Exhibit 4.16












	Exhibit 4.16




	RWC:mvo
CAMPINAS





	MANUFACTURING AGREEMENT




	By this Agreement, that becomes effective as
from April 16th, 1999, on one side, COCA-COLA INDUSTRIAS LTDA., a private limited
liability company, organized according to the country laws, enrolled with the Legal
Persons National Registry of the Ministry of Finance under number 45.997.418/0001-53,
with headquarters at Praia do Botafogo, 374 - 12o. andar, parte, Rio de Janeiro, State
of Rio de Janeiro (hereinafter referred to as “PARTNERSHIP”) and, on the other
side, SPAL - INDUSTRIA BRASILEIRA DE BEBIDAS S.A., enrolled with the Legal Persons
National Registry of the Ministry of Finance under number 61.186.888/0001-93, with
headquarters at Av. Engenheiro Alberto de Zagottis, 352, Jurubatuba, Sao Paulo, State of
Sao Paulo (hereinafter referred to as “MANUFACTURER”); and as Intervening
Party, THE COCA-COLA COMPANY, an American Corporation, organized and operating under the
laws of the State of Delaware, United States of America (hereinafter referred to as
“COMPANY”);





	WHEREAS




	
A) 	 the Company is dedicated to the manufacture
      and sale of certain concentrates and beverage bases (hereinafter referred
      to as “BEVERAGE BASES”), formulas of which are industrial secrets
      of the Company, from which the syrups are prepared (hereinafter referred
      to as “SYRUPS”) for the production of non-alcoholic soft drink
      beverages; that the Company is also dedicated to the manufacture and sale
      of Syrups, used for the preparation of certain non-alcoholic beverages (hereinafter
      referred to as “BEVERAGES”) better described in the Exhibit
      I, which are offered to sale in bottles and other recipients and in
      further under other forms or manners;





	
B) 	 the Company is the holder (i) of
      the trademarks listed in the Exhibit II, which distinguish the referred
      Beverage Bases, Syrups and Beverages; as well as (ii) of several trademarks
      relating to Characteristic Recipients, in various sizes, in which the Beverages
      are being commercialized for many years and, further, is holder of (iii)
      figurative trademarks consisting of a Wave (“Dynamic Ribbon Devices”)
      used for advertising and commercialization of some of the Beverages (all
      these trademarks are hereinafter referred, in this Agreement, jointly or
      severally, to as “Trademarks”);





	
C) 	 The
Partnership, by virtue of a license granted thereto by the Company,  registered at the
Industrial Property National Institute, is authorized to  use the Trademarks in the
manufacture, preparation, promotion, advertising,  and sale of products protected by the
Trademarks, as well as upon the  agreement of the Company, enter into manufacturing
agreements with physical  or legal persons, in Brazil, to prepare and bottle the
Beverages protected  by the referred Trademarks and use these Trademarks in connection
with the  Beverage;





	
D) 	 the
Manufacturer requested the authorization of the Partnership to use the  Registered
Trademarks in connection with preparation, packaging,  distribution and sale operations
of the Beverages in certain geographic  area of Brazil, following delimited and described
(hereinafter referred to  as “TERRITORY”):






 
	 	
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	 	“An area
limited by a line that begins in and includes the City of LEME, Northeast of the City ofCAMPINAS in the State of Sao Paulo; from this point, towards the East, until and
including the City of BORDA DA MATA in the State of Minas Gerais; from this point,
towards the Southeast, until and including the City of CAMBUI; from this point, in
straight line, towards the Southwest, until and including the City of PIRACAIA in the
State of Sao Paulo; from this point, in straight line, towards the Southwest, until and
including the City of ATIBAIA; from this point, in straight line, towards the Southwest,
until and including the City of CAMPO LIMPO PAULISTA; from this point, in straight line,
towards the Southwest, until but EXCLUDING the City of PIRAPORA DO BOM JESUS; from this
point, in straight line, towards the Southwest, until but EXCLUDING the City of SAO
ROQUE; from this point, in straight line, towards the Northeast, until but EXCLUDING the
City of SALTO; from this point, in straight line, towards the West, until but EXCLUDING
the City of PORTO FELIZ; from this point, in straight line, towards the Northwest, until
but EXCLUDING the City of TIETE; from this point, in straight line, towards the
Northwest, until but EXCLUDING the City of LARANJAL PAULISTA; from this point, in
straight line, towards the Northwest, until but EXCLUDING the City of PIRAMBOIA; from
this point, in straight line, towards the Southwest, until but EXCLUDING the City ofPARDINHO; from this point, in straight line, towards the Northeast, until and including
the City of SANTA MARIA DA SERRA; from this point, in straight line, towards the
Northeast, until and including the City of ITIRAPINA; from this point, in straight line,
towards the Northeast, until and including the City of ANALANDIA; from this point, in
straight line, towards the East, until and including the City of LEME, initial point of
this Official Territory”.




	
E) 	 the
Partnership is inclined to grant to the Manufacturer the authorization  requested, under
the terms and conditions determined herein.






	The Parties hereto have agreed and contracted
the following:





	I - AUTHORIZATION





	1. The Partnership, with the approval of the
Company, grants the authorization  to the Manufacturer, which is obligated thereto, under
the terms and conditions  of this Agreement, to prepare and pack the Beverages into
Authorized Recipients,  as following defined, and distribute and sell them under the
Trademarks,  exclusively into the TERRITORY.





	2. The Partnership will have the right, during the duration
      of this Agreement, at its discretion, to approve, for each Beverage, the
      types, sizes, forms, and other special characteristics of the recipients
      (hereinafter referred to as “AUTHORIZED RECIPIENTS”), which the
      Manufacturer authorized to use under the terms of this Agreement for the
      packing of each of the Beverages. The list of Authorized Recipients for
      each of the Beverages, in force in the date of this Agreement, is mentioned
      in the Exhibit III. The Partnership can, upon written notice forwarded
      to the Manufacturer, allow the use of other Authorized Recipients for the
      preparation, distribution, and sale of Beverages. Except for the provisions
      of the Exhibit IV, the Partnership reserves the right to cancel its
      authorization for each of the Authorized Recipients, in relation to any
      of the Beverages, upon written notice forwarded to the Manufacturer with
      six months in advance. It is understood among the Parties that the Partnership,
      in good faith, will make use of its right of canceling any authorization
      previously granted, concerning the 





 
	 	
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	use of any of the Authorized  Recipients, in
order to  qualify the Manufacturer to prepare, pack, distribute, and sell  the Beverages
under the terms of this Contract. In the event of such cancellation, the  provisions of
item 30 (c) will be applied to the recipients, approval of which  had been  cancelled.





	3. The lists, if any, attached hereto, identify
the nature of additional  authorizations that may come to be granted to the Manufacturer,
pursuant to the  terms of this Agreement, and rule the specific rights and obligations of
each  Party, concerning such additional authorizations.





	II - OBLIGATIONS OF THE PARTNERSHIP





	4.  The Partnership is obligated to sell and
deliver to the  Manufacturer, by itself or through third parties indicated  thereby, the
quantities of Beverage Bases that come to be  periodically ordered by the Manufacturer,
in conformity with a  delivery schedule to be elaborated by the Partnership, but under
the following conditions:





	(a) 		 The
Manufacturer will order, and the Partnership will sell and  deliver to the Manufacturer,
only the quantities of the Beverage  Bases that are necessary and sufficient to implement
this  Agreement;





	(b) 		 The
Manufacturer will use the Beverage Bases exclusively for the  preparation of beverages
according to instructions periodically  received by the Partnership, being the
Manufacturer obligated not  to sell either the Beverage Bases or the Syrup, nor allow
that  both go to third parties hands without the previous approval of  the Partnership in
writing;





	(c) 		 The
Partnership reserves the absolute and exclusive right of, at  any time, determining which
should be the formulas, composition or  ingredients of the Beverages or Beverage Bases.





	5.  The  Partnership, during the duration of
this Agreement, is  obligated not to sell or  distribute Beverages, as well as not to
authorize third parties to sell or distribute  them, in the  Territory, into Authorized
Recipients, reserving the Partnership,  however,  the right to prepare, pack, distribute
and sell the  Beverages in the Territory, or  authorize third parties to do it,  under
other manners or form.





