Exhibit 4.11


 
   

  

	Exhibit 4.11




	

      COCA-COLA PLAZA 

      ATLANTA, GEORGIA




	 	October 1st, 2002




	EMBOTELLADORA PANAMCO TICA, S. A.


	Gentlemen:




	Reference is made to the Bottler’s Agreement between
      The Coca-Cola Company (hereinafter referred to as “the Company”)
      and EMBOTELLADORA PANAMCO TICA, S. A. (hereinafter referred to as “the
      Bottler”) effective as of October 1st,
      2002 (hereinafter referred to as the “Agreement”).




	As agreed on August 28, 1997, the procedure in connection
      with the implementation of Clause 26 (b) of the Bottler’s Agreement
      is as follows:




	 	With regard to maximum retail prices that may be
      specified by the Company for the Territory, the Bottler will be under no
      obligation to enforce compliance by retailers with such maximum prices,
      but will suggest that retailers comply with those maximum prices.




	 	The Company will not seek to exercise the rights
      to set maximum prices set forth in Clause 26 (b) of the Agreement in a manner
      which would constrain the Bottler from fulfilling its long term obligations
      to its shareholders.




	Company and Bottler agree that all remaining clauses, terms
      and conditions of the Agreement remain unchanged and in full force and effect.




	 	Very truly yours 

      

      THE COCA-COLA COMPANY 

      

      By: 
      

    



 

 




  

 


	BOTTLER’S AGREEMENT





	THIS BOTTLER AGREEMENT (hereinafter referred to
as the “Agreement”) valid as of OCTOBER 1, 2002, entered by and between THE
COCA-COLA COMPANY, a corporation duly incorporated pursuant to the Law regulating the
State of Delaware, United States of America, with main headquarters at One Coca-Cola
Plaza, N.W., in Atlanta City, State of Georgia, U.S.A. (hereinafter referred to as the
“Company”) , and EMBOTELLADORA PANAMCO TICA, S.A. a corporation duly
incorporated and regulated under the Laws applicable in the Republic of Costa Rica, with
main headquarters in the City of San José, Republic of Costa Rica (hereinafter
referred to as “The Bottler”)




	WHEREAS,




	 A. 	 The
Company’s business purpose is the manufacturing and sale of certain  Concentrates
and Beverages Bases (hereinafter referred to as “Beverages  Bases”) the
formulas of which are industrial secrets of the Company,  and which are used as basis for
the preparation of syrups for  non-alcoholic beverages (hereinafter referred to as the
“Syrups”), as  well as to the manufacturing and sale of such Syrups used for
the  preparation of certain non-alcoholic beverages explained in detail  within Appendix
I (hereinafter referred to as the “Beverages”) which  are put for sale in
bottles and other packages as well as in other  forms or manners.




	 B. 	 The
Company owns the registered trade marks detailed in Appendix II  securing such Bases for
Beverages, Syrups and Beverages. It also owns  several trade marks consisting of
Distinctive Containers in different  sizes in which the Beverages have been
commercialized for many years,  as well as the registered trade marks consisting of the
design of a  Dynamic Tag used for the advertisement and marketing of some Beverages  (all
registered trade marks whether collectively or on an individual  basis will hereinafter
be referred to as the “Trade Marks”).




	 C. 	 The
Company has the exclusive right for the Beverages preparation,  bottling and sale as well
as that for the Bases for Beverages and  Syrups manufacture and sale in the Republic of
Costa Rica.




	 D. 	 The
Company has designated and authorized certain third parties to  manufacture the Beverages
Bases for their sale to bottlers duly  appointed as such (those third parties mentioned
above will be  hereinafter referred to as the “Authorized Suppliers”).




	 E. 	 The
Bottler has requested for authorization from the Company so as to  use the “Trademarks” in
connection with the preparation and bottling of  the Beverages and for the distribution
and sale of the Beverages within  the stated territory described herein.




	 F. 	 The
Company is willing to grant such authorization requested to the  Bottler under the terms
and conditions stated in this Agreement.






 
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	THEREFORE, the parties agree as follows:




	 I. 	 APPROVAL




	 	1. 	 By
means of this Agreement, the Company autorices the Bottler  and in turn, the Bottler is
obligated, under the terms and  conditions herein, to prepare and bottle the Beverages in
Authorized Packages as defined later on and to distribute and  sell them under the
Trademarks exclusively in and within the  territory defined in Appendix III (hereinafter
referred to as  the “Territory”) .




	 	2. 	 The
Company  will  approve  during the validity  period of this  Agreement  and at its own
discretion,  the types of container,  sizes, shapes and other distinctive
characteristics  (hereinafter  referred  to as the  “Authorized  Packages”)
the Bottler is entitled to use  pursuant  to this  Agreement  for the  packing of each
one of the  Beverages.  The list of  Authorized  Packages in  connection  with each one
of the  Beverages  upon the coming into  force of this  Agreement  is  detailed  in
Appendix  IV).  The  Company  may, by means of  written  communication sent to the
Bottler,  authorize the usage of additional  Authorized  Packages for the preparation,
distribution and sale of one or more types of Beverages.




	 	 	The
Company keeps the right to cancel its authorization in  connection with any Authorized
Package for any of the  Beverages by means of written notification, sent with 6 (six)
months notice to the Bottler. The parties acknowledge and  accept that the Company will
exercise its right to cancel its  approval in such a way that it will allow the Bottler
to  prepare, bottle, distribute and sell the Beverages pursuant to  the terms herein in
at least one of the Authorized Packages.  In the event such cancellation takes place,
provisions in  Clause 30 (c) will be applied to the packages regarding which  the
authorization has been cancelled. The Company will not  cancel the authorization in
connection with an Authorized  Package with the sole purpose of granting preparation,
bottling, distribution and sale rights to a third party in  connection with Beverages in
such Authorized Package within  the Territory.





	 	3. 	 The
Exhibits attached to this Agreement, if any, identify the  nature of the complementary
authorizations that may be granted  from time to time to the Bottler pursuant to the
terms stated  herein and regulate the specifi rights and obligations of the  parties in
connection with the complementary authorizations.





	 II. 	 OBLIGATIONS
OF THE COMPANY




	 	4. 	 The
Company or Authorized Suppliers will sell and deliver the  Bottler the amount of
Beverages Bases the Bottler may request  for on a regular basis, 





 
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	 	 	in
the understanding that and as long  as:




	 		(a) 	 The
Bottler will request for and the Company or the  Authorized Suppliers will sell and
deliver to the  Bottler only the amount of Beverages Bases that may  be necessary and in
the enough amount in order to  comply with this Agreement; and




	 		(b) 	 The
Bottler will use the Beverages Bases exclusively  for the preparation of the Beverages as
prescribed by  the Company from time to time, and the Bottler is  banned to whether sell
the Beverages Bases or the  Syrups or allow them to get to third parties without  the
Company’s previous written consent.




	 		 	The
Company will keep the exclusive and unique right  so as to determine the formulas,
composition or  ingredients for the Beverages and Beverages Bases at  any moment.




	 	5. 	 The
Company, within the validity term of this Agreement,  except for the stated in Section
11, will refrain from  selling, distributing or authorizing third parties to sell or
distribute the Beverages within the Territory in the  Authorized Packages, keeping the
right however, to prepare and  bottle the Beverages in the Authorized Packages within the
Territory to be sold outside the Territory and to prepare,  bottle, distribute and sell
or authorize the preparation,  bottling, distribution or to authorize third parties to
sell  the Beverages within the Territory in any other manner or  form.






	 III. 	 OBLIGATIONS
OF THE BOTTLER IN CONNECTION WITH THE COMMERCIALIZATION OF BEVERAGES, FIANCIAL CAPACITY
AND PLANNING.




	 	6. 	 The
Bottler will have the continuous obligation to develop,  foster and totally satisfy the
demand for each one of the  Beverages within the Territory. Therefore, the Bottler
convenes and agrees with the Company, the following:




	 		(a) 	Prepare,
bottle, distribute and sell the  necessary amounts of each one of the Beverages so as  to
satisfy in full and in all regards the whole  demand of each one of the Beverages within
the  Territory.




	 		(b) 	 To
make all efforts and use all tested, practical and  approved means so as to develop and
exploit in full  the business potential of the preparation, bottling,  commercialization
and distribution of each one of the  Beverages within the Territory by means of the
continuous creation, fostering and expansion of the  future demand of each one of the
Beverages, totally  satisfyingy in all aspects, the current demand;






 
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	 		(c) 	 To
invest all capital and incurr into all expenses  that may be needed for the organization,
installation, operation, maintenance and replacement  of all manufacturing, storing,
marketing,  distribution, delivery and transportation facilities  as well as any other
kind of facilities and equipment  within the Territory so as to comply with this
Agreement;




	 		(d) 	 To
sell and distribute the Beverages in Authorized  Packages only to final retailers or
consumers within  the Territory. However, the Bottler is authorized to  distribute and
sell the Beverages in the Authorized  Packages to wholesalers within the Territory
selling  only to retailers within the Territory. Any other  distribution method will be
subject to the Company’s  previous authorization in written; and




	 		(e) 	 To
have a competent management team, duly qualified  and to recruit, train, maintain and
direct all  personnel that may be required in all aspects so as  to comply with the
Bottler’s obligations pursuant to  this Agreement.





