Lee, Kin Pong	###-##-####	16,666	16,666

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ALLOCATION OF NB COMMON SHARES

Name of Organic

Security Holder

SS or

TAX IS #

Number of Organic

Shares Exchanged

Number of

NB Common

Shares to be Issued

Lupinetti, Anthony		###-##-####		100,000		100,000
Munyon, Ronald		###-##-####		100,000		100,000

Nowakowski, Troy	###-##-####	35,000	35,000
Penariello, Peter	###-##-####	33,333	33,333
Ruth, Corey Ruth, Gail	###-##-#### ###-##-####	33,333	33,333
Ruth, Don Ruth, Elaine	###-##-#### ###-##-####	33,333	33,333
Simanski, Renee	###-##-####	200,000	200,000

TOTALS		10,933,583	9,406,638

[We need Bill G. to insert names and share amounts of all the Organic Security Holders, including private placement people, following the closing of the private placement and to obtain their signatures on Exhibit 1.2]

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EXHIBIT 1.2

SUBSCRIPTION AGREEMENT

In connection with my exchange of $.001 par value common stock of Organic Alliance, Inc. (“Organic”), for the $.0001 par value common stock of NB Design and Licensing, Inc. (“NB”), pursuant to the Agreement Concerning The Exchange of Securities by and among NB Design and Licensing, Inc. and Organic Alliance, Inc. and the Security Holders of Organic Alliance, Inc. (the “Exchange Agreement”), I acknowledge the matters set forth below and promise that the statements made herein are true. I understand that NB is relying on my truthfulness in issuing its securities to me.

I hereby represent and warrant to NB that I have the full power and authority to execute, deliver and perform this Subscription Agreement and to consummate the transactions contemplated hereby. This Subscription Agreement is a legal, valid and binding obligation of mine, enforceable against me in accordance with its terms. I own the securities in Organic that I am exchanging for securities of NB free and clear of all pledges, liens, encumbrances, security interests, equities, claims, options, preemptive rights, rights of first refusal, or any other limitation on my ability to vote such securities or to transfer such securities to NB. I have full right, title and interest in and to the Organic securities that I am exchanging.

I understand that NB’s common stock (the “Securities) is being issued to me in a private transaction in exchange for my securities in Organic and in reliance upon the exemption provided in section 4(2) and/or Regulation D under the Securities Act of 1933, as amended (the “Act”) for non-public offerings and pursuant to the Exchange Agreement. I understand that the Securities are “restricted” under applicable securities laws and may not be sold by me except in a registered offering (which may not ever occur) or in a private transaction like this one. I know this is an illiquid investment and that therefore I may be required to hold the Securities for an indefinite period of time, but under no circumstances less than one year from the date of their issuance.

I am acquiring the Securities solely for my own account, for long-term investment purposes only and not with a view to sale or other distribution. I agree not to dispose of any Securities unless and until counsel for NB shall have determined that the intended disposition is permissible and does not violate the Act, any applicable state securities laws or rules and regulations promulgated thereunder.

All information, financial and otherwise, or documentation pertaining to all aspects of my acquisition of the Securities and the activities and financial information of NB has been made available to me and my representatives, if any, and I have had ample opportunity to meet with and ask questions of senior officers of NB, and I have received satisfactory answers to any questions I asked.

In acquiring the Securities, I have been afforded access to the Exchange Agreement and have made such independent investigations of NB as I deemed appropriate. I am an “accredited investor” as that term is defined in Regulation D, Rule 501 of the Act and am an experienced investor, have made speculative investments in the past and am capable of analyzing the merits of an investment in the Securities.

I understand that the Securities are highly speculative, involve a great degree of risk and should only be acquired by individuals who can afford to lose their entire investment. Nevertheless, I consider this a suitable investment for me because I have adequate financial resources and income to maintain my current standard of living even after my acquisition of the Securities. I know that NB currently has only negligible assets and liabilities, and that although I could lose my entire investment, I am acquiring the Securities because I believe the potential rewards are commensurate with the risk. Even if the Securities became worthless, I could still maintain my standard of living without significant hardship to me or my family.

By signing this Subscription Agreement, I also accept and agree to be bound by and to abide by the terms and conditions of the Exchange Agreement as if I had executed the Exchange Agreement itself.