	III - MANUFACTURER’S OBLIGATIONS
CONCERNING THE COMMERCIALIZATION OF BEVERAGES, FINANCIAL CAPACITY AND PLANNING





	6.  The Manufacturer undertakes, in a permanent
way, to develop,  stimulate and fully satisfy the demand of each Beverage,  within the
Territory. The Manufacturer, therefore, undertakes  with the Partnership to:





	(a) 		 prepare,
pack, distribute and sell, the quantities of each of  the Beverages that are necessary
under any aspect to fully  satisfy the demand of each Beverage into the Territory.





	(b) 		 employ its best efforts and use all adequate,
      practiced and approved means to integrally develop and take advantage of
      the maximum potential of the packing, commercializing and distributing business
      of Beverages in the Territory, through the creation, stimulation and continuous
      expansion of the





 
	 	
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	 		 future demand and upon complete satisfaction,
      under all aspects, of the demand existing in relation to each of the Beverages;




	(c) 		 invest
the entire capital and spend all resources necessary  for the organization,
implementation, operation, and  maintenance into the Territory of installations and
equipment  destined to the manufacturing, storage, commercialization,  distribution,
delivery, transportation, and other  installations and equipment, as it comes necessary
for the  full compliance of obligations assumed herein by the  Manufacturer;





	(d) 		 sell
and distribute the Beverages into Authorized Recipients,  only to retail sellers or final
consumers, in the Territory,  but being however authorized the sale and distribution of
Beverages into Authorized Recipients, to wholesale sellers in  the Territory, which sell
exclusively to wholesalers in the  Territory. Any other distribution methods are subject
to the  Partnership’s previous approval, in writing;





	(e) 		 have
at its disposal, in a permanent way, competent and  well-trained administrators, and
select, train, maintain and  manage all personnel necessary and sufficient, under all
aspects, for the full performance of obligations assumed by  the Manufacturer in this
Agreement, keeping exclusive labor  responsibility on the labor contracted.





	7.  The Parties agree that, for the development
and stimulation of  the demand in relation to each of the beverages, it is  necessary the
use of advertising and other forms of marketing  activities. The Manufacturer is
consequently obligated to  assume the advertising and marketing expenses, necessary
either to keep or to increase the Beverages demand into the  Territory. The Partnership
can, at its exclusive discretion,  contribute for such advertising and marketing
expenses. In  addition, the Partnership can also be in charge of any  promotional or
advertising activity that it deems appropriate  into the Territory, at its own expenses.
This, however, will  not affect, in any way, the Manufacturer’s obligations of
providing expenses for advertising and marketing in relation  to each of the Beverages,
in order to stimulate and develop  the demand of each of the Beverages in the Territory.





	8.  The Manufacturer undertakes to submit to the
Partnership, for  its previous approval, all advertising and promotion projects  related
to Trademarks and Beverages, as well as to only use,  publish, keep or distribute
advertising and promotion  materials authorized and approved thereby





	9.  The Manufacturer undertakes to maintain the
consolidated  financial capacity that may be reasonably necessary to  guaranty its
performance of the obligations assumed through  this instrument. The Manufacturer must
keep records, books and  accounts, in good order and accurate, undertaking to provide
the Partnership, whenever requested to do so, any financial  and accounting information
enabling the Partnership to assess  whether the Manufacturer is fulfilling its
obligations  stipulated in this agreement.





	10.  The Manufacturer undertakes to:





	(a) 		 deliver
to the Partnership, once every calendar year, a  schedule (hereinafter referred to as
“ANNUAL SCHEDULE”) with  contents and 





 
	 	
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	 		form acceptable for the Partnership. The Annual
      Schedule will contain at least the Manufacturer’s management, financial,
      marketing, promotional and advertising plans, detailedly explaining the
      activities projected for the following twelve-month period, or for another
      period, as determined by the Partnership. The Manufacturer must diligently
      follow the Annual Schedule, whose implementation will provide the Partnership
      with quarterly reports, or reports with other periodicity, as requested
      by the Partnership;





	(b) 		 supply
monthly reports to the Partnership referring to the  sales of each Beverage, containing
any data and information  which the Partnership may request.





	11.  The Manufacturer recognizes that the
Partnership has entered  into or may enter into agreements similar to this Agreement
with other parties outside the Territory, and undertakes to  operate its businesses so as
to avoid conflicts with such  other parties, as well as, should any litigations arise
with  any of such third parties, to employ all its efforts to settle  them amicably.






	12. 	(a) 	 The Manufacturer, recognizing the resulting
      advantages for it and for the other parties referred to in item 11 above
      in keeping a uniform external appearance as to distribution equipment and
      other equipment and materials used for the activities contemplated by this
      Agreement, undertakes to accept and use the standards periodically adopted
      and published by the Partnership, related to models and decorations of trucks
      and other delivery vehicles, boxes, refrigerators, vending machines and
      other materials and equipment used in the Beverages distribution and sales,
      pursuant to this Agreement.





	 	(b) 	 The
Manufacturer further undertakes, moreover, to preserve and  replace such equipment at
reasonable intervals, and to refrain  from suing this equipment to distribute or sell any
products  not identified by the Trademarks without the Partnership’s  previous
written consent.






	13. 	(a)	 The Manufacturer is prohibited, without the
      Partnership’s previous written consent, of preparing, selling or distributing,
      or give cause to other parties do sell or distribute, any of the Beverages
      outside the Territory, howsoever it might be done.






	 	(b) 	 If
any of the Beverages prepared, packaged, distributed or  sold by the Manufacturer be
found in the territory of another  authorized manufacturer of the Partnership’s
beverages  (hereinafter referred to as “IMPAIRED MANUFACTURER”), besides  the
other measures which the Partnership be entitled to  enforce:





	 		1) 	 The
Partnership can, at its sole discretion,  immediately cancel the authorization for the
Authorized Recipients of the types found in the  Impaired Manufacturer’s territory;



	 		2) 	 The
Partnership can require the Manufacturer to pay a  cash compensation for the Beverages
found in the  Impaired Manufacturer’s territory, as recovery of all  expenses and
other 





 
	 	
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	 			costs incurred by the Partnership and by the
      Impaired Manufacturer;



	 		3) 	 The
Partnership will be entitled to purchase the  Beverages prepared, packaged, distributed
or sold by  the Manufacturer that be found in the Impaired  Manufacturer’s
territory, and the Manufacturer will be  obligated to, without prejudice of other
obligations  contemplated by this Agreement, reimburse the  Partnership the amount of the
costs incurred with the  purchase, transport and/or destruction of such  Beverages.




	 	(c) 	 In
case, in the Impaired Manufacturer’s territory, Beverages  prepared, packaged,
distributed or sold by the Manufacturer  are found, the latter will be obligated to make
all sale  agreements and other records or documents related to such  Beverage available
for Partnership’s representatives, and must  help the Partnership in all
investigations related to the sale  and distribution of these Beverages outside the
Territory;




	 	(d) 	 The
Manufacturer must immediately inform the Partnership if,  at any time, it receives from
third parties any proposals or  offers for the purchase of Beverages which the
Manufacturer  knows or has reasons to believe that will result in the  occurrence of
commercialization, sale, resale, distribution or  redistribution of Beverages outside the
Territory, infringing  this Agreement.








	IV - MANUFACTURER’S OBLIGATIONS
CONCERNING THE TRADEMARKS





	14.  The Manufacturer recognizes that the
Company, as the  legitimate owner, has registered at the Industrial Property  National
Institute the trademarks indicated in Exhibit II of  this Agreement.





