Direct Operating Income or DOI definition

Direct Operating Income or DOI means net sales (inclusive of accrued returns, markdowns and allowances) of the Division less (i) cost of sales, including royalties and license fees, except for $100,000 to be paid to Guess?, Inc. with respect to the years ending January 31, 2007, 2008 and 2009, and (ii) the direct expenses of the Division set forth on Schedule 1.7 hereof, all as determined in accordance with Buyer's accounting procedures utilized in preparing internal financial statements for Buyer's divisions.