Exhibit 4.10







   

  

	Exhibit 4.10




	

      COCA-COLA PLAZA 

      ATLANTA, GEORGIA




	 	May 13, 2001




	PANAMCO DE NICARAGUA, S. A., 

      Nicaragua




	Gentlemen:




	Reference is made to the Bottler’s Agreement between
      The Coca-Cola Company (hereinafter referred to as “the Company”)
      and Panamco de Nicaragua, S. A. (hereinafter referred to as “the Bottler”)
      effective as of May 13, 2001 (hereinafter referred to as the “Agreement”).




	In the course of our recent conversations, you requested
      the clarification of Clause 26 (b), which the Company agreed to do 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 Panamco de Nicaragua, S.A., from fulfilling its long
      term obligations to its shareholders.




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




	 	Very truly yours, 

      

      THE COCA-COLA COMPANY 

      

      By:
      

    




	ACCEPTED: 

      PANAMCO DE NICARAGUA, S. A.




	 By: 
      

    



 

 




   


 


	BOTTLER’S AGREEMENT





	THIS BOTTLER AGREEMENT (hereinafter referred to as the “Agreement”)
      valid as of MAY 13, 2001, 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 PANAMCO DE NICARAGUA, S.A. a
      corporation duly incorporated and regulated under the Laws applicable in
      the Republic of Nicaragua, with main headquarters in the City of Managua,
      Nicaragua (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 Nicaragua.




	 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”).




 
	 	
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	 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.




	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. 	 (a)  
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 for each one of  the  Beverages  (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.




	 	 	(b)  
Pursuant  to the  stated in  sub-paragraph  (c) in this  Section  2, 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.  Pursuant  to  sub-paragraph  (c) in this Section 2,
the Company will not cancel the authorization in connection with 




 
	 	
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	 	 	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 Packages within the  Territory.






	 	 	(c)  
It  is hereby  acknowledged  and  accepted by the parties that the  preparation,
bottling,  distribution  and sale  system of Canned  Beverages  have unique
characteristics  when  compared to the  preparation,  bottling,  distribution  and  sale
system  of  Beverages  distributed  in  other  packages.  Likewise,  it is  also
acknowledge  and accepted by  the parties that the Company has a legitimate  interest in
maintaining  and  promoting  the commercial and economic  feasibility of the
preparation,  bottling,  distribution  and sale  system of the Canned  Beverages at world
wide level.  Therefore,  the parties  hereby agree that when the  Bottler get
authorization  so as to  prepare,  bottle,  distribute  and sell the Canned  Beverages,
the  Company may cancel at its entirely  sole  discretion  and at any time within the
validity  period of this  Agreement,  its  approval in connection  with Cans as an
Authorized  Package by means of a written  notice  sent to the  Bottler.  The company may
determine  that the Bottler has a  continuous  relationship  with  the preparation
and/or bottling and/or  distribution  and sale of  the Canned  Beverages.  In such event,
the Company may enter into future  agreements  with the Bottler in  connection  with the
outsourcing  of  manufaturing or bottling of  the Canned  Beverages,  including the
possibility of  distribution  and sale  rights  for the  Canned  Beverages.  It is hereby
acknowledged  and  accepted  by the  Bottler  that the  maintenance  of  authorizations
or  agreements  with the  Bottler in  connection  with the  preparation,  bottling,
distribution and/or sale of the Canned  Bottles will be at the sole discretion of the
Company.




	 	 	(d)  
For  the pursposes of this Agreement, the term “Cans” means and include the
following:




	 	 	(1) 	 any
container for beverage partially or totally metal made; or




	 	 	(2) 	 any
beverage container sealed after filled in with a non-removable cap; or




	 	 	(3) 	 any
beverage package generally known as can by the soda industry,  the wholesale market,  the
retail market or the  consumers.





 
	 	
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	 	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, 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, FINANCIAL CAPACITY
AND PLANNING.




 
	 	
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	 	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;




	 	 	(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 





 
	 	
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	 	 	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.




	 	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 




 
	 	
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	 	 	 	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 rights 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.