	 	7. 	 The
parties  agree  that,  in order to  develop  and foster the demand of each one of the
Beverages,  advertisement  and other  marketing  activities  are  necessary.  The
Bottler  therefore  agrees  to  spend  the  amounts  of  money  that  may  be  necessary
for  the  advertisement  and  marketing  of the  Beverages so as to maintain and increase
the demand  of  each  one of  the  Beverages  within  the  Territory.  The  Company  may,
at its  own  discretion,  contribute  to such  advertisement  and marketing  expenses.
The Company may  also use its own  funds for each  advertisement  or  promotion  activity
it may  consider  appropriate to conduct within the  Territory,  having the foregoing by
no means  affecting  the  Bottler’s  obligation  to invest  the  necessary  sums of
money for  advertising  and  marketing  of each one of the  Beverages  so as to foster
and  develop  the demand of each  one of the Beverages within the Territory.




	 	8. 	 The
Bottler will submit to the Company, for its previous  approval, all advertising and
promotions related to the  Trademarks ad the Beverages and will use, publish, maintain
and distribute only the advertisements and promotional  material related to the
Trademarks or Beverages that may be  approved and authorized by the Company.




	 	9. 	 The
Bottler will maintain the consolidated financial capacity  that may be reasonably
necessary so as to make sure the  Bottler can comply with its obligations pursuant to
this  Agreement. The Bottler will keep books, accounts and records  in a precise manner
and will supply the Company, upon request,  the financial and accounting information that
may be required  so as to allow the to Company determine the Bottler’s  compliance
of its obligations pursuant to this Agreement.






 
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	 	10. 	 The
Bottler convenes and agrees as follows:




	 		(a) 	 To
deliver a program to the Company each calendar year  (hereinafter  referred to  as “Annual
Program”)  which should be  acceptable  for the Company both, in form  and  content.
The Annual  Program will  include,  but may not be limited to, the  Bottler’s plans
for  commercialization,  administration and management,  finance,  promotion and
advertising,  showing in detail the activities  envisioned for the  following
twelve-month  period or any other  period the Company  may  establish.  The  Bottler
will  diligently  enforce  the Annual  Program and will inform on a  quarterly  bases or
as stated by the  Company,  about  the  compliance  with such  Annual Program.




	 		(b) 	 Will
inform the Company, on a monthly basis or within  the intervals the Company may state for
such  purposes, the sales volume of each one of the  Beverages in a detailed manner and
with the data the  Company may request.




	 	11. 	 The
Bottler acknowledges that the Company has entered or may  enter agreements similar to
this Agreement with third parties  outside the Territory and accepts the limitations such
agreements may reasonably impose to the Bottler in the  development of its business
according to the terms herein.  Likewise, the Bottler agrees to develop its business in
such a  way so as to avoid conflicts with such third parties and,  should disputes may
arise despite it all, is obligated to make  all reasonable efforts so as to settle them
in an amicable  manner.




	 	 	The
Bottler may not oppose, without valid reasons, to any  additional measure, the adoption
of which may be considered as  necessary by the Company and justified by it aiming at
protecting and improving the Beverages sale and distribution  systems. For instance,
those that may be adopted related to  the attention of big or special accounts the scope
of which  may go beyond the Territory limits, even if such measures  represent a
restriction of the Bottler’s rigths or obligations  within reasonable limits without
affecting the essence of this  Agreement.




	 	12.	(a) 	
a) The Bottler  acknowledging  the  important  benefit  both,  for itself and all  third
parties  referred  to in  Clause  11  mentioned  above,  derived  from the  external
uniform  appearance of the  distribution  equipment and other equipment  and  material
used  pursuant  to the  terms  herein,  agrees  on  accepting  and  applying  the
adopted  rules that may be issued from time to time by the Company  for the  design  and
decoration  of the  trucks  and  other  vehicles  used  for  distribution,  as well as
cases, cardboard,  refrigerators,  vending machines and  other  materials and equipment
used for the  distribution  and sale of Beverages  pursuant to this Agreement.






 
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	 		(b) 	 Likewise,
the Bottler is bound to maintain and  replace such equipment within the periods fo time
that may be reasonably necessary and not to use such  equipment neither to distribute nor
sale any other  products that may not be identified under the  Trademarks without the
Company’s written consent.





	 	13.	(a) 	 By no means may the Bottler prepare, sell, or
      distribute or cause the sale or distribution of any of the Beverages outside
      the Territory without the Company’s previous consent.




	 		(b) 	 In
the event any of the prepared, bottled,  distributed or sold Beverages by the Bottler
were  found within the Territory of another authorized  Bottler by the Company
(hereinafter referred to as  the “Injured Bottler”, besides the other resources
available, the following may apply:




	 			1) 	 The
Company may immediately cancel the  authorization of the Authorized container(s)  found
within the Injured Bottler’s  Territory;




	 			2) 	 The
Company may charge the Bottler a  compensatory amount for the Beverages found  in the
Injured Bottler’s Territory so as to  compensate the lost profit, the expenses and
other costs incurred by the Company and the  Injured Bottler; and




	 			3) 	 The
Company may buy any of the prepared,  bottled, distributed or sold Beverages by  the
Bottler that may be found in the Injured  Bottler’s Territory and the Bottler,
additionally to any other obligation that  may have pursuant to this Agreement, will
reimburse the Company with the cost incurred  for the purchase, transportation and or
destruction of such Beverages.




	 		(c) 	 In
the event the prepared, bottled, distributed or  sold Beverages by the Bottler were found
in the  Territory of an Injured Bottler, the Bottler may  submit to the Company’s
representatives all sale  contracts and other documents related to such  Beverages and
will help the Company in all  investigations conducted related with the sale and
distribution of such Beverages outside the Territory.




	 		(d) 	 The
Bottler will inform the Company immediately in  the event of receiving an order or a
purchase offer  from a third party regarding which, the Bottler may  know or may have
reasons to believe would lead to the  commercialization, sale, resale, distribution or
redistribution of Beverages outside the Territory  infringing the stated herein.





 
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	 IV. 	 BOTTLER’S
OBLIGATIONS IN CONNECTION WITH THE TRADEMARKS




	 	14. 	 The
Bottler will acknowledge at all times the validity of the  Trademarks and the fact they
belong to the Company and by no  means will it question such validity or ownership in any
way  whatsoever.




	 	15. 	 No
provision  within this  Agreement  may grant the Bottler  benefit or right of any kind
neither over the  Trademarks or over the goodwill  inherent to them,  nor over the
labels,  designs,  packages  or  any  other  visual  representation  thereof,  used  in
connection  thereto.  The  parties  agree  and  understand  that  this  is  nothing  but
a  temporary  authorization  issued in favor of the  Bottler  pursuant  to the terms of
this  Agreement,  leading  not to any right or  interest  and with no payment of any
right or  royalty,  for  the  usage  of  such  Trademarks,  labels,  designs,  packages
or  any  other  visual  representations of them, but only related to the preparation,
bottling,  distribution and  sale of the  Beverages in  Authorized  Packages.  Such usage
must be conducted in a manner  and form that all  goodwill  related to it  benefits  the
Company as the source and origin  of  such  Beverages,  and  the  Company  will  keep
full  right  over  determining  the  presentation  of such  Trademarks  and other steps
that may be necessary or  convenient so  as to assure compliance in the stated in Section
15.




	 	16. 	 The
Bottler may neither adopt or use any name, corporate name,  company name, establishment
name nor any other commercial name  including the words “Coca-Cola”, “Coca”,
“Cola”, “Coke” or any  other that could be mistaken for or considered
as similar to  any graphic or visual representation of the Trademarks or any  other brand
or industrial property of the Company, without  previous written consent of the Company.




	 	17. 	 The
Bottler convenes and agrees with the Company during the  validity period of this
Agreement and pursuant to the  applicable legislation as follows:




	 		(a) 	 Not
to manufacture, prepare, bottle, distribute,  sell, negotiate or in any other manner
establish a  relationship with any other products of non-alcoholic  beverages besides
those prepared, bottled,  distributed or sold by the Bottler under the  Company’s
approval except in the event of obtaining  the Company’s written consent in advance.




	 		(b) 	 Not
to manufacture, prepare, bottle, distribute,  sale, negotiate or by any other means
establish any  relationship with any other concentrated solution,  base for beverage,
syrup or beverage that may be  easily mistaken for any of the Beverages Bases ,  Syrups
or Beverages.