Date:

, 2008

	_____________________________________
	Signature
	_____________________________________
	Name, Please Print
	_____________________________________
	Residence Address
	_____________________________________
	City, State and Zip Code
	_____________________________________
	Area Code and Telephone Number
	_____________________________________
	Social Security Number
	_____________________________________
	Number of Organic Shares exchanged

-2-

EXHIBIT 2.5

FINANCIAL STATEMENTS OF ORGANIC

EXHIBIT 3.5

FINANCIAL STATEMENTS OF NB

Nevada		5141		20-0853334
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer I.D. Number)

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company o


Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Common stock, $.001 par value	10,325,468	$1.05 (1)	$10,841,741	$426.00

Common stock, underlying common stock purchase warrants	6,000,168	$1.05 (1)	6,300,176	248.00

Totals	16,325,636		$17,141,918	$674.00

About this Prospectus	i
Summary	1
Summary Financial Data	3
Risk Factors	5
Forward-Looking Statements	10
Use of Proceeds	10
Price Range of Our Common Stock	10
Selected Financial Data	11
Management’s Discussion and Analysis of Financial Conditions and Results of Operations	13
Business	19
Management	21
Security Ownership of Executive Officers, Directors and Beneficial Owners of Greater than 5% of Our Common Stock	24
Selling Stockholders and Plan of Distribution	25
Related Party and Other Material Transactions	30
Description of Capital Stock	31
Shares Eligible for Future Sale	32
Experts	32
Legal Matters	33
Where You Can Find More Information	33

Common stock outstanding prior to and after the offering(1):		13,053,097 shares of Common Stock

Use of proceeds:		We will not receive any proceeds from the sale of the Common Stock. Any proceeds from the exercise of warrants will be added to our working capital.

	Three Months Ended March 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
Revenue	$	-0-		$	-0-		$	-0-
Net loss	$	(11,714	)	$	(9,273	)	$	(4,000	)
Net loss per share of Common Stock	$	(.01	)	$	(.01	)	$	(.00	)

	As of March 31, 2008			As of December 31, 2007
Working capital	$	29,088		$	(9,198	)
Total assets	$	49,409		$	227
Total liabilities	$	20,321		$	9,425
Accumulated deficit	$	(42,053	)	$	(30,339	)
Stockholders’ equity	$	29,088		$	(9,198	)

	February 14, 2008 (inception) through March 31, 2008
Revenue	$	-0-
Net (loss)	$	(2,670,057	)
Net (loss) per share of Common Stock	$	(.28	)

	As of March 31, 2008
Working capital	$	338,391
Total assets	$	347,851
Total liabilities	$	9,460
Accumulated deficit	$	(2,670.057	)
Stockholders’ equity	$	338,391

	•	difficulties with the collectability of accounts receivable;
	•	difficulties with inventory control;
	•	competitive pricing pressures; and
	•	unexpected increases in fuel or other transportation-related costs.

	•	demand for organic products;
	•	changes in our operating expenses, including fuel and insurance;
	•	changes in customer preferences and demands for organic products, including levels of enthusiasm for health, fitness and environmental issues;
	•	fluctuation of organic product prices due to competitive pressures;
	•	personnel changes;
	•	supply shortages;
	•	general economic conditions;
	•	lack of an adequate supply of high-quality agricultural products due to poor growing conditions, natural disasters or otherwise; and
	•	volatility in prices of high-quality agricultural products resulting from poor growing conditions, natural disasters or otherwise.

	•	our products are subject to inspection by the U.S. Food and Drug Administration;
	•	any warehouse and distribution facilities we may use will be subject to inspection by the U.S. Department of Agriculture and state health authorities;
	•	the U.S. Department of Transportation and the U.S. Federal Highway Administration regulate our trucking operations or those of our contractors; and
	•	our products must be certified as organic by United States Department of Agriculture.

·	the basis on which the broker or dealer made the suitability determination, and

·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

	Closing Price

Quarter Ended March 31, 2008	$	0.30
Quarter Ended June 30, 2008	$	1.01

·	must be accredited by the USDA for U.S. consumption (95 currently);
·	must adhere to National Organic Program (“NOP”) regulations; and
·	must accept each others’ certifications.

·	The ground is “certified transitional” in the interim;
·	Organic crops must be grown without the use of:

	·	synthetic fertilizers;
	·	synthetic pesticides;
	·	sewage sludge;
	·	genetically modified organisms (“GMOs”); or
	·	treated seeds.