	15.  Nothing contemplated by this Agreement will
give to the  Manufacturer any rights over the Trademarks or the goodwill  inherent to
them, nor over any labels, drawings, recipients or  other visual representations of them,
used in connection with  such Trademarks. It is hereby agreed and understood by the
parties that, through this Agreement, the Manufacturer is  granted a temporary permission
unconnected with any rights or  interests, free of payment of any royalties or fees, to
use  the referred Trademarks, labels, drawings, recipients or other  of their visual
representations, only in connection with the  preparation, packaging, distribution and
sale of the Beverages  in Authorized Recipients, it being understood that such use  will
be in such a way as to result in attributing all goodwill  derived therefrom to the
Company, as source and origin of such  Beverages, and the Company will be absolutely
entitled, under  any circumstances, to determine the presentation way and other
necessary or convenient measures to assure the full  enforcement of this item 15.





	16.  The Manufacturer is prohibited of using or
adopting any names,  trade names, commercial names, a.k.a. trade names or other
commercial designations including the words “Coca-Cola”,  “Coca”,
“Cola”, “Coke” or any one of them or any other similar  name which
may cause confusion with them, or any visual or  graphic representations 




 
	 	
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	of the Trademarks or any other  trademarks or
industrial property rights held by the Company,  without the Company’s or the
Partnership’s previous written  consent.





	17.  The Manufacturer undertakes with the
Partnership, pursuant to  the applicable legislation and during this Agreement validity
term, to:





	 	(a)	 refrain
from preparing, packaging, distributing, selling,  commercializing or in any other way
holding interests in any  beverages other than those prepared, packaged, distributed or
sold by the Manufacturer under the Partnership’s  authorization, except the
indications of Exhibit V or those  which the Partnership has previously authorized;



	 	(b) 	 refrain
from preparing, packaging, selling, commercializing or  in any other way holding
interests in other concentrates,  beverage bases, syrups or beverages which may probably
be  confused or pass by any of the Beverage Bases, Syrups or  Beverages;





	 	(c)	 refrain
from preparing, packaging, distributing, selling,  commercializing or in any other way
holding interests in any  beverages, under any commercial presentation or in any
recipients imitating a commercial presentation or recipient  over which the Company
claims ownership interests or which may  probably be confused, cause confusion or be
identified by  consumers as similar or pass by such commercial presentations  or
recipients;





	 	(d) 	 during
the present agreement validity term, never manufacture,  package, sell, commercialize or
have any other type of  interests related to any Concentrates, Syrups or Beverages not
produced by the Company;





	 	(e)	 refrain
from, during this Agreement validity term and for a  period of one year immediately
subsequent to this term,  recognizing the valuable rights that the Partnership grants to
the Manufacturer pursuant to this Agreement, preparing,  packaging, distributing,
selling, commercializing or in any  other way having any interests in relation to any
beverages  produced under the name “Cola” (either separately or jointly  with
other words) or any expressions phonetically equivalent  to such name.





	     This Agreement
stipulations apply only to operations in which the  Manufacturer is directly involved,
but also to those in which it is indirectly  involved, through ownership, control,
administration, association, agreement or  any other means, located both inside and
outside the Territory. The Manufacturer  undertakes not to purchase or hold, either
directly or indirectly, any ownership  rights, or to enter into any agreements or other
types of commitments with other  parties concerning the administration or control of any
other legal persons,  inside or outside the Territory, which operate in any of the
activities object  of the prohibition stipulated in this item.





	18.  This Agreement reflects the parties mutual
interest, so that,  if:





	 	(a) 	 a
third party which, at the Partnership’s discretion, is  directly or indirectly,
through ownership, control,  administration or other means, involved in activities of
preparation, packaging, distribution or sale of any products  specified in item 17 of
this instrument, acquires or by any  other means 





 
	 	
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	 	 	obtains control or any direct or indirect influence
      in the Manufacturer’s administration; or





	 	(b) 	 a
natural or legal  person  having a majority  in the  Manufacturer’s  ownership  or
direct or  indirect  control,  or that is  directly  or  indirectly  controlled  either
by the  Manufacturer  or by a third  party  having  control or direct or  indirect
influence,  at the Partnership’s  discretion,  over the Manufacturer’s
administration,  becomes involved in  activities of preparation,  packaging,
distribution or sale of any products specified in item 17 of this instrument;  then,  the
Partnership  will be entitled to terminate this  Agreement  immediately,  except if the
party making such  acquisition  described  in item (a) above or if the person,  entity,
firm or company  referred to in item (b) above,  upon  reception of written  notice from
the  Partnership  formalizing  its intention to terminate the  Agreement,  as
contemplated,  agrees  to  abandon,  and  effectively  does  abandon,  the  activities
of  preparation,  packaging,  distribution or sale of such products within a reasonable
term, not longer than 6 (six) months,  counted as from the  notice date.






	19. 	(a)	 If the Partnership,
      in order to reach this Agreement’s objectives, in compliance with the
      legislation referring to industrial property registration and licensing,
      has to register the Manufacturer as a Trademarks registered or licensed
      user, the Manufacturer must, upon the Partnership’s request, sign any
      and all agreements and other documents necessary with the purpose of making,
      altering this registration.





	 	(b) 	 In case the
      competent government authorities refuse any requests from the Partnership
      or from the Manufacturer to register the Manufacturer as a registered or
      licensed user of any of the Trademarks in respect to any of the Beverages
      prepared and packaged by the Manufacturer pursuant to this Agreement, the
      Partnership will be entitled to immediately terminate this Agreement or
      cancel the authorization related to such Beverages. 






	 	(c) 	 Additionally,
      the Manufacturer undertakes to provide the Partnership with the cooperation
      necessary to obtain the registrations related to beverages production and
      sale.





	V - MANUFACTURER’S OBLIGATIONS
CONCERNING THE BEVERAGES PREPARATION AND PACKAGING




	20. 	(a)	 The Manufacturer
      undertakes to use, in the preparation of the Syrup for each one of the Beverages,
      only the Beverage Bases purchased from the Partnership or from Authorized
      Suppliers, and to use the Syrups exclusively for the Beverages preparation
      and packaging, in strict compliance with the written instructions from time
      to time issued for the Manufacturer by the Partnership, which must be strictly
      fulfilled. Moreover, the Manufacturer undertakes, in the Beverages preparation,
      packaging and distribution operations, to permanently obey the manufacturing
      standards from time to time established by the Partnership, and to allow
      the Company and the Partnership, their officers, agents and proxies, any
      time, to access for inspection the factory, premises, equipment and methods
      used by the Manufacturer for 




 
	 	
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	 		 the Beverages
      preparation, packaging, storage and handling, in order to check whether
      the Manufacturer is fulfilling this Agreement terms.





	 	(b) 	 In case the
      Partnership assesses or becomes aware of any quality problems or other technical
      problems related to any of the Beverages or Authorized Recipients, the Partnership
      can require the Manufacturer to take the appropriate steps to immediately
      remove any of the Beverages from the market. The Partnership will notify
      the Manufacturer by phone, telegram, telex or any other form of immediate
      communication, about the Partnership’s decision of requiring the Manufacturer
      to remove any Beverages from the Market, and the Manufacturer, upon reception
      of the first notice, will immediately cease the distribution of such Beverages
      and will take other steps requested by the Partnership in connection with
      the Beverages removal from the market.






	 	(c) 	 In case the
      Manufacturer assesses or becomes aware of the existence of any quality problems
      or other technical problems related to any of the Beverages or Authorized
      Recipients, the Manufacturer will immediately notify the Partnership by
      phone, telegram, telex or another form of immediate communication. The information
      to be supplied by the Manufacturer when notifying the Company must contain:
      (1) the involved Beverages identity and quantities, including the Authorized
      Recipients; (2) code data; (3) any other pertinent data, including information
      that will help in the search and location of such Beverages.






	 	(d) 	 The Manufacturer,
      recognizing the importance of identifying the manufacture source of the
      Beverages placed in the market, undertakes to use, as soon as there is technology
      available in the country approved by the Company or by the Partnership,
      identification codes on all the Beverages packaging materials, including
      Authorized Recipients and returnable boxes. The Manufacturer further undertakes
      to install, maintain and use the machines and equipment necessary for the
      application of these identification codes. The Partnership will from time
      to time supply to the Manufacturer, in writing, the necessary instructions
      related to the identification code forms to be used by the Manufacturer
      and the production and sales records to be kept by the Manufacturer.