 
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	 		(c) 	 Not
to manufacture, prepare, bottle, distribute,  sell, negotiate or by any other means
establish any  other relationship with any other beverage by-product  under any
commercial design or any container  imitating a commercial design or container over which
the Company claims property rights or that may be  subject to confusion or to cause
confusion or that  may be perceived by the consumer as confusingly  similar or that may
be substituted by such commercial  design or container;




	 		(d) 	 Not
to manufacture, prepare, bottle, distribute,  sell, negotiate or by any other means
establish any  relationship with any product under any other brand  or name that may be
an imitation, copy, infringement  or confusingly similar to any of the Trademarks, and




	 		(e) 	 Within
the validity term of this Agreement and within  a period of two (2) years after
termination of such  term and acknowledging the valuable rights granted by  the Company
to the Bottler pursuant to this  Agreement, not to manufacture, prepare, bottle,
distribute, sell, negotiate or by any other means  establish any other relationship with
any other  beverage the name of which may include the word  “Cola” (whether on
its own or together with any other  word or words) or any other phonetic interpretation
of such word.




	 	 	The
stipulated herein applies not only to the operations with  which the Bottler may be
directly involved but also to the  operations with which the Bottler may be indirectly
involved  by means of ownership, control, management, partnership,  contract, agreement
or any other means whether within or  outside the Territory. The Bottler is obligated not
to  acquire, retain whether directly or indirectly any property  interest in or become
part of any contract or agreement  related to the management or control of any person or
legal  entity, within or outside the Territory participating in any  of the activities
prohibited under this Section.




	 	 	Likewise,
in connection with the alcoholic beverages with  which the Bottler may establish any
relationship within the  validity term of this Agreement, the Bottler agrees to conduct
such business or any area within it, that may include the  manufacturing, preparation,
bottling, distribution or sale or  any other activity related to alcoholic beverages by
means of  a different company in such a way that it seems to be a  business activity
different from the Bottler’s Beverages  business pursuant to the stated herein. By
means of the  foregoing, the Bottler agrees to conduct any business related  to alcoholic
beverages by means of a different commercial  entity, including: (i) legal identity;(ii)
plant or physical  infrastructure; (iii) sales force; (iv) machinery and  vehicles; and
(v) other characteristics of the business,  unless the Company approves otherwise in
written.




	 	18. 	This
agreement reflects mutual interest of the parties and in the  event:






 
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	 		(a) 	 a
third party that, in the Company’s opinion, is  related whether directly or
indirectly, by means of a  property title, the exercise of a control or by any  other
means with the manufacturing, preparation,  bottling, distribution or sale of any product
specified under Section 17 mentioned above, purchases  or by any other means obtains
control or influences  anyhow whether directly or indirectly the Bottler’s
management activities; or




	 		(b) 	 any
person or legal entity that having majority  ownership or control whether directly or
indirectly  over the Bottler or that may be controlled in a  direct or indirect manner by
the Bottler or any third  party that may have control or any direct or indirect
influence over the Bottler’s management activities,  pursuant to the Company’s
opinion takes part in the  preparation, bottling, distribution or sale of any of  the
products specified in Section 17 stated above.




	 	 	In
such event, the Company may be entitled to terminate this  Agreement immediately unless
the third party conducting the  purchase pursuant to the stated in sub-paragraph (a)
above or  the person, entity, firm or company referred to in  sub-paragraph (b) mentioned
above, upon receiving written  notice of the Company stating its intention of terminating
the  Agreement as stated before, agrees to discontinue and actually  discontinues the
manufacturing, preparation, bottling,  distribution or sale of such products within a
reasonable  period of time not exeeding six (6) months as of the  notification date.





	 	19.	(a) 	 If the Company, for the purposes of this Agreement,
      requires, pursuant to the applicable laws regulating the registration and
      license of industrial property, for the Bottler to be registered as authorized
      user or licensee of the Trademarks, upon the Company’s request, the
      Bottler will enter all an any contracts and documents that may be necessary
      so as to establish, modify or cancel the registration.




	 		(b) 	 Should
the public authority with the relevant  jurisdiction reject the Company and Bottler’s
request  so as to register the Bottler as authorized user or  licensee of any of the
Trademarks in connection with  any of the Beverages prepared and bottled by the  Bottler
pursuant to this Agreement, the Company will  be entitled to terminate this Agreement or
immediately cancel the relevant authorization in  connection with such Beverages.





	 V. 	 OBLIGATIONS
OF THE BOTTLER IN CONNECTION WITH THE PREPARATION AND BOTTLING OF THE BEVERAGES





	 	20. 	(a)	 The Bottler convenes and agrees
      with the Company to use, in the preparation of the Syrups for each one of
      the Beverages, only the 






 
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	 		 	Beverages
Bases  acquired  from the  Company or  Authorized  Suppliers  and in using the Syrups
only for the  preparation and bottling of the Beverages  strictly  subject to and in
compliance  with the  directions in written that will be  communicated  to the Bottler by
the  Company in a regular  basis.  The Bottler  also agrees with the Company that upon
preparing,  bottling  and  distributing  the  Beverages  will  at  all  times  be
subjected  to the  manufacturing,  hygiene  among other rules stated from time to  time
by the  Company  and to  comply  with  all  applicable  legal  requirements.  Likewise,
the  Bottler  will at all  times  allow  the  Company,  its  officers,  agents,
representatives  or  employees  to have access and to inspect the plant,  facilities,
equipments  and methods  used by the  Bottler  for the  preparation,  bottling,  storage
and  management  of the Beverages in order to determine if the  Bottler complies with the
terms of this Agreement.




	 		(b) 	 The
Bottler,  acknowledging  the  relevance  of  identifying  the  manufacturing  source for
the  Beverages in the market,  agrees to use  identification  codes in  all bottling
and/or packaging materials for the Beverages,  including  Authorized  Packages  and
disposable  cases.  Moreover,  the  Bottler  agrees  to  install,  maintain  and  use
the  necessary  machinery  and  equipment  required  for  the  application  of such
identification  codes.  The Company will supply the Bottler  from time to time with the
necessary  directions  in written in  connection  with  the forms of the  identification
codes  that may be used by the  Bottler as well  as the production and sale records to be
kept by the Bottler.




	 		(c) 	 In
the event  the  Company  determines  or  notices  the  existence  of any issue  related
to quality or of  technical  origin  related to any of the  Beverages  or  Authorized
Packages in  connection  with any of the  Beverages,  the Company may  require  the
Bottler  to  take  all  necessary  measures  so as  to  immediately  withdraw  such
Beverages  from the market.  The Company  will notify the Bottler  whether by  telephone,
cable,  telex,  telefax or any other  means of  immediate  communication  its decision of
requesting  the Bottler to withdraw such Beverages  from the market.  Upon  reception  of
such notice,  the Bottler will  immediately  stop the  distribution  of such Beverages
and will take any other action that may  be requested by the Company in connection  with
the  withdrawal of such Beverages  from the market.




	 		(d) 	 In
the event the Bottler  determines  or gets  acquainted  with any quality issue  or of
technical  origin  related to any of the Beverages or  Authorized  Packages  in
connection  with any of the  Beverages,  the Bottler will  immediately  notify  the
Company by telephone,  cable, telex,  telefax or any other means of immediate
communication.  This  notification  will  include:  (1)  identity  and  amount of
Beverages  involved,  including the Authorized  Packages,  (2) codification data,





 
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	 		 	(3)
any other  relevant  means  including  information  helping in the tracing of  such
Beverages.




	 	21. 	 The
Bottler must, at its own cost and expense, submit to the  Company, samples of the Syrups,
Beverages and the materials  used for the preparation of such Syrups and Beverages
pursuant  to the directions communicated in written by the Company from  time to time.





	 	22.	(a) 	 In the bottling, distribution and sale of the
      Beverages, the Bottler will only use Authorized Containers, lids, boxes,
      cardboard, labels and other bottling or packaging materials approved from
      time to time by the Company, and the Bottler will acquire such items only
      from the suppliers previously authorised by the Company so as to manufacture
      such items to be used in connection with the Trade Marks and Beverages.
      The Company will make its best effort so as to approve two or more suppliers
      for such items, in the understanding that such authorized suppliers may
      be within or outside the Territory.




	 		(b) 	 The
Bottler will inspect the Authorized Packages,  lids, cases, cardboard, labels and other
bottling or  packaging materials and will only use those items  complying with the rules
stated by the applicable law  within the Territory besides the rules and  specifications
stated by the Company. The Bottler  will assume, on an independent manner, the
responsibility in connection with the usage of such  Authorized Packages, lids, cases,
cardboard, labels  and other bottling materials complying with such  rules.




	 		(c) 	 The
Bottler will maintain on an permanent basis,  enough inventory of Authorized Packages,
lids,  labels, cardboard and other bottling materials so as  to fulfill, in full, the
demand of each one of the  Beverages within the Territory.