	 	 	(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.





 
	 	 
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	 	 	(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.





	 IV. 	 BOTTLER’S
OBLIGATIONS IN CONNECTION WITH THE TRADEMARKS




 
	 	 
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	 	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. 	 There
is nothing  within  this  Agreement  that may give the Bottler  neither  benefit not
right over the  Trademarks  whatsoever,  nor the goodwill  inherent to them or over the
labels,  design,  bottling or any  other visual  representation  thereof or used in
connection with them, and the Bottler  acknowledges  and  agrees that all rights and
interests  created by the usage of Trademarks,  labels,  designs,  packages or  any other
visual  representation  may have a  repercussion  for the benefit and property of the
Company.  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.





 
	 	 
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	 	 	(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.




	 	 	(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, 





 
	 	 
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	 	 	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:




	 	 	(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 




 
	 	 
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	 	 	 	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  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






 
	 	 
12	 


 

 
















	 	 	 	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, (3) any  other relevant means
including information helping in the trading 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  authorized by the Company so as to
manufacture  such items to be used in  connection  with the Trade 





 
	 	 
13	 


 

 












	 	 	 	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 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 



 
	 	 
14	 


 

 










	 	 	 	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  retailers  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-paragraph.  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 





 
	 	 
15	 


 

 










	 	 	 	approve
an increase  in the  maximum sale prices of the Beverages 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






 
	 	 
16	 


 

 













	 	 	 	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 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. 	 This Agreement will be effective as of May
      13, 2001 and will expire on May 12, 2006, without notification,
      unless is 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.





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





 
	 	 
17	 


 

 











	 	 	  	  	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.





 
	 	 
18	 


 

 











	 	 	(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, 






 
	 	 
19	 


 

 










	 	 	 	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  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
canceling  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  acquired 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  cancel  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  





 
	 	 
20	 


 

 












	 	 	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 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.






 
	 	 
21	 


 

 














	 	 	(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 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.





 
	 	 
22 	 


 

 












	 	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.




	 	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




 
	 	 
23	 


 

 












	 	 	(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  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.




 
	 	 
24	 


 

 









	 	 	(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.






 
	 	 
25	 


 

 









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





 
	 	 
26	 


 

 













	 	 	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 and will not
affect the  interpretation of this Agreement.




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




	 	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.






	BY VIRTUE OF THE FOREGOING,  the Company located
in Atlanta,  Georgia,  U.S.A.  and the Bottler in Managua,  Nicaragua have  agreed on
entering this Agreement in triplicate by means of their authorized representatives.






	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	
37	 


 

 






	Appendix




	BEVERAGES






	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001





	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 may 13, 2001, the Beverages referred to in Whereas A herein are as
follows:





	COCA-COLA 

      COCA-COLA LIGHT 

      FANTA 

      SPRITE 

      FRESCA 

      KINLEY 

      HI-C 

      KAPO





	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.








	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    







 
	 	 
28	 


 

 










	Appendix II




	TRADEMARKS





	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001





	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 may 13, 2001, the
Trademarks of the Company  referred to in Whereas B of such Agreement are as follows:





	COCA-COLA 

      COKE 

      COCA-COLA LIGHT 

      COKE-LIGHT 

      FANTA 

      SPRITE 

      FRESCA 

      KINLEY 

      HI-C 

      KAPO





	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.





	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	 
29	 


 

 











	Appendix III




	TERRITORY





	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001




	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 may 13, 2001, the Territory referred to in Section 1 of such
Agreement is as follows:






	THE REPUBLIC OF NICARAGUA






	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.







	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	 
30	 


 

 










	Appendix IV




	AUTHORIZED PACKAGES





	Location: MANAGUA, NICARAGUA
Date: MAY 13, 2001





	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 may 13, 2001,  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.