·	Any applied materials must be allowed on the National List of Allowed and Prohibited Substances of the Organic Materials Review Institute (“OMRI”);
·	Must use organic seeds if “commercially available”; and
·	Must be certified by a USDA accredited certifying organization as complying with NOP regulations.

Name of	Shares of Common	Percentage of Outstanding Common	Shares of Common Stock	Shares of Common Stock Underlying Common Stock Purchase Warrants	Percentage of Common Stock Owned
Stockholder	Stock Owned	Stock Owned	Offered for Sale	Offered for Sale	After Sale
Thomas Morrison	1,265,250	9.7%	1,265,250	-	0.0%
Alicia Smith Kriese	843,500	6.5%	843,500	-	0.0%
James Harold Haworth	843,500	6.5%	843,500	-	0.0%
Mathis Family Partners	461,818	3.5%	216,000	3,360,000	0.0%
Benny Doro	2,976,732	22.8%	674,800	-	0.0%
Lazzeri Family Trust	120,000	*	120,000	1,440,000	0.0%
William J Gallagher	843,500	6.5%	843,500	-	0.0%
W H Benjamin Gallagher	843,500	6.5%	843,500	-	0.0%
Aaron Lee Brockman	3	*	-	18	0.0%
Ali Shandanlou	8	*	-	48	0.0%
Allen Weinstein	117	*	-	702	0.0%
Anthony Lupinetti	100,000	*	100,000	-	0.0%
Atasha Ticorra Navy	168,700	1.3%	168,700	-	0.0%
Barry Mark	12	*	-	72	0.0%
Battersea Capital Inc	50,000	*	50,000	-	0.0%
Betty J Eunis	1	*	-	6	0.0%
Bill Castellano	84,350	*	84,350	-	0.0%
Bill Kemp	164	*	-	984	0.0%
Bonnie K Jackson	3	*	-	18	0.0%
Brenda Eddie	8,023	*	8,023	48,138	0.0%
Brian J Kelley	22,628	*	-	135,768	0.0%
Brain Kelly	8,538	*	-	51,228	0.0%
Brook Rosser	210,875	1.6%	210,875	-	0.0%
Bruce E Elliot	8	*	-	48	0.0%
Buddy Shelton	234	*	-	1,404	0.0%
C James Inc	479	*	-	2,874	0.0%
Cap Briant	400,663	3.1%	400,663	-	0.0%
Cede & Co	37,105	*	-	125,130	0.0%
Ceocast Inc	168,700	1.3%	168,700	-	0.0%
Charles Stevenson	23	*	-	138	0.0%
Chris Carter	25,305	*	25,305	-	0.0%
Christee Khan	25,305	*	25,305	-	0.0%
Christopher Kline	100,000	*	100,000	-	0.0%
Cindy Cross	8,023	*	8,023	48,138	0.0%
Corey Ruth	10,000	*	10,000	-	0.0%
Corey Ruth & Gail Ruth Jtten	33,333	*	33,333	-	0.0%
Craig D Phypers	11	*	-	66	0.0%
Craig F Mueller	2	*	-	12	0.0%

Name of Director	Age	Position(s) with the Company	Director Since
Thomas Morrison	60	Chief Executive Officer, Chief Financial Officer and Director	2008
James Haworth	46	Director	2008
Alicia Smith Kriese	44	Director	2008

Name	Position	Amount of Compensation	Consideration
Thomas Morrison(1)	Chief Executive Officer, Chief Financial Officer and Director	$150,000	Annual Salary
James Haworth(2)	Director	$ 75,000	Annual Consulting Fee
Alicia Smith Kriese(3)	Director	$ 75,000	Annual Consulting Fee
William J. Gallagher(4)	Consultant	$ 75,000	Annual Consulting Fee

(1)	Received 1,265,250 shares of the Company’s common stock upon joining us.
(2)	Received 843,500 shares of the Company’s common stock upon joining us.
(3)	Received 843,500 shares of the Company’s common stock upon joining us.
(4)	Received 1,265,250 shares of the Company’s common stock upon joining us.