	 	23.	(a) 	 The Bottler acknowledges that the increases
      in demand for Beverages, as well as the changes in the list of Authorized
      Packages may require, from time to time, modifications or other changes
      in connection with their existent equipment for the manufacture, bottling,
      distribution or direct supply or may require the purchase of additional
      equipment for the manufacturing, bottling, distribution or direct supply.
      The Bottler therefore agrees to modify the existent equipment, acquire and
      install the additional equipment that may be necessary with enough anticipation
      so as to permit the introduction of the new Authorized Packages and the
      preparation and bottling of the Beverages pursuant to the permanent obligations
      of the Bottler of develop, foster and satisfy in full the demand for each
      one of the Beverages within the Territory.




	 		(b) 	 In
the  event the  Bottler  uses  non-returnable  Authorized  Containers 






 
	   11



 

 
















	 		 	for
the  preparation  and  bottling of the  Beverages,  the  Bottler  agrees to invest the
necessary  capital  as well as the sums that may be  requested  from time to time  so as
to create and maintain an adequate  inventory of the Returnable  Authorized  Containers.
Aiming at assuring  the  permanent  quality and  appearance  of such  inventory of
non-disposable  Authorized Packages. The Bottler,  moreover,  agrees  to replace all or
part of such inventory of  non-disposable  Authorized  Packages  as reasonably  necessary
and pursuant to the  obligations  of the Bottler  stated  herein.




	 		(c) 	 The
Bottler agrees not to re-bottle or by any other  means re-use any of the non-returnable
Authorized  Packages that may have been previously used.




	 	24. 	 The
Bottler is the only held responsible for the compliance of  its obligations pursuant to
this Agreement in the terms stated  on the law and regulations applicable in the
Territory, and  should immediately inform the Company about any rule that may  hinder or
limit the Bottler regarding the strict compliance of  its obligations herein clearly
stated.





	 VI. 	 CONDITIONS
FOR PURCHASE AND SALE




	 	25. 	 The
Bottler will acquire the Beverages Bases that may be  required for the preparation and
bottling of the Beverages  from the Company or Authorized Suppliers only, pursuant to the
stated in this Agreement.





	 	26. 	(a)	 The Company, by means of communication to the
      Bottler, keeps the right to establish at its own discretion, prices of the
      Beverages Bases, including the shipment and payment conditions, the currency
      or currencies acceptable by the Company for payment purposes and to appoint
      one or more Authorized Suppliers, the place for procurement and/or alternative
      procurement places for each one of the Beverages Bases.




	 		(b) 	 The
Company keeps the right,  up to the extent  permitted by the  applicable  law  within the
Territory,  to establish and review, bu means of written  notification  to the  Bottler,
the  maximum  sale prices of each one of the  Beverages  in the  Authorized  Packages  to
be sold by the  Bottler  to  retaliers  and the  maximum  retail  price  for  each  one
of  the  Beverages.  In  this  connection,  it  is  acknowledged  that the  Bottler  may
sell the  Beverages  to the  retailers  and  authorize  the retail  sale of the
Beverages  at lower  prices  than the maximum  sale prices that may be established  or
reviewed by the Company  pursuant to this  sub-parragraph.  The Bottler  may neither
increase,  however,  the maximum  sale  prices  established  or reviewed by the  Company
for the  Beverages  sold in the  Authorized  Packages to  retailers  nor  approve an
increase in the maximum  sale  prices of the Beverages 






 
	   12



 

 
















	 		 	without
written approval issued by the Company.




	 		(c) 	 The
Company keeps the right, by means of notification  in written to the Bottler, to change
the Authorized  Suppliers and to revise from time to time and in any  moment at its
entire discretion, the prices of any of  the Beverages Bases, the shipment conditions
(including the place for procurement) as well as the  currency or currencies acceptable
to the Company or  its Authorized Suppliers.




	 		(d) 	 If
the Bottler is not willing to pay the revised  price in connection with the Beverages
Bases for  “Coca-Cola” Beverage, the Bottler will notify so in  written within
the next thirty (30) days upon  reception of the notification issued by the Company
stating the revision of the price mentioned above.  Should this be the case, this
Agreement will  automatically be terminated upon three (3) calendar  months following the
reception date of the  notification received by the Bottler.




	 		(e) 	 Except
for the stated in  subparagraph  (d) mentioned  above in  connection  with  the Base for
Beverage  “Coca-Cola”,  if the  Bottler  is not  willing to pay the  revised
price in connection  with the Base(s) for  Beverage(s) for one or more of  any of the
other  Beverages,  the  Bottler  should  notify so to the  Company  in  written  within
the thirty (30) days upon  reception of the written  notification  of the Company
notifying  the revision of the price or prices  mentioned  above.  In this case, the
Company,  at its own  discretion and taking into  consideration  the  current  and
future  market  conditions,  may  take  one of  the  following  actions:  (i)  notify
the  Bottler,  in  written,  that  this  Agreement  will  terminate  after three (3)
calendar months upon receipt of the  notification  for  termination  issued by the
Company  and sent to the  Bottler or (ii)  notify the  Bottler in written  that the
authorization  to the  Bottler in  connection  with  such  Beverage  of  Beverages
regarding  which the Bottler is not willing to pay  the revised price is cancelled.  Such
cancellation  will be effective  three (3)  calendar months upon reception of the
notification  from the Company stating the  cancellation  of  such  authorization(s)  to
the  Bottler.  In  the  event  the  cancellation  of  authorization  of a  Beverage  or
Beverages  pursuant  to this  subparagraph,  the conditions  stated on Section 30 will
apply in connection with  such Beverage of Beverages and,  notwithstanding  any other
stipulation  herein,  the  Company  will  have  no  additional  obligations  towards  the
Bottler  in  connection  with the  Beverage or  Beverages  the  authorization  of which
has or  have been  cancelled,  and the Company  will have the right to  prepare,  bottle,
distribute,  sell or grant  authorizations  to a third  party  so as to  prepare,
bottle, distribute or sell such Beverage or Beverages within the Territory.




	 		(f) 	 The
omission committed by the Bottler regarding  notification to the 





 
	   13



 

 

















	 		 	Company
the related to the  revised price in connection with one or more of the  Beverages Bases
regarding subparagraphs (d) and (e)  mentioned above will be considered as acceptance by
the Bottler of the revised price.




	 		(g) 	 The
Bottler commits to collect and charge the retail  distributors the deposits the Company
may determine  from time to time by means of written notification to  the Bottler for
each one of the non-disposable  Authorized Packages and each one of the  non-disposable
cases delivered to them, and to make  all reasonable efforts so as to recover the empty
Authorized Packages and cases and, once collected, to  reimburse or credit the deposits
corresponding to  such Authorized Packages that may have no damage and  that may be in
good conditions.





	 VII. 	 DURATION
AND TERMINATION OF THE AGREEMENT




	 	27. 	 (a) This Agreement will be effective as of OCTOBER
      1, 2002 and will be due, with no previous notification, on SEPTEMBER
      30, 2007 unless terminated in advance as stated herein. The parties
      to this Agreement acknowledge and agree that the Bottler will have no right
      to claim the tacit renewal of this Agreement.




	 	 	(b)
If  the Bottler has complied in full with all terms,  covenants, conditions and
stipulations  herein within its  validity period and the Bottler is capable of constantly
promoting,  developing and exploiting the total potential of  the business in the
preparation,  bottling, distribution and  sale of each one of the beverages, the Bottler
may request  for  an extension of this Agreement for an additional five (5) year  term.
The Bottler  may request such extension by means of a  written notification to the
Company with at  least six (6) but  not more than twelve (12) months notice before the
expiration  date of  this Agreement. The Bottler’s extension request should  be
supported by the  documentation the Company may request for,  including the documentation
related to the  Bottler’s  compliance of the obligations stated herein and including
documents  verifying the Bottler’s constant capacity to  develop, stimulate and
satisfy in full  the demand for each one  of the beverages within the territory. In the
event the  Bottler  has satisfied pursuant to the Company’s opinion the  conditions
for the extension of  this Agreement, the Company  may, by means of written notification,
agree to extend this  Agreement for the additional term.




	 	 	(c)
Upon expiration of any of such additional terms, this  Agreement will finally expire with
no need for additional  notification and the Bottler will have no right to claim for a
tacit renewal of this Agreement.





	 	28.	(a) 	 This Agreement may be terminated by the Company
      or by the Bottler immediately and incurring in no liability whatsoever by
      





 
	   14



 

 

















	 		 	means
of written notification  between the parties holding the right to terminate  the other
party:




	 			(1) 	 If
the Company, the Authorized Suppliers or  the Bottler can not obtain in a legal manner
the foreign currency necessary so as to make  payments related to imports of the
Beverages  Bases or the ingredients or materials  necessary so as to manufacture the
Beverages  Bases, the Syrups or the Beverages; or




	 			(2) 	 If
any of the parties to this Agreement  stops acting pursuant to the laws or  applicable
regulations in the country where  the Territory is located and, as a result,  or deriving
from any other law that may  affect this Agreement, any of the main  stipulations herein
can not be legally  complied with or in the event the Syrups, or  Beverages can not be
prepared or sold  pursuant to the directions issued by the  Company pursuant to Section
20 mentioned  above or if any of the Beverages Bases can  not be manufactured or sold
pursuant to the  Company’s formulas or the rules stated by  it.




