TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT ("Agreement"), dated as of March __, 2004, is made by and
between Vermont Pure Holdings Limited, a Delaware corporation with a place of business at 70 West Red Oak
Lane, West Harrison, NY 10604 ("Licensor") and MicroPack Corporation, a Delaware corporation with a place
of business at 5 Commonwealth Road, Suite 3A, Natick, MA 01760 ("Licensee").
A. Licensor holds the right, title and interest in and to certain trademarks and logos in the United States of
America, its territories and possessions.
B. Licensor desires to grant to Licensee, and Licensee wishes to obtain from Licensor, the right, privilege and
license to use such trademarks and logos in connection with the manufacturing, importation, advertising,
promotion, sale and distribution of certain goods, subject to the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises, the mutual promises set forth below and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee
hereby agree as follows:
The following definitions shall be applicable throughout this Agreement:
1.1 "AFFILIATE" shall mean any individual, corporation, limited liability company or other entity that is
controlled by, that controls, or that is under common control with a party. "Control" or any form of the word
means ownership of at least a fifty-one percent (51%) interest.
1.2 "GOODS" shall mean water in PET bottles of one gallon or less in size. The water may be gaseous, still,
unflavored or flavored, provided that any flavored water may only be flavored to the extent that a reasonable
consumer would describe the product as "flavored spring/mineral water", and not soda.
1.3 "GROSS SALES" shall mean gross amounts invoiced in respect of Goods, less any discounts, commissions,
credits for rejections and returns, taxes, and delivery charges.