This excerpt taken from the ROX 10-Q filed Feb 14, 2008.


For the effects of this Agreement, Importer and Producer agree on the following definitions:

(a) “Affiliate”: A Person which, directly or indirectly, is Controlled by or Controls another Person, or a Person which is under common Control with another company.

(b) “AMP”: Strategy, plans and spending levels for advertising marketing and promotions, including creative copy, media, merchandising, POS materials and all other marketing related activities.

(c) “Case”: A case of six (6) 750 ml bottle cases of Product or the equivalent thereof as measured by volume, in the aggregate.

(d) “Control”:

(i) a direct or indirect holding, or aggregate holdings, of securities possessing more than 50% of the voting rights attributable to the issued and outstanding capital stock of a Person which are currently exercisable at a



general meeting, irrespective of whether the holding or holdings gives de facto control; or

(ii) the right to elect or remove directly or indirectly at least one half of the board of directors or equivalent managing body of a Person; or

(iii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of equity securities, by contract, or otherwise.

(e) “Domain Name”: An address in conveniently readable form for use on the worldwide web, the Internet, any other computer network or communication system.

(f) “Gross Margin”: For any fiscal period, the gross revenues recognized by the Importer for the sale of the Products within the Territory, less the aggregate Purchase Price of such Products paid by the Importer to the Seller.

(g) “Initial Term”: From the date of execution of this Agreement until the fifth anniversary of the date hereof.

(h) “Laid-in-Cost”: The Purchase Price paid by Importer for the Products plus all Importer Expenses with respect to such Products.

(i) “Operational Year”: Any fiscal year (years ending March 31) during the Term starting from the fiscal year 2009 (ending March 31, 2009).

(j) “Person”: An individual, corporation, company, partnership, joint venture, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity that may be treated as a person under applicable law.

(k) “Proprietary Information”: All information used or developed pursuant to this Agreement.

(l) “Renewal Term”: Any extended term following the Initial Term.

(m) “Shipments”: Shipments of the Products from Importer to Importer’s wholesalers or to state purchasing agencies pursuant to this Agreement.

(n) “Term”: The Initial Term and any Renewal Term.

(o) “Trade Dress”: Overall appearance and presentation of the Products’ labeling, packaging (inluding, without limitation, outer shippers), and containers, as well as associated advertising and copyrights in all materials which are connected with it.





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