Name of Beneficial Owner	Shares		Percentage
	Beneficially		Beneficially
	Owned		Owned

Thomas Morrison	1,265,250.00		9.7%

Alicia Smith Kriese	843,500.00		6.5%

James Harold Haworth	843,500.00		6.5%

Mathis Family Partners	3,821,818.00	(1)	23.3%

Benny Doro	2,976,732.00		22.8%

Lazzeri Family Trust	1,560,000.00	(2)	10.8%

William J Gallagher	843,500.00		6.5%

W H Benjamin Gallagher	843,500.00		6.5%

All officers and directors as a group (3 persons)	2,952,250.00		22.6%

(1) This amount is comprised of 461,818 shares of common stock and 3,360,000 stock purchase warrants.
(2) This amount is comprised of 120,000 shares of common stock and 1,440,000 stock purchase warrants.

David Curry	234	*	-	1,404	0.0%
Dean Curry	234	*	-	1,404	0.0%
Derold L Kelley	11,459	*	11,459	68,754	0.0%
Don Ruth & Elaine Ruth Jtten	33,333	*	33,333	-	0.0%
Donald Henderson	91	*	-	546	0.0%
Donald Vaello	25,305	*	25,305	-	0.0%
Edward Entze	7	*	-	42	0.0%
Eli Saleeby	10,000	*	10,000	-	0.0%
Esther B Henningsen	12	*	-	72	0.0%
Eurostar International Corp	973	*	-	5,838	0.0%
Executive Management Corporation	78	*	-	468	0.0%
Executive Registrar & Transfer	3,450	*	-	20,700	0.0%
Frank Marcucella	934	*	-	5,604	0.0%
Fred Dulock	234	*	-	1,404	0.0%
Gail Morrison	10,000	*	10,000	-	0.0%
Gary Agron	125,090	1.0%	123,740	8,100	0.0%
Gary Leysock	8,000	*	8,000	-	0.0%
Graeme Pilling	8	*	-	48	0.0%
Gray Hawn	25,305	*	25,305	-	0.0%
Graydon Webb	42,175	*	42,175	-	0.0%
Harriet M Taylor	4	*	-	24	0.0%
Harvey Synder	10,000	*	10,000	-	0.0%
Henry Winkler	934	*	-	5,604	0.0%
Hossein Shadanlou	6	*	-	36	0.0%
Howard J Williams	3	*	-	18	0.0%
Hyam Weistein	117	*	-	702	0.0%
Institutional Analyst Inc.	84,350	*	84,350	-	0.0%
Internal Revenue Service	5,250	*	-	31,500	0.0%
Irving R Mollen Ttee	1,168	*	-	7,008	0.0%
Jack D Kelly	49,350	*	-	296,100	0.0%
Jack Williamson	234	*	-	1,404	0.0%
Jacqueline L Looney	2	*	-	12	0.0%
James R Phillips	663	*	-	3,978	0.0%
Jeff Morehouse	337,400	2.6%	337,400	-	0.0%
Jeff Morehouse Trustee	125,477	1.0%	125,477	-	0.0%
Jeramy Mcmahon	25,305	*	25,305	-	0.0%
Jerome K Cabell	1	*	-	6	0.0%
John Williamson	467	*	-	2,802	0.0%
Jordan Kelley	4,012	*	4,012	24,072	0.0%
Joseph D Glass	292	*	-	1,752	0.0%
Joseph D Miller Jr Cust	16	*	-	96	0.0%
Julie Mitzelfeld	117	*	-	702	0.0%
KBK Ventures Inc	220,875	1.7%	220,875	-	0.0%
Kenneth L Clark	9	*	-	54	0.0%
Kim Sym	16	*	-	96	0.0%
Kin Pong Lee	16,666	*	16,666	-	0.0%