	 	(e) 	 The Manufacturer
      also undertakes, without prejudice of the other provisions of this Agreement,
      to remove the Beverage(s) from the market in case any of them be anyhow
      impaired as to their standards, including in respect of their edulcorating
      power, both due to the action of time, temperature or of any other factors,
      as established in the Mixing instructions determined by the Company’s
      or Partnership’s Quality Assurance Department.






	 	(f) 	 Moreover,
      the Manufacturer undertakes to immediately remove from the market, after
      written notice from the Company or from the Partnership, at its sole account
      and costs, any and all Beverages whose packagings are not duly coded, after
      the introduction of the control system referred to in item (d) above.





	21. The Manufacturer, at its expenses, will
submit to the Partnership samples of  the Syrups, of the Beverages and of the materials
used to prepare the Syrups and




 
	 	
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	Beverages, following the written instructions
from time to time transmitted to  it by the Partnership.






	22. 	(a)	 In the Beverages
      packaging, distribution and sale, the Manufacturer will exclusively use
      Authorized Recipients, locks, boxes, cards, labels and other packaging materials
      from time to time approved by the Partnership, which the Manufacturer will
      purchase exclusively from suppliers authorized by the Partnership to manufacture
      them, to be used in connection with Trademarks and the Beverages. The Partnership
      will employ its best efforts to approve two or more manufacturers of such
      products, it being understood that these approved manufacturers can be located
      inside or outside the Territory.





	 	(b)	 The Manufacturer
      must inspect such Authorized Recipients, locks, boxes, cards, labels and
      other packaging materials, and it must use only those fulfilling the standards
      established by the legislation applicable in the Territory, besides the
      standards and specifications prescribed by the Partnership. The Manufacturer
      takes independent responsibility for consequences of the use of such Authorized
      Recipients, locks, boxes, cards, labels and other packaging materials satisfying
      such standards.






	 	(c) 	 The Manufacturer
      undertakes to keep, permanently, a sufficient inventory of Authorized Recipients,
      locks, labels, boxes, cards and other packaging materials, in order to fully
      meet the demand existing in the Territory for each Beverage.






	23. 	(a)	 The Manufacturer
      recognizes that Beverages demand increases, as well as changes in the Authorized
      Recipients list, may from time to time require various modifications in
      respect of its equipment in use for manufacture, packaging, delivery or
      sale, or require the purchase of additional equipment for manufacture, packaging,
      delivery or sale. The Manufacture undertakes, therefore, to modify the existing
      equipment and to purchase and install the additional equipment, as necessary
      and with sufficient advance, in order to allow the introduction of new Authorized
      Recipients and the Beverages preparation and packaging, in conformity with
      the Manufacturer’s continuous obligations of developing, stimulating
      and fully satisfy, in the Territory, the demand of each one of the Beverages.





	 	(b) 	 In case the
      Manufacturer uses returnable Authorized Recipients in the preparation and
      packaging of all or some of the Beverages, it undertakes to invest the necessary
      and appropriate capital and to make the expenses that may be necessary from
      time to time in order to create and maintain a suitable inventory of returnable
      Authorized Recipients. With the purpose of continuously assuring the quality
      and appearance of this inventory of returnable Authorized Recipients inventory,
      the Manufacture also undertakes to replace this inventory, in whole or in
      part, as it becomes reasonably necessary, and as per the terms of the obligations
      herein assumed by the Manufacturer.






	 	(c) 	 The Manufacturer
      undertakes not to refill or by any other means reuse any returnable Authorized
      Recipients after their first use.




 
	 	
-10-	 


 

 
















	24. The Manufacturer will be solely responsible,
in the fulfillment of its  obligations contemplated by this Agreement, for the compliance
with all laws and  regulations applicable in the Territory, undertaking to immediately
inform the  Partnership in case there be any norms somehow preventing or limiting the
strict  fulfillment by the Manufacturer of the instructions transmitted to it by the
Partnership by force of this Agreement.





	VI - PURCHASE AND SALE CONDITIONS





	25.  The  Manufacturer undertakes, according to
the provisions of  this Agreement, to purchase  exclusively from the Partnership  or from
Authorized Suppliers the Beverage Bases  necessary for  the Beverages preparation and
packaging.






	26. 	(a) 	 The Partnership reserves the right, upon simple
      notice to the Manufacturer, of establishing, at its sole discretion, the
      Beverage Bases prices, of appointing one or more Authorized Suppliers for
      each one of the Beverage Bases, as well as the shipping and payment conditions,
      as well as, if allowed by the applicable legislation, the payment currency
      or currencies acceptable by the Partnership and its Authorized Suppliers.





	 	(b) 	 The
Partnership  reserves  the  right,  to the extent  allowed  by the  legislation  in force
in the  Territory,  of  establishing and reviewing,  upon written notice sent to the
Manufacturer,  maximum prices for which each one of the  Beverages in Authorized
Recipients can be sold by the  Manufacturer to retailers,  and the maximum retail prices
for  each one of the  Beverages.  The parties  recognize  that the  Manufacturer  can
sell the  Beverages to retailers and  authorize  the  Beverage  retail  sales for prices
lower than the  maximum  prices  established  or  modified by the  Partnership,  as
allowed by this paragraph. The Manufacturer cannot, however, increase the maximum prices
established  by the  Partnership  for which the  Beverages  in  Authorized  Recipients
can be sold to  retailers,  nor  authorize  increases in the maximum  retail prices
established  for the Beverages,  without  previous  written  approval by the  Partnership.






	 	(c) 	 The
Partnership reserves the right of, upon simple written  notice to the Manufacturer,
change the Authorized Suppliers  and reviewing from time to time, whenever wished, at its
discretion, the price of any of the Beverage Bases and the  shipping conditions.






	 	(d) 	 Except
for the provisions of paragraph (e) of this item, if the Manufacturer  does not wish to
pay the Beverage Bases  modified price for any of the Beverages,  it must notify the
Partnership in writing within 30 days,  counted as from  reception  of the  Partnership’s
written  notice  establishing  the new price or  prices.  In case of  refusal,  the
Manufacturer’s  authorization  in relation to such Beverage or Beverages will
lawfully  terminate 3 (three)  calendar  months  after  the  Partnership’s
reception  of  notice  from  the  Manufacturer.  In  case of  cancellation  of the
Manufacturer’s  authorizations as herein  contemplated,  the Partnership will no
longer have any obligations with the  Manufacturer in relation to the Beverage or
Beverages whose  authorizations were cancelled,  and the Partnership will  be entitled to
grant authorizations to third parties in 





 
	 	
-11-	 


 

 









	 		connection with the preparation, packaging, distribution
      and sale of that given Beverage or of those given Beverages in the Territory.






	 	(e) 	 If
the Manufacturer does not wish to pay the modified price in  respect to the Beverage
Bases for one or more Beverages  identified by the “Coca-Cola” trademark or any
derivations  thereof, as better described in Exhibit I, the Manufacturer  must notify the
Partnership in writing within the term of 30  (thirty) days counted as from reception of
the written notice  issued by the Partnership modifying the referred price or  prices. In
this hypothesis, this Agreement will be lawfully  cancelled 3 (three) calendar months
after reception of the  Manufacturer’s notice.






	 	(f)	 Whenever
the Manufacturer fails to notice the Partnership as  to the modified price of one or more
Beverage Bases, as per  the terms of paragraphs (d) and (e) of this item, it is
understood that the Manufacturer accepted the modified price.






	 	(g) 	 The
Manufacturer undertakes, in relation to each returnable  Authorized Recipient or each
returnable box delivered to  retailers, to charge from the retailers or debit them
accordingly the values that the Partnership, upon written  notice to the Manufacturer,
from time to time establish,  keeping these values in deposit; and undertakes, moreover,
to  employ the reasonable diligent efforts to recover, when empty,  all returnable
Authorized Recipients and boxes and, when  recovering them, reimburse or credit the
applicable parties  the values of the deposits corresponding to such returnable
Authorized Recipients and boxes, if returned without damages  and in good conditions.






