EX-4.14










	Exhibit 4.14 




	February 9, 2001




	Embotelladora Coca-Cola y Hit de Venezuela, S.A.

Torre Dresdner Bank  
Calle 50, Piso 7  
Panama 55-0820  
Republic of Panama




	Gentlemen:




	     The term of the
Sabores Beverages Bottler’s Agreement (the  “Agreement”), effective August 16,
1996 between Advantage Investments, Inc. and  you, covering a Territory therein
described, is hereby extended by mutual  agreement from August 16, 2001, the date of
expiration thereof, to August 16,  2006.




	     Except as herein
modified, the Agreement shall continue in full force  and effect, provided that it shall
finally terminate on August 16, 2006, without  the right of a tacit renewal being claimed
by you.




	     Please indicate
your agreement by signing and returning the enclosed  duplicate hereof.





	 	Sincerely,

      

      ADVANTAGE INVESTMENTS, INC. 

      
	 	By:	 /s/ 

      
      

       Authorized Representative



	Accepted:  
EMBOTELLADORA COCA-COLA Y HIT DE
VENEZUELA, S.A.





	 By: 	 /s/

      
      

      Authorized Representative



 

 

 








	February 17, 1997




	Embotelladora Coca-Cola y Hit de Venezuela, S.A.

Caracas, Venezuela




	Gentlemen:




	Reference is made to the Bottler’s Agreement
entered into between Advantage  Investments, Inc. and you, with effect from August 16,
1996 (the “Agreement”).




	The initial paragraph of the Agreement is
amended to read as follows:




	 	THIS BOTTLER’S
AGREEMENT (the “Agreement”) entered into with effect from August 16, 1996 by
and between Advantage Investments, Inc., a corporation organized and existing under the
laws of Panama (hereinafter referred to as the “Company”) and Embotelladora
Coca-Cola y Hit de Venezuela, Inc., a corporation organized and existing under the laws
of Panama, acting on behalf of each of the bottling companies listed in Exhibit 1 to
this Agreement, which is incorporated by reference and made a part hereof (each of such
bottling companies hereinafter referred to as the “Bottler”)




	Except as amended hereby, the entire Bottler’s
Agreement remains in full force  and effect.




 

 

 










	Kindly indicate your acceptance of the above by
signing and returning the two  enclosed copies of this letter.





	 	Sincerely,

      

      ADVANTAGE INVESTMENTS, INC. 

      
	 	By:	 /s/ 

      
      

    



	Accepted:  

      EMBOTELLADORA COCA-COLA Y HIT DE VENEZUELA, S.A.





	 By: 	 /s/

      
      

    



 

 









	SABORES BEVERAGES BOTTLER’S
AGREEMENT




	THIS BOTTLER’S AGREEMENT (the “Agreement”)
      entered into with effect from August 16, 1996, by and between ADVANTAGE
      INVESTMENTS, INC., a corporation organized and existing under the laws of
      Panama (hereinafter referred to as the “Company”), and EMBOTELLADORA
      COCA-COLA Y HIT DE VENEZUELA, S.A., a corporation organized and existing
      under the laws of Panama with principal offices at _____________, _________________
      (hereinafter referred to as “the Bottler”).




	WITNESSETH:




	WHEREAS,




	 A. 	 The
Company is engaged in the manufacture and sale of certain  concentrates and beverage
bases (hereinafter referred to as the  “Beverage Bases”) the formulae for which
are industrial secrets of the  Company, from which non-alcoholic beverage syrups
(hereinafter referred  to as the “Syrups”) are prepared, and is also engaged in
the  manufacture and sale of the Syrups, which are used in the preparation  of certain
non-alcoholic beverages which are more fully described in  Appendix I (hereinafter
referred to as the “Beverages”) and which are  offered for sale in bottles and
other containers in other forms or  manners.




	 B. 	 The
Company is the owner of the trade marks set forth in Appendix II  that distinguish the
said Beverage Bases, Syrups and Beverages (all of  the said trade marks being
collectively or severally referred to  hereinafter as the “Trade Marks”).