	 		(b) 	 This
Agreement may be immediately terminated by the  Company, without incurring into liability
for losses  and damages:




	 			(1) 	 If
the Bottler becomes insolvent or declares  bankruptcy or if a request for bankruptcy is
filed against or on behalf of the Bottler  without having it suspended or rejected
within the one hundred and twenty (120) days  after its filing, or if the Bottler submits
a request to liquidate or close its  business, or if it requests for disolution  or if a
judicial order in this connection is  issued against the Bottler, or if a  receivership,
bankruptcy trustee or judicial  manager is appointed so as to manage the  Bottler’s
business, or if the Bottler enters  a scheme for judicial or voluntary  organization with
its creditors, or closes  any similar deal with them or makes a  general transfer of
assets in favor of the  creditors; or




	 			(2) 	 In
the event of dissolution, nationalization  or expropriation of the Bottler or in the
event the Bottler’s productive or  distribution assets are seized.





	 	29.	(a) 	 This Agreement may also be terminated by the
      Company or the Bottler in the event the other party fails to comply with
      any of the terms, stipulations or conditions stated herein and defaults
      in fixing such non-compliance(s) within the following sixty (60) days after
      having such party receiving notification in written stating such default(s)
      on compliance.






 
	   15



 

 












	 		(b) 	 Besides
all other  resources  the  Company  may be entitled to by virtue of this  Agreement,  if
the Bottler stops  following the rules  established by the Company  or those  requested
by the applicable  laws in the Territory for the  preparation  of the Syrups or
Beverages,  the  Company  will have the right to  prohibit  the  production  of Syrups or
Beverages  until the default on  compliance is solved at  the  entire  satisfaction  of
the  Company,  and  the  Company  may  demand  the  withdrawal  from the market,  at the
Bottler’s  expense of the Beverages  that do  not  comply  or are  not  manufactured
pursuant  to  the  directions,  rules  or  requirements  issued in such  connection and
the Bottler will  immediately  stick  to such prohibition or demand.  During such
prohibition  period, the Company will  be  entitled  to suspend  the supply of  Beverages
Bases to the Bottler and will  also keep the right to supply,  cause or allow others to
supply the  Beverages in  Authorized  Packages  in  the  Territory.  No  prohibition  or
demand  may  be  considered  as a waiver of the  Company’s  rights  to  terminate
this  Agreement  pursuant to this Section whatsoever.




	 	30. 	 Upon
maturity or anticipated termination of this Agreement or  the cancellation of the
authorization for one or more  Beverage(s), only in connection with that (those)
Beverage(s)  as it may deem appropriate:




	 		(a) 	 As
of that date, the Bottler may not prepare, bottle,  distribute or sell the Beverages or
may use any of  the Trademarks, Authorized Packages, cases, lids,  labels, bottling
material or advertising material  used or aimed at being used by the Bottler in
connection with the preparation, bottling,  distribution and sale of the Beverages;




	 		(b) 	 The
Bottler  will  immediately  eliminate  all  reference  to the  Company,  the  Beverages
and the  Trademarks  from the  facilities,  delivery  vehicles,  direct  sale  equipments
and  other  equipments  of the  Bottler,  as well  as from  all  commercial  stationery
and all written,  graphic,  electromagnetic  and,  digital  material or promotional
articles,  or advertisements used or kept by the Bottler  and as of that date,  by no
means the Bottler may assert it has any  relationship  with  neither  the  Company,  the
Beverages  nor  the  Trademarks  in  any  way  whatsoever.




	 		(c) 	 The
Bottler  will  immediately  deliver  to  the  Company  or to a  third  party  pursuant to
the  directions  that the Company may issue in such  connection,  all  the Beverages
Bases in Authorized  Packages,  Authorized Packages to be used with  the  Trademarks or
any of them,  cases,  lids,  labels,  packaging  materials and  advertising  materials
for the Beverages still under the Bottler’s  possession or  control.  The Company,
upon receiving the material  pursuant to such directions,  will pay the  Bottler  an
amount  equal to the  reasonable  market  price of such  inputs or  materials in the
understanding  that the Company will only accept and  pay such inputs and materials  that 






 
	   16



 

 















	 		 	may
be usable and  first-class  quality.  All  Authorized  Packages,  lids, labels,
packaging material and advertising material  holding  the  name  of the  Bottler  and
inputs  or  materials  that  may not be  appropriate for usage pursuant to the Company’s
rules,  will be destroyed by the  Bottler at its own cost and expense.  In the event this
Agreement is  terminated  pursuant to the  provisions  in Sections  18 or 28 (a) and
deriving  from any of  the  circumstances  detailed in Section 35 (including  the
termination  by legal  provision)  or if the  Agreement  is  terminated  by  the  Bottler
by any  other  different  reason  pursuant to or resulting  from the  enforcement of
Sections 26  or 29,  or upon  cancelling  the  authorization  for one (or more)  Beverage
(s)  pursuant to Section 26 (e) or Section 31, the Company  will have the option,  but
not the  obligation,  of purchasing  the inputs and  materials  referred to above  from
the Bottler; and




	 		(d) 	 All
rights and obligations  stated herein,  whether expressly defined or that may  have been
aquired or are being acquired  deriving from the usage,  practice or by  any other
manner will  expire,  cease and  terminate,  except for the  Bottler’s  obligations
stated in  Sections  13 (b) (2) and (b) (3),  14, 15, 16, 17 (e), 19  (a) , 0.30,  36 (a)
, (b) , (c) and (d) and 37,  which will remain valid and with  full effect.  It is
understood  that this provision  should not affect any of the  rights that the Company
may have  against the Bottler in  connection  with claims  for  default on payment of any
debt or  obligation  of the  Bottler  towards  the  Company or with the authorized
suppliers.




	 	31. 	 Besides
all other  resources  of the  Company in  connection  with any  default  from the
Bottler in the terms,  obligations and conditions of this  Agreement,  and as such
default  may be related only with the Bottler’s  preparation,  bottling,
distribution  and sale of  one  or  more  but  not  all  the  Beverages,  the  Company
may  choose  to  cancell  the  authorizations  granted to the Bottler  pursuant  to this
Agreement,  only in  connection  with such Beverage or Beverages.  In the Event the
Company cancels  authorizations  to the  Bottler  based on this Section,  provisions  in
Section 30 will apply in  connection  with  such Beverage or Beverages,  and the Company
will have no additional  obligations  towards  the Bottler in connection with the
Beverage or Beverages  regarding  which  authorizations  have  been  cancelled  and  the
Company  will  have  the  right  to  prepare,  bottle,  distribute,sell  or  grant
authorizations  to  a  third  party  in  connection  with  the  preparation,  bottling,
distribution  and  sale  of such  Beverage  or  Beverages  in the  Territory.





	 VIII. 	GENERAL
PROVISIONS




	 	32. 	 The
parties  acknowledge  and  accept  that the  Company  has a  legitimate  interest  in
maintaining,  promoting and  protecting the global  performance,  efficiency and
integrity  of the  international  system  for  bottling,  distribution  and  sale  of
the  Company’s  products.  Likewise,  the  parties  acknowledge  and 






 
	   17



 

 


















	 	 	accept
that this Agreement has been drafted by the Company  intuitu personae, taking
into consideration the identity, character and integrity of the owners, controlling
parties and managers of the Bottler, and the Bottler in turn, guarantees to have
disclosed in full, before the execution of this Agreement, the names of the owners
and third parties having rights or exercising an effective power of control or
management over the Bottler. Therefore, the Bottler accepts and obligates itself
towards the Company as follows:




	 		(a) 	 Neither
to assign, transfer, pledge or by any other  means encumber all or part of this
Agreement, nor any  interest stated herein in favor of a third party or  third parties
without previous written consent of the  Company.




	 		(b) 	 Not
to delegate the execution of this Agreement, all  or part of it, to a third party or
third parties  without previous written consent of the Company;




	 		(c) 	 To
immediately notify the Company in the event or  upon acknowledging the action of a third
party that  may or actually results in any change of ownership or  control of the Bottler.




	 		(d) 	 To
put at the Company’s disposal on a regular basis  and at the Company’s request,
the Bottler’s complete  property records with precise information regarding  any
third party or parties who may exercise direct or  indirect control over it.




	 		(e) 	 As
the Bottler holds some legal control over changes  in ownership or control of the
Bottler, not to start,  conduct, consent, accept changes without the  Company’s
previous written consent; and




	 		(f) 	 If
the Bottler is incorporated as a partnership, not  to change the composition of such
partnership by  means of accepting new partners or the resignation of  any of the
existing partners, without the  Company’s previous written consent.