	 	(h) 	 Notwithstanding
the provisions of letter (a) above, the  parties agree that during the present agreement
validity the  concentrate price will be increased always in the same  proportion and at
the same time when the Manufacturer  increases the sales price of the Beverage that it
manufactures. The parties also agree to keep, during the  present agreement validity, the
calculation methodology of the  Concentrate price currently in use and fully disclosed to
all  Coca-Cola Manufacturers.







	VII - AGREEMENT DURATION AND EXPIRATION






	27. 	(a)	 This Agreement will lawfully expire on April
      15th, 2004, except if it be terminated before that, as herein contemplated.
      However, if the Manufacturer fully fulfilled the present Agreement clauses,
      especially, but without prejudice of the others, those concerning the market
      development and the full meeting of the Beverage demand in its territory,
      as well as the strict compliance with hygiene and quality control norms
      established by the Partnership, making it clear that the Manufacturer is
      willing and has the means to continue acting like that, then the Manufacturer
      may request, and the Partnership will accept, that it be renewed for a period
      equal to that of the present Agreement. The intention of renewing the Agreement
      and the confirmation to keep its satisfactory fulfillment must be manifested
      in writing by the Manufacturer to the Partnership, within a minimum term
      of 6 (six) months and a maximum term of 12 (twelve) months before the Agreement
      expiration, it being perfectly understood that the Partnership will assess
      the 






 
	 	
-12-	 


 

 














	 		Manufacturer’s performance along the agreement
      period, according to the objective criteria pursuant to which the Manufacturers’
      agreement obligations fulfillment are usually assessed. Based on such assessment,
      which must be guided by objective criteria, the Partnership will exercise
      the exclusive right of deciding whether the Manufacturer’s agreement
      obligations were satisfactorily fulfilled, and thus will agree or not with
      the requested renewal. It is herein duly understood that, in case of agreement
      renewal, the Partnership and the Manufacturer can, by mutual agreement,
      introduce modifications in the new Manufacture Agreement to be entered into.





	 	(b)	 In
the cases in which the Manufacturing  Agreement is not renewed by the Partnership’s
decision, the Partnership will  purchase from the Manufacture,  and the Manufacturer will
sell to the Partnership, all its production equipment, such  as, but  limited to, the
bottle  washer and filler and the can filler,  paying the market  price for  equipment
with  similar  use  time,  use  conditions  and  maintenance.  The price  parameters
will be  obtained  by  surveying  the  transactions occurred in the market within the
latest six months involving similar equipment.  Such transactions will  be expressed in
National  Treasury  Bonuses or any other economic  indicator in force upon the
production  equipment  purchase by the Partnership,  equipment which must be free and
unencumbered by any burdens. In case of doubt, written  indications  from  manufacturers
of such  equipment  will be  accepted  as  parameters  of price and  continued  use
conditions.






	28. 	(a)	 This Agreement can be terminated by the Partnership
      or by the Manufacturer, immediately and without obligations of indemnifying
      for losses and damages, upon written notice sent to the other party by the
      party entitled to termination: 







	 		(1) 	 If the Partnership, the Authorized Suppliers
      or the Manufacturer become lawfully unable of obtaining foreign currency
      to remit abroad to pay for the import of Beverage Bases, ingredients or
      materials necessary to manufacture Beverage Bases, Syrups or Beverages;





	 		(2) 	 If any of this Agreement parties loses the necessary
      requirements pursuant to the laws in force in the Country where the Territory
      is located and as a result thereof, or if, as a result of the application
      of any other laws affecting the Agreement, some of this instrument stipulations
      cannot be lawfully fulfilled, or if, as a consequence, the Syrups can no
      longer be prepared or the Beverages cannot be prepared or sold according
      to the instructions issued by the Partnership as per the terms of item 20
      above, or if any of the Beverage Bases can no longer be manufactured or
      sold in accordance with the Partnership’s formulas or with the standards
      prescribed by the Partnership.






	 	(b) 	 This
Agreement can be immediately terminated by the  Partnership, without obligations to
indemnify for losses and  damages:





	 	1) 	 If
the Manufacturer becomes insolvent or if its bankruptcy is  requested or confessed and
the confession application is not





 
	 	
-13-	 


 


  
  



	 		withdrawn within 120 (one hundred and twenty)
      days, if the Manufacturer decides for its dissolution, is a judicial dissolution
      or intervention order is issued against the Manufacturer, if a liquidator
      is appointed to administrate the Manufacturer’s businesses, or if the
      Manufacturer enters into a judicial or extra-judicial general composition
      process with its creditors, such as a reorganization process, or if it establishes
      with them any similar understandings or makes any assignments in benefit
      of creditors;





	 		2) 	 In case of dissolution, nationalization or expropriation
      of the Manufacturer, or in case of seizure of the Manufacturer’s assets
      employed in production or distribution.





	29. 	a)	 This agreement can also be terminated, by the
      Partnership or by the Manufacturer, if the other party fails to fulfill
      one or more of the terms, commitments and conditions of this Agreement,
      and does not cure this infringement within 60 (sixty) days after such party
      receives written notice of such infringement.





	 	b)	 Besides
the other reparation methods to which the Partnership  is entitled by force of this
Agreement, if at any time the  Manufacturer fails to follow the instructions or to keep
the  standards prescribed by the Partnership or required by the  laws applicable in the
Territory concerning the preparation of  Syrups or Beverages, the Partnership will be
entitled to  prohibit the Syrups or Beverages production until the  infringement
correction, at the Partnership’s discretion, and  the Partnership can require the
removal from the market of any  Beverages not manufactured according to or not in
conformity  with these instructions, standards or legal requirements, and  the
Manufacturer undertakes to immediately comply with such  prohibition or requirement of
the Partnership, bearing the  corresponding expenses.





	30. 	 In case of
      occurrence of this Agreement term expiration or advance termination:





	 	(a) 	 The
Manufacturer will immediately cease the Beverages  preparation and packaging activities,
and will cease to use,  in any way, the Trademarks, Authorized Recipients, boxes,  locks,
labels, packaging or advertising materials used by or  destined for use by the
Manufacturer in connection with the  Beverages preparation, packaging, distribution and
sale;





	 	(b) 	 The
Manufacturer must immediately remove and erase, from its  premises, delivery vehicles,
sales equipment and other  equipment, from its business stationery and advertising
material used or stored by the Manufacturer, all references to  the Partnership, the
Beverages and the Trademarks; and the  Manufacturer from then on will no longer anyhow
indicate that  it has any connections with the Company, the Partnership, the  Beverages
or the Trademarks;





	 	(c) 	 The
Manufacturer  will  immediately  deliver  to  the  Partnership  or to a  third  party,
according  to  the  Partnership’s  instructions,  all Beverage Bases,  Beverages in
Authorized  Recipients,  usable  Authorized  Recipients  bearing the  Trademarks or any
of them, boxes,  locks,  labels,  packaging and advertising  material for the Beverages
still under  the  Manufacturer’s 





 
	 	
-14-	 


 

 











	 		 possession or under its control; and the Partnership,
      upon delivery of these assets, in fulfillment of the referred instructions,
      must pay to the Manufacturer an amount equal to the reasonable market value
      of these supplies or materials, it being understood that the Partnership
      will only accept and pay for the supplies and materials in first-class conditions
      and perfectly usable; it being further understood that all Authorized Recipients,
      locks, labels, packaging and advertising materials unsuitable for use according
      to the Partnership’s standards will be destroyed by the Manufacturer
      without any cost for the Partnership; and it is further understood that
      if the Agreement be terminated pursuant to items 18 or 28(a) or as a result
      of any of the circumstances contemplated by item 35 (including termination
      by force of law) or if the Agreement be terminated by the Manufacturer for
      any other reasons not contemplated by items 26 or 29, the Partnership shall
      have the option, but not the obligation, of purchasing from the Manufacturer
      the aforementioned supplies and materials; and



	 	(d) 	 All
rights and obligations herein stipulated shall expire,  cease and end, except the
provisions dealing with the  Manufacturer’s obligations related to the Trademarks
and with  the other obligations established in items 14, 15, 16, 19(a)  and 30, all of
which will continue in full force and effect.  However, it is understood that this
provision will not affect  any rights that the Partnership may have against the
Manufacturer in respect to claims based on the non-payment of  any debts of the
Manufacturer with the Partnership or its  Authorized Suppliers.