	 C. 	 The
Company has the exclusive right to prepare, package and sell the  Beverages and the
exclusive right to manufacture and sell the Beverage  Bases and the Syrups in Venezuela.




	 D. 	 The
Company has designated and authorized certain third parties to  manufacture the Beverage
Bases for sale to duly appointed bottlers  (said third parties being hereinafter referred
to as “Authorized  Suppliers”).




	 E. 	 The
Bottler has requested a license from the Company to use the Trade  Marks in connection
with the preparation and packaging of the Beverages  and in connection with the
distribution and sale of the Beverages in  and throughout a territory as defined and
described in this Agreement.




	 F. 	 The
Company is willing to grant the requested license to the Bottler  under the terms and
conditions set forth in this Agreement.




	NOW, THEREFORE, the parties hereto agree as
follows:




	 I. 	 AUTHORIZATION




	 1. 	 The
Company hereby authorized the Bottler, and the Bottler undertakes,  subject to the terms
and conditions contained herein, to prepare and  package the Beverages in Authorized
Containers, as defined hereinafter,  and to distribute and sell the same under the Trade
Marks, in and  throughout, but only in and throughout, the territory which is defined
and described in Appendix III (hereinafter referred to as the  “Territory”).




	 2. 	 The
Company shall, during the term of this Agreement, in its  discretion, approve for each of
the Beverages the container types,  sizes, shapes and other distinguishing
characteristics (hereinafter  referred to as “Authorized Containers”) which the
Bottler is authorized  to use under this Agreement for the packaging of each of the
Beverages.  The list of Authorized Containers in respect of each of the Beverages  as of
the effective date hereof is set forth in Appendix IV. The  Company may, by giving
written notice to the




 
	 	
 	 


 

 









	  	Bottler,
authorize the  Bottler to use additional Authorized Containers in the preparation,
packaging, distribution and sales of one or more of the Beverages.




	  	The
Company under this Clause 2 reserves the right to cancel its  authorization of each of
the Authorized Containers for any of the  Beverages upon six (6) months written notice to
the Bottler. It is  recognized between the parties hereto that the Company will exercise
its right to cancel its authorization in such a way as to enable the  Bottler to prepare,
package, distribute and sell the Beverages pursuant  to this Agreement in at least one
Authorized Container. In the event of  such cancellation of the provisions of Clause
29(c) shall apply to  containers in respect of which authorization has been cancelled.
Subject to the provisions of subclause (c) of this Clause 2, the  Company shall not
withdraw an Authorized Container for the provisions  of subclause (c) of this Clause 2,
the Company shall not withdraw an  Authorized Container for the sole purpose of granting
a third party  rights to manufacture, package, distribute and sell Beverages in that
Authorized Container in the Territory.




	 3. 	 The
Schedules, if any, attached hereto identify the nature of  the supplemental
authorizations which may be granted from time  to time to the Bottler pursuant to this
Agreement and govern  the particular rights and obligations of the parties in  respect of
the supplemental authorizations.




	 II. 	 OBLIGATIONS
OF THE COMPANY




	 4. 	 The
Company or Authorized Suppliers will sell and deliver to  the Bottler such quantities of
the Beverage Bases as may be  ordered by the Bottler from time to time provided that:




	 	(a) 	 the
Bottler will order, and the Company or Authorized  Suppliers will sell and deliver to the
Bottler, only such  quantities of the Beverage Bases as may be necessary and  sufficient
to implement this Agreement; and




	 	(b) 	 the
Bottler will use the Beverage Bases exclusively for the  preparation of the Beverages as
prescribed from time to time  by the Company, and the Bottler undertakes not to sell the
Beverage Bases or the Syrups nor permit the same to fall into  the hands of third parties
without the prior written consent  of the Company.




	  	The
Company shall retain the sole and exclusive right at any time to  determine the formulae,
composition or ingredients for the Beverages  and the Beverage Bases.