	 	 	Besides
the stated above in this Section, in the event a  proposed change regarding ownership or
control of the Bottler  involves in whole or in part a direct or indirect transfer or
the acquisition of property or control of the Bottler, by an  individual or an entity
authorized by the Company to  manufacture, sale, distribute or by any other means
negotiate  regarding any of the Beverages and/or any trade mark of the  Company
(hereinafter referred to as the “Acquiring Bottler”),  the Company may request
some and all information that it may  consider as relevant both, from the Bottler and the
Acquiring  Bottler aiming at determining whether to accept such change or  not. In any of
the circumstances mentioned above, the parties,  acknowledging and admitting the
legitimate interest of the  Company to maintain, promote and protect the globality,
efficiency and integrity of the 






 
	   18



 

 

















	 	 	Company’s
products’ bottling,  distribution and sale international system, expressly accepts
that the Company is empowered, if so deciding, to consider all  factors that may deem
necessary and to apply the relevant  criteria.




	 	 	Moreover,
it is acknowledged and agreed between the parties  that the Company, at its own
discretion, may deny consent to  any change proposed over the ownership or any other
transaction embraced in this Section 32 or may give consent  subject to those conditions
that, at its own discretion, may  determine. The parties expressly agree that any
infringement  by the Bottler over the previous stipulations contained in  this Section
32, will entitle the Company to immediately  terminate this Agreement and, by virtue of
the personal nature  of this Agreement, they agree that the Company will have the  right
to terminate this Agreement if any other third party or  third parties obtain a direct or
indirect interest in the  property of or control over the Bottler, eventhough the
Bottler has no means to avoid such change and if, in the  Company’s opinion, such
change may permit such third party or  third parties to exercise any influence over the
Bottler’s  management or materially affect the Bottler’s capacity to  strictly
comply with the terms and obligations stated herein.




	 	33. 	 The
Bottler  may,  before the  emission,  offer,  sale,  transfer,  commercialization  or
exchange of stocks or any other security,  its bonds,  obligations or any debt
certificate  or the promotion of the  foregoing,  obtain the Company’s  written
consent as long as the  Bottler  uses the name of the  Company  or the  Trade  Marks or
makes any  mention  of its  commercial  relationship  with the  Company  in  connection
with  prospects,  promotional  material  and other  selling  efforts.  The Bottler may
not use the name of the Company or  Trademarks  or mention in any manner its
relationship  with the Company in  prospects  or  advertising  or  promotional  material
used in  connection  with the  acquisition  by the  Bottler  of shares  or other
property  titles  in other  company  without  the  Company’s  previous approval in
written.




	 	34. 	 The
Company may assign any of its rights and delegate in whole  or in part, its duties and
obligations derived from this  Agreement to one or more of its subsidiaries or affiliated
companies by means of written notification to the Bottler, in  the understanding however
that any delegation of this sort  does not release the Company from any of the
obligations  entered into by virtue of this Agreement.




	 	 	Moreover,
the Company, at its entire discretion, may and by  means of a written notification to the
Bottler, appoint a  third party as its representative so as to make sure the  Bottler
complies with its obligations pursuant to this  Agreement, fully empowered so as to
supervise the Bottler’s  performance and demand compliance of all terms and
conditions  stated herein. The Company may change or revoke such  designation at any time
by sending a written notification to  the Bottler.






 
	   19



 

 












	 	35. 	 Neither
the Company nor the Bottler will be held responsible  for the default on compliance of
any of the obligations  mentioned herein whenever such default on compliance derives  or
results from the following:




	 		(a) 	 Strike,
inclusion in the black list, boycott or  commercial sanctions no matter their origin.




	 		(b) 	 Fortuitous
circumstance, force majeure, public  enemies, legal provisions or administrative actions
(including the withdrawal of any governmental  authorization required by any of the
parties for the  compliance of the stated within this Agreement),  attachment,
quarantine, mutiny, insurrection, a  declared or non declared war, state of war or
beligerance or risk; or




	 		(c) 	 Any
other circumstance that may go beyond control of  the parties






	 		 
      In the event the Bottler fails to comply with its obligations resulting
      from any of the circumstances stated in this Section and as the situation
      causing such default on compliance persists, the Company and the Authorized
      Suppliers will be relieved from their obligations stated under Sections
      4 and 5. In the event such default on compliance persists for six (6) months
      or more, any of the parties may terminate this Agreement.




	 	36.	(a) 	 The Company keeps the sole and exclusive right
      to file any proceedings or civil, administrative or criminal action and
      in general, to exercise or search for any of the legal solutions available
      it may consider appropriate for the protection of its reputation and industrial
      property rights, as well as to protect the Beverages Bases, Syrups and Beverages
      and defend any actions that may affect such matters. Upon the Company’s
      request, the Bottler may assist in any of such actions. The Bottler may
      not file any claim against the Company resulting from such proceedings or
      actions or for any default in filing or defending such proceedings or actions.
      The Bottler will immediately notify the Company of any litigation or proceedings
      already filed that may affect such matters. The Bottler may not file any
      legal proceedings, whether legal or administrative against any third party
      which may affect the Company’s interests without its written previous
      consent.




	 		(b) 	 The
Company has exclusive right and responsibility  for filing and defending all proceedings
and actions  related to the Trademarks. The Company may file or  defend any of such
proceedings or actions on its own  behalf or request the Bottler to file or defend such
proceedings or actions whether under its own name or  in a joint manner under the Bottler’s
and the  Company’s names.




	 		(c) 	 The
Bottler agrees to ask for the Company’s advise in  connection 




 
	   20



 

 











	 		 	with
all claims for liability regarding  products, proceedings or actions filed against the
Bottler in connection with Beverages or Authorized  Packages in order to defend and take
the actions the  Company may reasonably advise aiming at protecting  the Company’s
interests regarding the Beverages,  Authorized Packages or goodwill associated with the
Trademarks.




	 		(d) 	 The
Bottler will  indemnify and  compensate of all losses or  liabilities  to the  Company,
its affiliates and associates,  their corresponding directors,  managers  and  employees
of and  against  all  costs,  damages,  claims,  obligations  and  liabilities  derived
from the  facts  and  circumstances  not  imputable  to the  Company,  including  but not
limited to costs and expenses  incurred into derived  from  settling  or any  transaction
of  such  resulting  from  the  preparation,  bottling,  distribution,  sale or
promotion  of the  Beverages  by the  Bottler,  including  but not  limited  to the costs
that may  derive  from the  actions or  omissions,  whether  negligent  or  not,  of  the
Bottler,  the  Bottler’s  distributors, its suppliers and wholesalers.




	 		(e) 	 The
Bottler  will  obtain  and  maintain  valid  an  insurance  policy  with  an  insurance
company  that must be  acceptable  for the Company  granting  full and  total  coverage
both,  related  to the  amount  and  risk  covered  thereto,  in  connection  with the
issues  referred to in  subparagraph  (d)  described  above,  including the indemnization
contained  therein,  and upon the Company’s request,  will submit  evidence  of the
existence  of such  insurance  policy.  Compliance  with  Section  36  (e)  will  neither
limit  nor  waive  the  Bottler  from  its  obligations under Section 36 (d) stated
herein.




	 	37. 	The
Bottler convenes and agrees with the Company:





	 		(a) 	 That
it will make no statements or disclosures  neither to the public, the governmental
authorities  or any third party related to the Beverages Bases,  the Syrups or Beverages,
without the Company’s  previous written consent.




	 		(b) 	 That
at all times,  both during the validity  period of this  Agreement and after  its
maturity date, will maintanin  strict  confidentiality  over all confidential  or secret
information  including,  but not restricted to, mixing  directions and  techniques,
sales,  marketing  and  distribution,  projects and plans related to  the  matter
subject to this  Agrement  that the  Bottler  may  receive  from the  Company or in any
other manner and will guarantee that such  information  will be  disclosed  only as it is
needed  by  those  directors,  managers  and  employees  having  entered  enforceable
legal  documents  in which  they are  committed  to  maintain confidentiality over the
matters described in this Section.




	 		(c) 	 That
upon maturity or anticipated termination of this  Agreement, the 




 
	   21



 

 











	 		 	Bottler
will make the necessary  arrangements so as to deliver to the Company,  pursuant to the
directions it may issue in such  connection, all written, graphic, electromagnetic,
computarized, digital or any other material  containing any information subject to the
confidentiality obligation stated herein.




	 	38. 	 In
the event any of the provisions stated herein becomes or  may become legally inefficient
or invalid, the validity or  effect of all other provisions in this Agreement will not be
affected aiming having not such invalidity or inefficiency of  such provisions hindering
in a wrong way compliance of this  Agreement or damaging the ownership or validity of the
Trade  Marks. The right to terminate this Agreement pursuant to  Section 28(a) (2) will
not be affected by this Section.





	 	39.	(a) 	 In connection with all issues mentioned herein,
      this Agreement is the sole agreement existing between the Company and the
      Bottler. All previous agreements between the parties related to the same
      matters are cancelled by this Agreement except for the agreements entered
      pursuant to Section 19 herein. It is understood however that any statement
      in written issued by the Bottler that the Company took into consideration
      to enter into this Agreement will remain valid, therefore binding the Bottler.