	31.  Besides the other measures available for
the Partnership, in  case of any infringement of this Agreement terms, commitments  and
conditions committed by the Manufacturer, when such  infringement is related only with
the preparation, packaging,  distribution and sale by the Manufacturer of any of the
Beverages, but not of all of them, the Partnership can opt for  canceling the
authorization granted to the Manufacturer as per  the terms of this Agreement, only in
respect to such Beverage  or Beverages. In case of cancellation of the authorization
granted to the Manufacturer as per the terms of this item, the  Partnership will no
longer have any obligations with the  Manufacturer concerning the Beverage or Beverages
whose  authorization was cancelled, and the Partnership will keep the  right of granting
authorizations to third parties in  connection with the preparation, packaging,
distribution and  sale of such Beverages in the Territory.





	VIII - GENERAL PROVISIONS





	32.  It is hereby expressly understood and
recognized by the  parties that this Agreement was entered into by the Company  and by
the Partnership “intuito personae”, that is, with  specific fundaments on the
identity, character and integrity  of the Manufacturer’s owners, controllers and
administrators,  which assures to have transmitted to the Partnership, before  the
execution of this instrument, full and complete  information about the owners and any
third parties having  rights, interests, control, direction or any other type of
influence over the Manufacturer. Therefore, the Manufacturer  undertakes and commits
itself, before the Partnership:





	 	(a) 	 not
to assign, transfer, lien or in any other way burden this  Agreement or any of its
advantages, in whole or in part, in  benefit of third parties, without the Partnership’s
previous  written consent;




 
	 	
-15-	 


 


  
  

 
	 	(b) 	 not
to delegate to third parties, in whole or in part, the  performance of this Agreement,
without the Partnership’s  previous written consent;





	 	(c) 	 to
immediately notify the Partnership upon the occurrence or  as soon as it becomes aware of
third-party acts that may  result in the Manufacturer’s ownership or control
modification;





	 	(d) 	 from
time to time, to make available for the Partnership, upon  the latter’s request,
complete records related to the  Manufacturer’s ownership updated status and
complete  information about any third parties which directly or  indirectly have control
over the Manufacturer;





	 	(e) 	 not
to start or implement any such changes or the  Manufacturer’s ownership or control,
nor consent or authorize  their occurrence, without the Partnership’s previous
written  consent, to the extent that the Manufacturer has legal control  over such
changes;





	 	(f) 	 in
case the Manufacturer is organized under the form of  partnership, not to alter the
composition of such partnership  without the Partnership’s previous written consent.





	     The contracting
parties expressly stipulate that any violation by the  Manufacturer of the obligations
inserted in this item shall entitle the  Partnership to terminate this Agreement
immediately; and, moreover, in view of  the extremely personal nature of this Agreement,
they agree that the Partnership  will be entitled to terminate it if any third parties
obtains a direct or  indirect interest in the Manufacturer’s ownership or control,
even if the  Manufacturer does not have any means to prevent this change, in case the
Partnership understands, at its sole discretion, that such change would allow  such third
party to exercise influence over the Manufacturer’s administration or  substantially
alter the Manufacturer’s capability of exactly fulfilling this  Agreement terms,
obligations and conditions.





	33.  The Manufacturer, before issuing, offering,
selling,  transferring, commercializing or exchanging shares of its  stock or any other
ownership titles, as well as its  obligations, debentures or the purchase and sale of
such  titles, is obligated to obtain the Partnership’s written  authorization,
whenever the Manufacturer uses, in this  respect, the Company’s or the Partnership’s
name or the  Trademarks or any description of its relationship with the  Company or with
the Partnership, in any leaflets,  advertisement or other promotion methods. The
Manufacture is  prohibited of using the Company’s or the Partnership’s name or
the Trademarks or any description of its commercial  relationship with the Partnership in
any leaflet or  advertisement used in connection with operations of purchase,  by the
Manufacturer, of shares or other documents belonging to  third parties, without
previously obtaining the Partnership’s  written approval.





	34.  The Company or the Partnership can assign
their rights or  delegate their duties and obligations derived from this  Agreement to
one or more subsidiaries or affiliated companies,  upon written notice to the
Manufacturer. It hereby excepted,  however, that the delegation will not exempt the
Company or  the Partnership of any of their obligations stipulated in this  Agreement.




 
	 	
-16-	 


 

 












	35.  Neither the Partnership nor the
Manufacturer will be  considered in default in relation to any of their obligations
herein stipulated if such fault be caused by or derived from:





	 	(a) 	 strikes,
blacklisting, boycott or sanctions, whatever their  reasons might be;





	 	(b)	 force
majeure or acts of God, acts of hostility, application  of law (including the
cancellation of the necessary government  authorization for any of the parties to fulfill
this Agreement  clauses and conditions), embargoes, quarantine, turmoil,  insurrection,
declared war or not, state of war or  belligerence, or risks or hazards resulting
therefrom; or





	 	(c) 	 any
other causes beyond their control.





	     In case the
Manufacturer become unable of fulfilling its obligations as  a consequence of any of the
events mentioned in this item, and during the  duration time of such incapacity, the
Partnership will be exempt of its  obligations contemplated by items 4 and 5; however, if
one of such defaults  persists for a minimum period of six (6) months, any of the parties
can  terminate this Agreement.





	36. 	(a)	 The Partnership reserves the sole and exclusive
      right of filing any proceeding or action, civil, administrative or criminal,
      and in general of taking or requesting any legal step deemed necessary for
      the protection of its reputation and industrial property rights, as well
      as for the protection of the Beverage Bases, Syrups and Beverages, and for
      the defense of any action affecting them. Upon the Partnership’s request,
      the Manufacturer will cooperate in such actions or proceedings. The Manufacturer
      will not be entitled to claim anything against the Partnership as a consequence
      of such actions or proceedings or due to any possible failures of the Partnership
      in filing such actions or proceedings or in defending against them. The
      Manufacturer will immediately notify the Partnership as to any litigation
      or proceeding filed or to be filed in relation to those matters. The Manufacturer
      will not file any judicial or administrative proceeding against third parties
      which may involve the Company’s or the Partnership’s interests,
      without the Partnership’s previous written consent.





	 	(b) 	 The
Company has the sole and exclusive right of filing all  proceedings and actions related
to the Trademarks, as well as  the duty of submitting defense in proceedings referring to
the  same matter. The Company can file any of these proceedings,  and submit defense
concerning them in its own name, or request  the Manufacturer to file a lawsuit or action
or submit defense  concerning them, in its own name or jointly with the  Partnership or
with the Company.






	 	(c) 	 The
Manufacturer agrees to consult with the Partnership  whenever it is called to answer
proceedings or actions based  on alleged product defects, in relation to the Beverages or
to  the Authorized Recipients, and to take reasonable steps  requested by the Partnership
in respect to the defense against  such actions or claims, in order to protect the Company’s
and  the Partnership’s interests as to the Beverages or 






 
	 	
-17-	 


 


  
  

 
	 		 Authorized Recipients and to the commercial
      reputation associated to the Trademarks.






	 	(d) 	 The
Manufacturer will indemnify and render harmless the  Company and the Partnership, their
affiliates and  subsidiaries, and their respective officers, administrators  and
employees, against any costs, expenses, damages, claims,  obligations and
responsibilities, whatever they may be, if  derived from acts not attributable to the
Company and to the  Partnership, such as, but not limited to, costs and expenses
incurred for the composition by settlement, which may result  from the Beverages
preparation, packaging, distribution, sale  or promotion by the Manufacturer, including
costs resulting  from default events, due to guilt or not, practiced by the
Manufacturer, its distributors, suppliers and wholesalers.