	 5. 	 The
Company, for the term of this Agreement, except as provided in  Clause 11, will refrain
from selling or distributing or from  authorizing third parties to sell or distribute the
Beverage throughout  the Territory in Authorized Containers reserving the rights,
however,  to prepare and package the Beverages in Authorized Containers in the  Territory
for sale outside the Territory and to prepare, package,  distribute and sell or authorize
third parties to prepare, package,  distribute or sell the Beverages in the territory in
any other manner  or form.




	 III. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO MARKETING OF THE BEVERAGES, FINANCIAL CAPACITY AND PLANNING




	 6. 	 The
Bottler shall have a continuing obligation to develop, stimulate  and satisfy fully the
demand for each of the Beverages within the  Territory. The Bottler therefore covenants
and agrees with the Company:




	 	(a) 	 to
prepare, package, distribute and sell such quantities of each of the  Beverages as shall
in all respects satisfy fully every demand for each  of the Beverages within the
Territory;




	 	(b) 	 to
make every effort and to employ all proven, practical and approved  means to develop and
exploit fully the potential of the business of  preparing, packaging, marketing and
distributing each of the Beverages  throughout the Territory by creating, stimulating and
expanding  continuously the 




 
	 	 	Bottler’s Agreement Page 2


 

 









	 	 	future
demand for each of the Beverages and by  satisfying fully and in all respects the
existing demand therefore;




	 	(c) 	 to
invest all the capital and incur all expenses required for the  organization,
installation, operation, maintenance, and replacement  within the Territory of such
manufacturing, warehousing, marketing,  distribution, delivery, transportation and other
facilities and  equipment as shall be necessary to implement this Agreement;




	 	(d) 	 to
sell and distribute the Beverages in Authorized Containers only to  retail outlets or
final consumers in the Territory; provided, however,  that the Bottler shall be
authorized to distribute and sell the  Beverages in Authorized Containers to wholesale
outlets in the  Territory who sell only to retail outlets in the Territory. Any other
methods of distribution shall be subject to the prior written approval  of the Company;
and




	 	(e) 	 to
provide competent and well-trained management, and to recruit,  train, maintain and
direct all personnel required, sufficient in every  respect to perform all of the
obligations of the Bottler under this  Agreement.




	 7. 	 The
parties agree that, to develop and stimulate  demand for each of the Beverages,
advertising and other  forms of marketing  activities are required.  The Bottler agrees,
therefore,  to spend such funds for the  advertising  and  marketing of the Beverages as
may be required to maintain and to increase the demand for  each of the  Beverages in the
Territory.  The Company  may, in its sole  discretion,  contribute  to such  advertising
and  marketing  expenditures.  The  Company  may  also  undertake  at  its  own  expense
any  advertising or promotional  activity that the Company deems  appropriate to conduct
in the Territory,  but  this  shall in no way  affect the  obligations  of the  Bottler
to spend  funds for the  advertising  and  marketing of each of the  Beverages so as to
stimulate  and develop the demand for each of the  Beverages  in the Territory.




	 8. 	 The
Bottler shall submit to the Company, for its prior approval, all  advertising and all
promotions relating to the Trade Marks of the  Beverages and shall use, publish,
maintain, or distribute only such  advertising or promotional material relating to the
Trade Marks or to  the Beverages as the Company shall approve and authorize.




	 9. 	 The
Bottler shall maintain the consolidated financial capacity  reasonably necessary to
assure that the Bottler will be capable of  performing its obligations under this
Agreement. The Bottler shall  maintain accurate books, accounts, and records and shall
provide to the  Company, upon the Company’s request, such financial and accounting
information as shall enable the Company to determine the Bottler’s  compliance with its
obligations under this Agreement.




	 10. 	 The
Bottler covenants and agrees:




	 	(a) 	 to
deliver to the Company once in each  calendar  year a program  (hereinafter  referred to
as the “Annual  Program”)  which  shall be  acceptable  to the  Company  as to
form  and  substance.  The  Annual  Program  shall  include  but  shall  not be  limited
to the  marketing,  management,  financial,  promotional  and advertising  plans of the
Bottler showing in detail the activities  contemplated  for the  ensuing  twelve-month
period or such other  period as the Company  may  prescribe.  The  Bottler  shall
prosecute  diligently  the Annual  Program and shall report  quarterly or at such  other
intervals as the Company may request in connection with the  implementation  of the
Annual  Program; and




	 	(b) 	 to
report on a monthly basis, or at such other intervals as the Company  may request, to the
Company, sales of each of the Beverages in such  detail and containing such information
as may be requested by the  Company.