	 		(b) 	 Any
waiver or modification, alteration or addition to  this Agreement or to any of its
provisions, will not  obligate neither the Company or the Bottler unless  they are
entered respectively by the corresponding  authorized representatives both, of the
Company and  the Bottler.




	 		(c) 	 All
notifications in written issued for this  Agreement’s purposes will be made by
cable, telegram,  telex, personal delivery or certified mail and will  be considered as
delivered upon issuing date of such  notification, sending date of certified mail or such
personal delivery actually takes place. Such  notifications in written will be addressed
to the  last known address of the interested party. The  change of address by any of the
parties must be soon  notified in written to the other party.




	 	40. 	 The
omission by the Company in immediately exercising each of  the rights granted herein or
in the event strict compliance of  any obligation assumed by the Bottler will not be
considered  as a waiver of such right or of the right to demand the  subsequent
compliance of each and every obligation assumed by  the Bottler pursuant to this
Agreement.




	 	41. 	 The
Bottler is an independent contractor, not an agent of the  Company. The Bottler accepts
that it will neither state it is  an agent of the Company nor will consider itself as
such for  no purpose whatsoever.




	 	42. 	 The
heading lines stated herein are only for the convenience  of the parties 




 
	   22



 

 

















	 	 	and
will not affect the interpretation of this  Agreement.




	 	43. 	 This
Agreement will be interpreted pursuant to the applicable  Law in the Republic of Costa
Rica.




	 	44. 	 The
Appendixes and Exhibits attached hereto are considered,  for any purpose, as inherent
part of this Agreement and should  be executed by the authorized representatives both,
from the  Company and the Bottler.






 
	   23



 

 












	IN WITNESS THEREOF, the Company located in
Atlanta, Georgia, U.S.A. and the Bottler in the City of San José, Costa Rica have
agreed on entering this Agreement in triplicate by means of their authorized
representatives.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________







 
	   24



 



  
  


	Appendix I




	BEVERAGES





	Location: COSTA RICA  
Date:
OCTOBER 1, 2002





	For the purposes of the Bottler Agreement
entered by and between The Coca-Cola Company and the Bottler signing at the end of this
document, valid as of OCTOBER 1, 2002, the Beverages referred to in Whereas A herein are
as follows:





	COCA-COLA  
COCA-COLA LIGHT 

FANTA  
SPRITE  
FRESCA  
LIFT  
SUNFILL  
FRUITOPIA  
POWERADE





	The description of the Beverages in this
Appendix I replaces all previous  descriptions and Appendixes related to the Beverages
for purposes of Whereas A  of such Bottler Agreement.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________



 

	   25


 

 











	Appendix II





	TRADEMARKS





	Location: COSTA RICA

      Date: OCTOBER 1, 2002





	For the purposes of the Bottler Agreement
entered by and between The Coca-Cola Company (hereinafter referred to as the “Company”)
and the Bottler signing at the end of this document, valid as of OCTOBER 1, 2002, the
Trademarks of the Company referred to in Whereas B of such Agreement are as follows:





	COCA-COLA  
COKE  
DIET COKE/COKE
LIGHT  
FANTA  
SPRITE  
FRESCA  
LIFT  
SUNFILL  
FRUITOPIA  
POWERADE





	INCLUDING  ALL TRANSLITERATIONS,
REQUESTS,  RECORDS AND 
COPYRIGHT OF ALL  COMMERCIAL PRESENTATIONS RELATED TO  THESE 

TRADEMARKS.





	The description of the Trademarks in this
Appendix II replaces all previous  descriptions and Appendixes related to the Trademarks
for purposes of Whereas B  of such Bottler Agreement.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________



 

	   26


 

 











	Appendix III





	TERRITORY





	Location: COSTA RICA 

      Date: OCTOBER 1, 2002





	For the purposes of the Bottler Agreement
entered by and between The Coca-Cola Company and the Bottler signing at the end of this
document, valid as of OCTOBER 1, 2002, the Territory referred to in Section 1 of such
Agreement is as follows:






	REPUBLIC OF COSTA RICA







	The description of the Territory in this
Appendix III replaces all previous  descriptions and Appendixes related to the Territory
for purposes of Section 1  of such Bottler Agreement.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________



 

	   27


 

 












	Appendix IV





	AUTHORIZED PACKAGES





	Location: COSTA RICA  
Date:
OCTOBER 1, 2002





	Pursuant to the provisions stated in Section 2 of the Bottler
      Agreement entered by and between The Coca-Cola Company (hereinafter referred
      to as the “Company”) and the Bottler signing at the end of this
      document, valid as of OCTOBER 1, 2002, the Company authorizes the
      Bottler to prepare, distribute and sell the Beverages in the following packages
      that, for the purposes of the Bottler Agreement herein are considered as
      Authorized Packages.






	  COCA-COLA	   	  RETURNABLE GLASS BOTTLE	   	6.5 OZ, 12 OZ, 500 ML
	  COCA-COLA		  NON-RETURNABLE PET		600 ML, 500 ML, 1500 ML, 2000 ML
	 	 	 	 	 
	  COCA-COLA		  RETURNABLE PET	  	2000 ML
	 	 	 	 	 
	  COCA-COLA LIGHT 	  	RETURNABLE GLASS BOTTLE		12 OZ
	  COCA-COLA LIGHT 		  NON-RETURNABLE PET 		600 ML, 500 ML, 1500 ML, 2000 ML
	 	 	 	 	 
	  FANTA		  RETURNABLE GLASS BOTTLE		  12 OZ, 500 ML 
	  FANTA		  NON-RETURNABLE PET		  250 ML, 500 ML, 2000 ML 
	  FANTA		  RETURNABLE PET		  1500 ML 
	 	 	 	 	 
	  SPRITE		  RETURNABLE GLASS BOTTLE		  12 OZ 
	  SPRITE		  NON-RETURNABLE PET		  500 ML, 2000 ML 
	 	 	 	 	 
	  FRESCA		  RETURNABLE GLASS BOTTLE6.5 OZ		
	  FRESCA		  NON-RETURNABLE PET		500 ML, 2000 ML
	  FRESCA		  RETURNABLE PET	  	1500 ML
	 	 	 	 	 
	  LIFT		  RETURNABLE GLASS BOTTLE 		  12 OZ
	  LIFT		  NON-RETURNABLE PET 		  500 ML
					
	  FRUITOPIA		  NON-RETURNABLE PET		  500 ML
	 	 	 	 	 
	  SUNFILL		  NON-RETURNABLE PET		  250 ML, 1000 ML, 1892 ML
	 	 	 	 	 
	  POWERADE		  NON-RETURNABLE PET		  591 ML



 

	   28


 

 












	This authorization replaces all authorizations
entered before by and between the  Company and the Bottler in connection with the subject
matter of this Appendix.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________



 
	   29


 

 













	Appendix V





	Location: COSTA RICA 

      Date: OCTOBER 1, 2002





	Pursuant to the stated in the Bottler Agreement
entered by an between The Coca-Cola Company (hereinafter referred to as “The Company”)
and the “Bottler” whose authorized representative signs this Appendix, valid as
of OCTOBER 1, 2002, “The Company” authorizes the “Bottler” to
prepare, bottle, distribute, sell or market only the non-alcoholic beverages and the
packages different from the licensed by this Agreement described as follows:






	SUPER 12	   	
      RETURNABLE GLASS BOTTLE
    
	   	
      12 OZ
    

	
      SUPER 12
    
		
      NON-RETURNABLE PET
    
		
      500 ML
    

	 	 	 	 	 
	
      AGUA ALPINA
    
		
      NON-RETURNABLE PET 
    
		
      1/2 LT, 600 ML,1.5 LT 
    

	
      AGUA ALPINA
    
		
      NON-RETURNABLE P.C. 
    
		
      5 LT 
    

	 	 	 	 	 
	
      CANADA DRY
    
				
	 	 	 	 	 
	
      GINGER ALE
    
		
      RETURNABLE GLASS BOTTLE
    
		
      6.5 OZ, 12 OZ
    

	
      GINGER ALE
    
		
      NON-RETURNABLE PET
    
		
      500 ML, 1000 ML, 2000 ML
    

	
      GINGER ALE
    
		
       RETURNABLE PET
    
		1500 ML
	
      GINGER ALE
    
		
      POST-MIX
    
		2.5 GLS, 5 GLS
	
      GINGER ALE
    
		
      CAN
    
		12 OZ
	 	 	 	 	 
	
      QUINADA
    
		
      RETURNABLE GLASS BOTTLE
    
		
      12 OZ
    

	
      QUINADA
    
		
      NON-RETURNABLE PET
    
		
      500 ML, 1000 ML
    

	 	 	 	 	 
	
      SODA
    
		
      RETURNABLE GLASS BOTTLE 
    
		
      12 OZ 
    

	
      SODA
    
		
      NON-RETURNABLE PET 
    
		
      500 ML, 1000 ML, 2000 ML 
    





	It is acknowledged and agreed by the parties
that the description of the  non-alcoholic beverages and/or their packages in this
Appendix V sustitutes and  replaces any description made before and relevant appendixes
referred to in  Section 17 in the Bottler Agreement.