	37. The Manufacture undertakes with the
Partnership:





	 	(a) 	 not
to make any statements or transmit information to  government authorities or to any third
parties involving the  Beverage Bases, the Syrups or the Beverages without the
Partnership’s previous written consent;





	 	(b)	 to
keep strictly confidential, permanently, both during this  Agreement validity and
afterwards, all secret and confidential  information, among which, but not limited to,
those referring  to techniques and instructions for mixtures, sales, marketing  and
distribution information, plans and projects related to  this Agreement object, that the
Partnership may transmit to  the Manufacturer or that be somehow taken to its knowledge,
and to take the appropriate steps to assure that such  information will only be provided
to employees also committed  to confidentiality obligations pursuant to this item.





	 	(c) 	 that,
upon the occurrence of this Agreement term expiration or  advance termination, the
Manufacturer will take the necessary  steps to deliver to the Partnership, complying with
instructions that will then be given to it, all written  materials, graphic materials or
materials of other nature  which contain or represent any information subject to the
confidentiality and secrecy norms herein stipulated.





	38.  In case any provision of this Agreement be
or become lawfully  ineffective or null, the validity and effectiveness of the  other
provisions will not be affected; however, it is  understood that the ineffectiveness or
nullity of such  provisions will not unduly prevent or impair the fulfillment  of this
Agreement or the Trademarks ownership or validity. The  termination right contemplated by
item 28(a)(2) will remain  valid, notwithstanding the contents of this provision.





	39. 	(a)	 As to the matters related mentioned in this
      instrument, this Agreement is the sole agreement between the Company, the
      Partnership and the Manufacturer, canceling any previous pacts between the
      parties, or any nature whatsoever, about the same matters, except to the
      extent in which such pacts can encompass agreements and other documents
      reached by the norms of item 19 of this instrument; however, it is understood
      that any written statements made by the Manufacturer, on 




 
	 	 -18-	 


 


  
  

 
	 		which the Partnership based itself to enter into
      this Agreement, will remain obligatory for the Manufacturer.





	40. 	(b)	 any renunciation to rights herein contemplated,
      alterations, modifications or additions to this Agreement and to any of
      its provisions, will not be obligatory for the Partnership and for the Manufacturer,
      except when signed by the Partnership’s and the Manufacturer’s
      duly authorized representatives.





	 	(c) 	 the
written notices issued based on this Agreement will be  sent by cable, telegram, telex or
fac-simile, delivered in  person or by registered letter, and will be deemed as received
on the date on which such notices be sent, such registered  letter be posted or such
notice delivered in hands be  delivered. Such written notices will be addressed to the
latest known address of the addressee. Any change of address  by any of the parties must
be immediately communicated to the  other party in writing.






	:			Partnership





	 			Praia do Botafogo, 374 - 12(0) andar, parte

      Rio de Janeiro - RJ





	:			Manufacturer



	 			Av. Engenheiro Alberto de Zagottis, 352

      Jurubatuba

      Sao Paulo - SP





	 			Company:





	 			P. O. Drawer 1734

      Atlanta - GA, 30301

      USA





	40. The Partnership failure in immediately
exercising any rights conferred upon  it by this Agreement, or in requiring strict
performance of any obligations  herein assumed by the Manufacturer, will not be deemed as
renounce to such  rights or of the right of subsequently requiring the exact fulfillment
of any  and all obligations of the Manufacturer pursuant to this Agreement.





	41. The Manufacturer is an independent producer
and not an agent or  representative of the Partnership. The Manufacturer undertakes to
never claim to  be an agent of the Partnership, nor to pretend to be one.





	42. The headings used in this instrument are
only for the parties convenience,  and will not affect this Agreement interpretation.





	43. This Agreement will be governed by and
construed pursuant to the laws of the  Federative Republic of Brazil. The Central Courts
of the city of Rio de Janeiro,  State of Rio de Janeiro, are herein appointed by the
parties as the only  competent ones to 






 
	 	
-19-	 


 

 











	analyze and settle any controversies derived
from this  Agreement, and both parties expressly renounce to all other Courts, no matter
how privileged they might be,





	44. The attached Exhibits and Tables are
considered, for all purposes, as  integral parts of this Agreement and will be signed by
the Partnership’s and the  Manufacturer’s authorized representatives.





	     IN WITNESS
WHEREOF, the parties execute the present instrument in three  counterparts of equal
tenor, jointly with the two undersigned witnesses.





	 Partnership: 	 COCA-COLA INDUSTRIAS LTDA.






	 	(illegible signature)






	 Manufacturer: 	 SPAL - Industria Brasileira de Bebidas
      S.A.






	 	(illegible signature) - Marco Aurelio
      Eboli - Legal Vice President






	 SPAL 	- Industria Brasileira de Bebidas S.A.






	 	(illegible signature) - Oswaldo Orsolin
      - Executive Vice President






	 Company: 	 THE COCA-COLA COMPANY (Intervening
      Party)






	 	(illegible signature) - Vice President






	WITNESSES:







	
      

    




	
      

    




	
      

    


	This page is an integral part of the Manufacturing Agreement
      entered into between COCA-COLA INDÚSTRIAS LTDA. and SPAL - INDÚSTRIA
      BRASILEIRA DE BEBIDAS S.A., on April 16th, 1999. —-



	
      

    



	(It contains, on all pages of the document
submitted, a stamp as follows: LEGAL  DEPARTMENT (illegible initials)).






 
	 	
-20-	 


 

 












	RWC:mvo
CAMPINAS






	DATE: April 16, 1999




	EXHIBIT I




	BEVERAGES:




	COCA-COLA




	FANTA LARANJA




	FANTA UVA




	SPRITE




	GUARANÁ TAÍ




	KUAT




	SIMBA GUARANÁ




	KINLEY SODA




	KINLEY TÔNICA








	COCA-COLA INDUSTRIAS LTDA.



	(signed)






	SPAL - INDUSTRIA BRASILEIRA DE
BEBIDAS S.A.




	 	Name: MARCO AURÉLIO ÉBOLI
      (signed)

      TITLE: Legal Vice President





	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President







 
	 	
	 


 

 











	RWC:mvo
CAMPINAS






	DATE: April 16, 1999




	EXHIBIT II






	TRADEMARKS




	In conformity with the Manufacturing Agreement
entered into between COCA-COLA INDUSTRIAS LTDA. (hereinafter referred to as “PARTNERSHIP”)
and SPAL - INDUSTRIA BRASILEIRA DE BEBIDAS S.A. (hereinafter referred to as “MANUFACTURER”,
with the intervening of The Coca-Cola Company (hereinafter referred to as “COMPANY”),
on  April 16, 1999, the trademarks of the COMPANY mentioned in paragraph “B” are
the following:






	TRADEMARKS




	COCA-COLA




	FANTA




	SPRITE




	GUARANÁ TAÍ




	KUAT




	SIMBA




	KINLEY




	And all commercial presentations
and translations concerned the referred  trademarks.






	COCA-COLA INDUSTRIAS LTDA.




	(signed)






	SPAL - INDUSTRIA BRASILEIRA DE
BEBIDAS S.A.





	 	Name: MARCO AURÉLIO ÉBOLI
      (signed)

      TITLE: Legal Vice President






	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President









 
	 	
	 


 

 











	RWC:mvo
CAMPINAS






	DATE: April 16, 1999




	EXHIBIT III




	LIST OF AUTHORIZED RECIPIENTS




	 KS 	10 oz- Glass bottle containing 290 ml
      returnable, with ACL 





	 KS 	12oz Glass bottle containing 355 ml
      returnable, with ACL 





	 PET -	 Tereflalato Polyethylene bottle containing
      600 ml, non-returnable, with plastic label.





	 PET -	 Tereflalato Polyethylene bottle containing
      1000 ml, non-returnable, with plastic label.





	 PET -	 Tereflalato Polyethylene bottle containing
      2000 ml, non-returnable, with plastic label. 





	 (*) BAG-IN-BOX 	Flexible plastic bag, with characteristic
      adapters and valves, non-returnable, for beverage syrup of 5, 10 and/or
      18 liters, packed in protecting box made of adequate material.





	 CAN - 	Recipient in metallic material containing
      350 ml with characteristic enameled lithography.