	 11. 	 The
Bottler recognizes that the Company has entered into or may enter  into agreements
similar to this Agreement with other parties outside of  the Territory and accepts the
limitations such agreements may  reasonably impose on the Bottler in the conduct of its
business under  this Agreement. The Bottler further




 
	 	
	Bottler’s Agreement Page 3


 

 









	  	agrees to conduct its business in such a manner
      so as to avoid conflicts with such other parties and, in the event of disputes
      nevertheless arising with such other parties, to make every reasonable effort
      to settle them amicably. 

      

      The Bottler will not oppose without valid reason any additional measures
      the adoption of which are considered by the Company as necessary and justified
      in order to protect and improve the sales and distribution system for the
      Beverages as, for instance, those which might be adopted concerning the
      supply of large and/or special buyers whose field of activity transcends
      the boundaries of the Territory, even if such measures should entail a restriction
      of the Bottler’s rights or obligations within reasonable limits not
      affecting the substance of this Agreement.




	12.	(a) 	The
Bottler, recognizing the important benefit to itself  and all the other parties referred
to in Clause 11 above, of a  uniform external appearance of the distribution and other
equipment and materials used under this Agreement, agrees to  accept and apply the
standards adopted and issued from time to  time by the Company for the design and
decoration of trucks  and other delivery vehicles, cases, cartons, coolers, vending
machines and other materials and equipment used in the  distribution and sale of the
Beverages under this Agreement.




	 	(b) 	 The
Bottler further agrees to maintain and to replace such  equipment at such intervals as
are reasonably necessary and  not to use such equipment to distribute or sell any
products  which are not identified by the Trade Marks without the prior  written consent
of the Company.




	13.	(a) 	The
Bottler shall not, without the prior written consent  of the Company, prepare, sell or
distribute or cause the sale  or distribution in any manner whatsoever of any of the
Beverages outside the Territory.




	 	(b) 	 In
the event any of the Beverages prepared, packaged,  distributed or sold by the Bottler
are found in the territory  of another authorized bottler of the products of the Company
(hereinafter referred to as the “Injured Bottler”) then in  addition to all
other remedies available to the Company:




	 		(1) 	 the
Company may, in its sole discretion, cancel forthwith the  authorization for the
Authorized Container(s) of the type  which were found in the Injured Bottler’s territory;




	 		(2) 	 the
Company may charge the Bottler an amount of compensation  for the Beverages found in the
Injured Bottler’s territory to  include all lost profits, expenses, and costs incurred by
the  Company and the Injured Bottler; and




	 		(3) 	 the
Company may purchase any of the Beverages prepared,  packaged, distributed or sold by the
Bottler which are found  in the Injured Bottler’s territory, and the Bottler shall, in
addition to any other obligation it may have under this  Agreement, reimburse the Company
for the Company’s cost of  purchasing, transporting, and/or destroying such Beverages.




	 	(c) 	 In
the event that Beverages prepared, packaged, distributed or  sold by the Bottler are
found in the territory of an Injured  Bottler, the Bottler shall make available to
representatives  of the Company all sales agreements and other records relating  to such
Beverages and assist the Company in all investigations  relating to the sale and
distribution of such Beverages  outside the Territory.




	 	(d) 	 The
Bottler shall immediately inform the Company if at any  time any solicitation or offer to
purchase Beverages is made  to the Bottler by a third party which the Bottler knows or
has  reason to believe or suspect would result in the Beverages  being marketed, sold,
resold, distributed or redistributed  outside the Territory in breach of this Agreement.