Kin Tung Lee	50,000	*	50,000	-	0.0%
Koreen Diatte	234	*	-	1,404	0.0%
Kwang N Kang	7	*	-	42	0.0%
Lawerence Dellaquilla	8,000	*	8,000	-	0.0%
Leon Schrader	20	*	-	120	0.0%
Lippincott Capital Limited	84,350	*	84,350	-	0.0%
Lisa Kayanne Campbell	1	*	-	6	0.0%
Lor Terzian	10,000	*	10,000	-	0.0%
Louis Wood	25,305	*	25,305	-	0.0%
Malcolm Watters III	7	*	-	42	0.0%
Marilyn Schaffer	12	*	-	72	0.0%
Mark C Johnson	39	*	-	234	0.0%
Mark Malone	42,175	*	42,175	-	0.0%
Mark Rush	117	*	-	702	0.0%
Martin G Summit	117	*	-	702	0.0%
Marybeth Williamson	234	*	-	1,404	0.0%
Mee Sook	5	*	-	30	0.0%
Michael B Hester	8	*	-	48	0.0%
Michael Notary	8	*	-	48	0.0%
Michael P Gorton	117	*	-	702	0.0%
Michael Rush	175	*	-	1,050	0.0%
Michael Stern	42,175	*	42,175	-	0.0%
Michael Winkler	398	*	-	2,388	0.0%
Micheraie Cruz Canales	42,175	*	42,175	-	0.0%
Moffitt & Company PC	3,450	*	-	20,700	0.0%
Morgan Kelley	4,012	*	4,012	24,072	0.0%
Nash S Fancy	234	*	-	1,404	0.0%
Naubauber & Hunsinger	3,300	*	-	19,800	0.0%
Organic Alliance Inc.	-	*	-	-	0.0%
Patricia Reitz	200,000	1.5%	200,000	-	0.0%
Paul D Bowers	117	*	-	702	0.0%
Paul K Ingerick	1	*	-	6	0.0%
Peggy Knight	25,305	*	25,305	-	0.0%
Peter Penariello	33,333	*	33,333	-	0.0%
Philip M Maier	23	*	-	138	0.0%
Phillip Posa	21,088	*	21,088	-	0.0%
R L Schmaus	23	*	-	138	0.0%
Renee Smanski	200,000	1.5%	200,000	-	0.0%
Richard L Newberg	234	*	-	1,404	0.0%
Rick Basse	30,000	*	30,000	-	0.0%
Robert A Hutchinson	9	*	-	54	0.0%
Robert E Potter	234	*	-	1,404	0.0%
Robie Russell	4,800	*	-	28,800	0.0%
Ron Holetzky	2	*	-	12	0.0%
Ronald D Richmond	2	*	-	12	0.0%
Ronald M Munyon	100,000	*	100,000	-	0.0%
Ronald N Solomon	7	*	-	42	0.0%
Sam Freeman	202,440	1.6%	202,440	-	0.0%

Sandra G McCarthy	16	*	-	96	0.0%
Steven C Phypers	6	*	-	36	0.0%
Steven H Brandt	2	*	-	12	0.0%
Steven T Solomon	1	*	-	6	0.0%
Steves Rosser	84,350	*	84,350	-	0.0%
Terry Capital Advisor Inc	350	*	-	2,100	0.0%
Theodore M Heesch	84,350	*	84,350	-	0.0%
Thomas J Reto	55	*	-	330	0.0%
Thomas J Sholar	350	*	-	2,100	0.0%
Thomas Micron	9,750	*	-	58,500	0.0%
Thomas P Tierney	4	*	-	24	0.0%
Thomas Puccio	84,350	*	84,350	-	0.0%
Tom Klein	10,000	*	10,000	-	0.0%
Triangle International Inc	47	*	-	282	0.0%
Troy Nowakowski	35,000	*	35,000	-	0.0%
Underwood Family Partners Ltd	50,000	*	50,000	-	0.0%
Walter C Copeland Jr	5	*	-	30	0.0%
Warner Fulbright	3,000	*	-	18,000	0.0%
Waters	17,400	*	-	104,400	0.0%
Wayne S Busdiecker	117	*	-	702	0.0%
William A Lawson	16	*	-	96	0.0%
William J Harrington	4	*	-	24	0.0%
Winafred Jenkins	31	*	-	186	0.0%
Yuvoone L Barker	70	*	-	420	0.0%
ZZ Bottom Inc	421,750	3.2%	421,750	-	0.0%

Total	13,053,967	100.0%	10,325,468	6,000,168

·	1% of the then outstanding shares of our Common Stock; or
·	The average weekly trading volume of our Common Stock during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

NB Design & Licensing, Inc.
(a Development Stage Company)
Balance Sheets



	3/31/2008			12/31/2007			12/31/2006
	unaudited			audited			audited
Assets
Current assets:
Cash	$	49,409			227			-
Total current assets		49,409			227			-

Total Assets	$	49,409			227			-

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts Payable	$	5,321			9,425			-
Due to Organic Alliance Inc.		15,000			-			-
Total current liabilities		20,321			9,425			-