	(*) AS PER THE POST-MIX
SPECIFIC AUTHORIZATION LIST





	
      

      PRODUCTS / SIZES PRODUCED BY THE FRANCHISE
      

    




	 PRODUCTS	 KS	 KS	 PET	 PET	 PET	 BAG-IN-

      BOX	 BAG-IN-

      BOX	 BAG-IN-

      BOX	 CAN
	
      

    
	  	 290 ml	 355 ml	 600 ml	 1000 ml	 2000 ml	 5 L	 10 L	 18 L	 350 ml
	
      

    
	 	 	 	 	 	 	 	 	 	 
	 Coca-Cola	 X	  	 X	 X	 X	  	 X	 X	 X
	
      

    
	 Fanta Laranja	 X	  	 X	 X	 X	  	 X	 X	 X
	
      

    
	 Fanta Uva	 X	  	 X	 X	 X	  	 X	  	 X
	
      

    
	 Sprite	  	 X	 X	 X	 X	  	 X	 X	 X
	
      

    
	 Guaraná Taí	  	 X	  	  	 X	  	  	  	 X
	
      

    
	 Kuat	  	 X	 X	 X	 X	  	 X	 X	 X
	
      

    
	 Simba Guaraná	  	  	  	  	 X	  	  	  	  
	
      

    
	 Kinley Soda	  	  	  	  	  	  	  	  	 X
	
      

    
	 Kinley Tônica	  	  	  	  	  	  	  	  	 X
	
      

    




	COCA-COLA INDUSTRIAS LTDA.




	(signed)






	SPAL - INDÚSTRIA BRASILEIRA DE
BEBIDAS S.A.





	 	Name: MARCO AURÉLIO ÉBOLI
      (signed)

      TITLE: Legal Vice President






	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President








 
	 	
	 


 

 











	RWC:mvo
CAMPINAS





	DATE: April 16, 1999




	EXHIBIT IV





	The following listed recipients are exceptions
to provisions of Clause 2, in the  specific part in which it foresees the possibility of
canceling its  authorization, during the duration of the Agreement.






	 KS 10 oz-	 Glass bottle containing 290 ml returnable,
      with ACL





	 KS 12oz	 Glass bottle containing 355 ml returnable,
      with ACL







	COCA-COLA INDÚSTRIAS LTDA.




	(signed)






	SPAL - INDÚSTRIA BRASILEIRA DE BEBIDAS
      S.A.





	 	Name: MARCO AURÉLIO ÉBOLI
      (signed)

      TITLE: Legal Vice President






	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President









 
	 	
	 


 

 











	RWC:mvo
CAMPINAS





	DATE: April 16, 1999




	EXHIBIT V




	According to provisions of paragraph (a) of
Clause 17, the MANUFACTURER reserves  the right of commercializing the products following
described:





	AGUA MINERAL CAMANDUCAIA




	AGUA MINERAL CRYSTAL SPAL











	COCA-COLA INDUSTRIAS LTDA.



	(signed)






	SPAL - INDÚSTRIA BRASILEIRA DE
BEBIDAS S.A.





	 	Name: MARCO AURÉLIO ÉBOLI
      (signed)

      TITLE: Legal Vice President






	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President







 
	 	
	 


 

 



 
	 	
	 


 

 











	RWC:mvo
CAMPINAS






	POST-MIX AUTHORIZATION LIST




	
PLACE: 	 Rio
de Janeiro





	
Date: 	 April
16, 1999







	AUTHORIZATION CONCERNING THE
SYRUPS FOR POST-MIX BEVERAGES




	According to provisions of item 3 of the
Manufacturing Agreement entered into  between COCA-COLA INDUSTRIA LTDA. (hereinafter
referred to as “PARTNERSHIP”) and  the subscribed Manufacturer, in force from
April 16, 1999, the Partnership does  hereby authorize the Manufacturer, with no
exclusivity, to prepare, pack,  distribute and sell syrups for the following Beverages:




	COCA-COLA
FANTA
KUAT
SPRITE





	(which hereinafter are referred to as “Syrups for
      Post-Mix”) to retail sellers into the Territory for the supply of Beverages
      through Post-Mix Distributing Machines in retail establishments or surroundings
      and further to operate Post-Mix Distributing Machines and sell the Beverages
      supplied by such Machines directly to consumers, subject to the following
      conditions: 




	a) 	The
Manufacturer  cannot sell Syrups for Post-Mix to a retailer for use in any Post-Mix
Distributing Machine, unless: 





	 	(i) 	it
exists the adequate and safe supply of  drinkable water; 





	 	(ii) 	all
Post-Mix Distributing Machines are approved by the  Partnership and meet, under all
aspects, the hygiene standards and  others standards stipulated by the Partnership in
writing and  indicated to the Manufacturer, concerning the preparation, package  and sale
of Post-Mix Syrups;





	 	(iii) 	 the
Beverages supplied through the Post-Mix Supplying Machines  strictly meet the
instructions for the preparation of Beverages from  Post-Mix Syrups periodically
dispatched by the Partnership to the  Manufacturer.





	b) 	 The
Manufacturer is obligated, at its own expenses, to pick samples  of the Beverages
supplied through the Post-Mix Supplying Machines  operated by retailers, to which the
Manufacturer had supplied  Post-Mix Syrups or that are operated by the Manufacturer,
according  to the instructions and in intervals stipulated and communicated  thereto by
the Partnership, in writing, and shall submit such  samples to the Partnership for
examination.





	c) 	 The
Manufacturer, at its own initiative and under its  responsibility, shall immediately
interrupt the sale of Post-Mix  Syrups to any retailer that does not meet the standards
forecasted  by the Partnership.





 
	 	
	 


 

 










	RWC:mvo
CAMPINAS






	d) 	 The
Manufacturer will cease the sale of Post-Mix Syrups to any  retailer, when notified by
the Partnership that any of the Beverages  supplied through the Post-Mix Supplying
Machine installed in the  establishment of such retailer and surroundings does not meet
the  standards determined by the Partnership for Beverages or that the  Post-Mix
Supplying Machine is not the type approved by the  Partnership.





	e) 	 The
Manufacturer is obligated to:





	 	(i) 	 sell
and distribute the Post-Mix Syrups only in recipients like the  ones approved by the
Partnership and use only labels approved by the  Partnership;





	 	(ii) 	 exercise
all its influence to convince the retailers to use standard  glasses, made of glass or
paper or other recipient, approved by the  Partnership, so that the Beverages served to
the consumer are  adequately identified and served in attractive and hygienic  recipient.




	Except for modifications made herein, all terms,
commitments and conditions  contained in the referred Manufacturing Agreement are applied
to the  supplementary authorization granted to the Manufacturer to prepare, pack,
distribute and sell the Syrups for Post-Mix and, in this respect, it is  expressly agreed
among the Parties that all terms, conditions, duties and  obligations on the part of the
Manufacturer, pursuant to the referred  Manufacturing Agreement, are incorporated to this
instrument by reference and,  unless otherwise indicated in the context or another
interpretation is required,  any references made to the term “Beverages” in the
Manufacturing Agreement  should be extended to the expression “Syrups for Post-Mix” for
the objectives of  this supplementary authorization granted to the Manufacturer.




	This authorization can be cancelled by any of
the Parties upon written notice  with 90 (ninety) days in advance, with no prejudice of
its automatic resolution  with the termination or anticipated rescission of the referred
Manufacturing  Agreement.




	This authorization cancels and substitutes any
other one existing between the  Partnership and the Manufacturer, in which refers to the
matter of this Post-Mix  List.




	 PARTNERSHIP: 	 COCA-COLA INDUSTRIAS LTDA. (signed)







	 MANUFACTURER: 	 SPAL - INDUSTRIA BRASILEIRA DE BEBIDAS
      S.A.




	 	Name: MARCO AURELIO EBOLI (signed)

      TITLE: Legal Vice President






	 	Name: OSWALDO ORSOLIN (signed)

      TITLE: Executive Vice President






	 COMPANY: 	 THE COCA-COLA COMPANY

      (Intervening Party)
Vice President (signed)