	Beverage	 	Authorized Package	 	Net Content
	 	 	 	 	 
	 COCA-COLA	     	  RETURNABLE GLASS BOTTLE 	     	 6.5 OZ, 12 OZ, 1⁄2 LT, 1 LT 
	FANTA	 	RETURNABLE GLASS BOTTLE	 	6.5 OZ, 12 OZ, 1⁄2 LT, 1 LT 
	SPRITE	 	RETURNABLE GLASS BOTTLE	 	6.5 OZ, 12 OZ
	FRESCA	 	RETURNABLE GLASS BOTTLE 	 	6.5 OZ, 12 OZ, 1 LT
	KINLEY	 	RETURNABLE GLASS BOTTLE 	 	12 OZ
	COCA-COLA	 	NON-RETURNABLE PET 	 	1.5 LT, 2 LT
	COCA-COLA LIGHT	 	NON-RETURNABLE PET 	 	1.5 LT
	FANTA	 	NON-RETURNABLE PET 	 	1.5 LT, 2 LT
	KINLEY	 	NON-RETURNABLE PET 	 	1.5 LT 




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





	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    







 
	 	 
31	 


 

 








	Appendix V





	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001





	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 may 13, 2001,  “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:





	Beverage	 	Authorized Package	 	Net Content
	 	 	 	 	 
	 AGUA ALPINA	     	 NON-RETURNABLE PET	     	 1⁄2 LT, 1 LT, 1 1⁄2 LT
	CANADA DRY 	 	RETURNABLE GLASS BOTTLE	 	12 OZ 
	 	 	 	 	 



	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.






	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	 
32	 


 

 







	Exhibit A




	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001





	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 may 13, 2001,  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




	(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  Beverages  to  retailers  within the  Territory  for
their use 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, botling 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 





 
	 	 
33	 


 

 







	 	 	 



	 	 	 	 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 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 tags approved by the Company; and




	 	 	(ii) 	 To
influence  the retailer so as to persuade it to use a regular  glass,  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  Beverages 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 




 
	 	 
34	 


 

 











	 	 	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.





	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	 
35	 


 

 









	Exhibit B





	COMPLEMENTARY DISTRIBUTION
AUTHORIZATION





	Location: MANAGUA, NICARAGUA 

      Date: MAY 13, 2001





	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 may 13, 2001,  the Company is hereby  granting a complementary
non-exclusive  authorization  so as to purchase from the Company,  or from  whoever it
may appoint,  the Beverages in the following  packages  (hereinafter  referred to as the
“Authorized  Packages”)  for their sale and distribution within the Territory
described in the Bottler Agreement:






	BEVERAGES	 	AUTHORIZED PACKAGES	 	AGREEMENT NET
	 	 	 	 	 
	 COCA-COLA	     	 CAN	     	 12 OZ
	COCA-COLA	 	NON-RETURNABLE PET	 	 1 1⁄2 LT, 2 LT 
	COCA-COLA LIGHT	 	CAN	 	12 OZ
	FANTA	 	CAN	 	12 OZ
	FANTA	 	NON-RETURNABLE PET	 	1 1⁄2 LT, 2 LT
	KINLEY	 	NON-RETURNABLE PET 	 	1 1⁄2 LT 
	HI-C	 	TETRA-BRICK 	 	250 ML
	KAPO	 	PUNCH-PACK 	 	200 ML 




	Subject to the following conditions:





	 	a) 	 This
authorization  may be  terminated by any of the parties by means of written  notification
provided  with ninety (90) days notice and will  




 
	 	 
36	 


 

 









	 	 	automatically
end,  with no need for  summons or  notification  of  expiration or anticipated
termination of the Bottler  Agreement whatsoever.




	 	b) 	 Upon
maturity or cancellation of this  authorization,  the Bottler will immediately
discontinue the sale  and/or distribution of the Beverages in the Authorized Containers
within the Territory.




	 	c) 	 Except
for the amended in this Exhibit, 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.







	 PANAMCO DE NICARAGUA, S.A.	THE COCA-COLA COMPANY




	By:

      

      	
      

    	By:

      

      	
      

    


	Authorized Representative	 Authorized Representative




	Date:

      

      	
      

    	Date: 

      

      	
      

    





 
	 	 
37