	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY






	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative
	 	 
	Date:________________________	           Date:
      _________________



 

	   30


 

 













	Exhibit A




	Location: COSTA RICA  
Date:
OCTOBER 1, 2002





	AUTHORIZATION IN CONNECTION
WITH SYRUPS FOR 
POST-MIX BEVERAGES





	Pursuant to the provisions stated in Section 3
within the Bottler Agreement entered by and between The Coca-Cola Company (hereinafter
referred to as the “Company”) and the Bottler signing at the end of this
document, valid as of  OCTOBER 1, 2002, the Company hereby grants a non-exclusive
authorization to the Bottler so as to prepare, bottle, distribute and sell syrups for
the following Beverages:





	COCA-COLA  
COCA-COLA LIGHT 

FANTA  
SPRITE  
FRESCA  
SUNFILL







	(the syrups mentioned above will be referred to
as “Post-Mix Syrups” in this  Exhibit A) to retailers in the Territory so as to
serve the Beverages through  Post-Mix vending machines at or by the retailer’s
establishments and also to  operate Post-Mix vending machines and sell the Beverages
directly to the  consumer subject to the following conditions:




	     a. The Bottler may
not sell Post-Mix Syrups to retailers in the  Territory to be used in any Post-Mix
vending machine, or operate any,Post-Mix  vending machine unless:




	          (i) There is an
adequate source of fresh water,




	          (ii) All Post-Mix
vending machines are as those  approved by the Company and  comply with all hygiene
regulations and of any other sort stated by the Company  and communicated in written form
to the Bottler in connection with the  preparation, bottling and sale of the Post-Mix
Syrups; and




	          (iii) The
Beverages served by means of Post-Mix  vending machines are strictly  adjusted to the
directions for the preparation of the Post-Mix Syrup Beverages  pursuant to the stated in
written by the Company from time to time to the  Bottler.




	     b. The Bottler
will take samples of the Beverages served by means of  the








 
	   31



 

 
















	Post-Mix vending machines operated by retailers
to whom the Bottler has supplied  with the Post-Mix Syrups or those operated by the
Bottler pursuant to the  directions and in the intervals the Company may communicate in
written, and will  submit such samples to the Company for their inspection, at its own
cost and  expense.




	     c. The Bottler,
from its initiative and under its responsibility, will  immediately discontinue the sale
of Post-Mix Syrups to any retailer who may not  comply with the rules stated by the
Company.




	     d. The Bottler
will discontinue the sale of Post-Mix Beverages to any  retailer whenever it is notified
by the Company that any of the Beverages  supplied by means of such Post-Mix vending
machines located at or by the  retailer’s establishment do not comply with the rules
prescribed by the Company  for the Beverages, or that the Post-Mix vending machines are
not of the sort of  those approved by the Company.




	     e. The Bottler
agrees to:




	          (i) Sell and
distribute the Post-Mix Syrups only in packages  approved by the Company and to use on
such packages, the labels approved by the  Company; and




	          (ii) To influence
the retailer so as to persuade it to use a  regular glass cup, paper cup or any other
package approved by the Company  bearing the legends and graphic design approved by the
Company aiming at having  the Beverages served to the client adequately identified and
served in an  attractive and hygienic package.




	     Except for the
modified in this Exhibit, all terms, covenants and  conditions contained in this Bottler
Agreement will be applied to this  complementary authorization for the preparation,
bottling, distribution and sale  of the Post-Mix Syrups and, in such connection, it is
expressly agreed upon  between the parties that the Bottler’s terms, conditions and
obligations as  stated in the Bottler Agreement will be incorporated into it as a
reference and  that, unless the context states otherwise, any reference made in such
Agreement  to “Beverages” will also be considered as referring to the Post-Mix
Syrups for  the purposes of this complementary authorization granted to the Bottler.




	     This authorization
may be terminated by any of the parties upon ninety  (90) days of reception of the
relevant anticipated notice. Moreover, it is also  understood and accepted that this
complementary authorization will automatically  terminate upon maturity or anticipated
termination of such Bottler Agreement.




	This authorization replaces all authorizations
entered before by and between the  Company and the Bottler in connection with the subject
matter of this Exhibit A.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY








	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative



 

	   32


 

 












	Exhibit B




	Location: COSTA RICA  
Date:
OCTOBER 1, 2002





	COMPLEMENTARY DISTRIBUTION
AUTHORIZATION




	Pursuant to the provisions in Section 3 of the
Bottler Agreement entered by and between The Coca-Cola Company (hereinafter referred to
as the “Company”) and the Bottler signing at the end of this document, valid
as of OCTOBER 1, 2002, the Company is hereby granting a complementary authorization so
as to purchase from the Company, or from whoever it may appoint, the Beverages in the
following packages for their sale and distribution within the Territory.






		
	COCA-COLA	  	12 OZ CAN
	 	 	 
	COCA-COLA LIGHT		12 OZ CAN
	 	 	 
	FANTA		12 OZ CAN
	 	 	 
	SPRITE		12 OZ CAN
	 	 	 
	FRESCA		12 OZ CAN






	Subject to the following conditions:




	     a. This
authorization may be withdrawn by the Company at any time by  means of a ninety (90) days
written notice and will automatically terminate with  no need for requirement or notice
of any sort upon maturity or anticipated  termination of the Bottler Agreement.




	     b. Upon
termination or cancellation of this authorization, the Bottler  will immediately stop the
purchase of beverages and will discontinue the sell  and/or distribution thereof within
the Territory.




	     c. The
stipulations, covenants, agreements, terms, conditions and  provisions within such
Bottler Agreement will be applied to and will be valid in  full in connection with this
complementary authorization.





	This authorization replaces all authorizations
entered before by and between the  Company and the Bottler in connection with the subject
matter of this Exhibit B.




	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY






	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative



 

	   33


 

 

















	Exhibit C





	Location: COSTA RICA  
Date:
OCTOBER 1, 2002





	SALE SPECIAL AUTHORIZATION FOR
DISTRIBUTORS  
OUTSIDE THE TERRITORY




	Pursuant to the provisions in the Bottler Agreement entered
      by and between The Coca-Cola Company (hereinafter referred to as the “Company”)
      and the Bottler signing at the end of this document, valid as of OCTOBER
      1, 2002, the Bottler has agreed not to prepare, distribute or sale the
      Syrups and/or the Beverages outside the Territory without the Company’s
      previous written consent. Upon the Bottler’s request, the Company hereby
      grants a non-exclusive authoritazion to the Bottler so as for him to sale
      and deliver the following Syrups and/or Beverages in the Authorized Packages
      specified as follows:







	Beverages		Authorized Packages
	 	 	 
	COCA-COLA	  	FOUNTAIN
	 	 	 
	COCA-COLA LIGHT		FOUNTAIN
	 	 	 
	FANTA		1/2 LT, 2 LT NON-RETURNABLE PET 
	 	 	 
	FANTA		FOUNTAIN
	 	 	 
	SPRITE		FOUNTAIN
	 	 	 
	FRESCA		2 LT NON-RETURNABLE PET
	 	 	 
	POWERADE		591 ML NON-RETURNABLE PET
	 	 	 
	SUNFILL		250 ML, 1000 NON-RETURNABLE PET 

      1000 ML





	In connection with such distributors outside the
Territory as it may be notified  in written by the Bottler from time to time by the
Company (the “Appointed  Distributors”), the sale and delivery thereof must be
in compliance with the  following terms and conditions:




	     a. The Bottler
will prepare and sell the Syrups and/or Beverages in  Authorized Packages to the
Appointed Distributors in such amounts as it may be  requested by the latter and will
submit to the Company a monthly statement of  account regarding the sales of Syrups
and/or Beverages manufactured by the  Bottler to the Appointed Distributors.




	     b. The Bottler
will charge the Appointed Distributor for each  returnable 









 
	   34



 

 
















	Authorized Package and returnable case or
Authorized Packages  delivered to such Appointed Distributors with a deposit in legal
currency and  will reimburse such deposit per each one of the returnable Authorized
Packages  and per returnable case of Authorized Packages returned with no damages and in
good condition to the Bottler by the Appointed Distributors.




	     c. Except for the
complemented and modified herein, the stipulations,  covenants and conditions of such
Bottler Agreement will remain with full force  and effect.




	This authorization may be terminated at any time
by the Company or the Bottler  upon ninety (90) days of written notification as long as
it finishes  automatically upon maturity or anticipated termination of the Bottler
Agreement  and as long as the Company remains able to cancel the authorization granted
herein in connection with one or more of the Appointed Distributors, the Syrups  and/or
Beverages in the Authorized Packages.




	This authorization replaces all authorizations
entered before by and between the  Company and the Bottler in connection with the subject
matter of this Exhibit C.





	EMBOTELLADORA PANAMCO TICA, S. A.  THE
COCA-COLA COMPANY







	By: ___________________	By: __________________
	Authorized Representative	Authorized Representative



 

	   35