Stockholders' equity (deficit):
Preferred stock, no stated value authorized;
10,000,000 shares; -0- shares issued
and outstanding as of March 31, 2008		-			-			-
Common stock, $.0001 par value, 60,000,000 shares
authorized, 1,200,028 and 1,000,028 shares issued
and outstanding as of March 31, 2008 and
December 31, 2007 and 2006, respectively		120			100			100
Additional paid-in capital		71,021			21,041			20,966
(Deficit) accumulated during development stage		(42,053	)		(30,339	)		(21,066	)
		29,088			(9,198	)		-

Total Liabilities and Stockholders' Equity (Deficit)	$	49,409			227			-

NB Design & Licensing, Inc.
(a Development Stage Company)
Statement of Operations


	For the			For the			For the			For the Period
	Quarter			Year			Year			September 19, 2001
	Ended			Ended			Ended			(Date of Inception)
	3/31/2008			12/31/2007			12/31/2006			to March 31, 2008
	unaudited			audited			audited

Revenue	$	-			-			-			-

Expenses:
Accounting		4,200			-			167			12,250
Legal		2,963			1,500			1,108			5,668
Sharholder Services		334			1,408			1,600			6,241
Other general and administrative expenses		4,217			6,365			1,125			12,974
Total expenses		11,714			9,273			4,000			37,133

Other expenses:
Interest expense		-			-			-			-
Total other expenses		-			-			-			-

(Loss) before provision for taxes		(11,714	)		(9,273	)		(4,000	)		(37,133	)

Provision for income taxes		-			-			-			-

Net (loss)	$	(11,714	)		(9,273	)		(4,000	)		(37,133	)

Net (loss) per share - basic and fully diluted	$	(0.01	)		(0.01	)		(0.00	)

Weighted average number of
common shares outstanding - basic and fully diluted		1,114,314			1,000,028			1,000,028




							(Deficit)
							Accumulated
	Common Stock, Par $0.0001				Additional		During			Total
					Paid-In		Development			Stockholder's
	Shares		Amount		Capital		Stage			Equity

Beginning Balances, January 1, 2006		1,000,028	$	100	$	14,466	$	(17,066	)	$	(2,500	)

Expenses paid by stockholder and		-		-		6,500		-			6,500
donated to the company

Net Loss		-		-		-		(4,000	)		(4,000	)

Balance at December 31, 2006		1,000,028	$	100	$	20,966	$	(21,066	)	$	-

Expenses paid by stockholder and		-		-		75		-			75
donated to the company

Net Loss		-		-		-		(9,273	)		(9,273	)

Balance at December 31, 2007		1,000,028	$	100	$	21,041	$	(30,339	)	$	(9,198	)

Shares sold		200,000		20		49,980		-			50,000

Net loss for the quarter ended
March 31, 2008		-		-		-		(11,714	)		(11,714	)

Balance, March 31, 2008 (unaudited)		1,200,028	$	120	$	71,021	$	(42,053	)	$	29,088

NB Design & Licensing, Inc.
(a Development Stage Company)
Statement of Cash Flows

Net operating loss carryforwards	$	8,400
Less: Valuation allowance		( 8,400	)
Net deferred tax asset		-

Balance at January 1, 2006	$	3,400
Addition for the year 2006		800
Addition for the year 2007		1,850
Addition for the quarter ended 3/31/08		2,350
Balance at March 31, 2008	$	8,400

Year	Amount		Expiration Date

Net operating loss
December 31, 2004	$	4,920	December 31, 2024
December 31, 2005		12,146	December 31, 2025
December 31, 2006		4,000	December 31, 2026
December 31, 2007		9,273	December 31, 2027
March 31, 2008		11,714	December 31, 2028

Total	$	42,053

Number
of Shares	Exercise Price	Expiration Date*
1,000,028	$ 2.00	December 31,2008
1,000,028	$ 2.00	December 31,2008
1,000,028	$ 4.00	December 31,2008
1,000,028	$ 4.00	December 31,2008
1,000,028	$ 6.00	December 31,2008
1,000,028	$ 6.00	December 31,2008

Organic Alliance, Inc.
(a Development Stage Company)
Balance Sheet
Unaudited















The accompanying notes are an integral part of these financial statements