 
	 	
	Bottler’s Agreement Page 4


 

 









	 IV. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO THE TRADE MARKS




	 14. 	 The
Bottler shall at all times recognize the validity of the  Trade Marks and the ownership
thereof by the Company and will  not at any time put in issue the validity or ownership
of the  Trade Marks.




	 15. 	 Nothing
herein shall give the Bottler any interest in the Trade Marks or the goodwill  attaching
thereto  or in any  label,  design,  container  or  other  visual  representations
thereof  or used in  connection  therewith,  and the Bottler  acknowledges  and agrees
that all rights and  interest  created  through such  usage of the Trade Marks, labels,
designs,  containers or other visual representations shall inure to the  benefit and be
the  property of the  Company.  It is agreed and  understood  by the parties  that there
is  extended to the Bottler under this  Agreement a mere  temporary  permission,
uncoupled  with any right or  interest,  and without payment of any fee or royalty
charge,  to use said Trade Marks,  labels,  designs,  containers or other visual
representations  thereof, only in connection with the preparation,  packaging,
distribution  and sale of the Beverages in Authorized  Containers;  said use to be in
such manner and with  the result that all  goodwill  relating  to the same shall  accrue
to the Company as the source and origin  of such  Beverages,  and the Company  shall be
absolutely  entitled to  determine  in every  instance the  manner of presentation  and
such other steps necessary or desirable to secure  compliance with this Clause  15.




	 16. 	 The
Bottler covenants and agrees with the Company during the  term of this Agreement and in
accordance with applicable laws:




	 	(a) 	 not
to manufacture, prepare, package, distribute, sell, deal  in or otherwise be concerned
with any other non-alcoholic  beverage products other than those prepared, packaged,
distributed or sold by the Bottler under authority of the  Company, unless prior written
consent from the Company is  obtained;




	 	(b) 	 not
to manufacture, prepare, package, distribute, sell, deal  in or otherwise be concerned
with any other concentrate,  beverage base, syrup, or beverage which is likely to be
confused with or passed off for any of the Beverage Bases,  Syrups or Beverages;




	 	(c) 	 not
to manufacture, prepare, package, distribute, sell, deal  in or otherwise be concerned
with any other beverage product  under any trade dress or in any container that is an
imitation  of a trade dress or container which is likely to be confused  or cause
confusion or be perceived by consumers as confusingly  similar to or be passed off as
such trade dress or container;




	 	(d) 	 not
to manufacture, prepare, package, distribute, sell, deal  in or otherwise be concerned
with any product under any trade  mark or other designation that is an imitation, copy,
infringement of, or confusingly similar to, any of the Trade  Marks; and




	  	The
covenants herein contained apply not only to the operations with  which the Bottler may
be directly concerned, but also to activities  with which the Bottler may be indirectly
concerned through ownership,  control, management, partnership, contract, agreement, or
otherwise,  and whether located within or outside of the Territory. The Bottler
covenants not to acquire or hold, directly or indirectly, any ownership  interest in, or
enter into any contract or arrangement with respect to  the management or control of any
person or legal entity, within or  outside of the Territory, that engages in any of the
activities  prohibited under this Clause 16.




	 17. 	 This
Agreement reflects the mutual interest of both parties  and in the event that either:




	 	(a) 	 a
third party which is, in the opinion of the Company,  directly or indirectly through
ownership, control, management  or otherwise, concerned with the manufacture,
preparation,  packaging, distribution or sale of any product specified in  Clause 17
hereof, shall acquire or otherwise obtain control or  any direct or indirect influence on
the management of the  Bottler; or



 
	 	
	Bottler’s Agreement Page 5


 

 









	 	(b) 	 any
real or legal person having majority ownership or direct  or indirect control of the
Bottler or who is directly or  indirectly controlled either by the Bottler or by any
third  party which has control or any direct or indirect influence,  in the opinion of
the Company, on the management of the  Bottler, shall engage in the preparation,
packaging,  distribution or sale of any products specified in Clause 16  hereof:




	then  the Company shall have the right to
terminate this Agreement forthwith  unless the third  party making such acquisition as
specified in subclause (a)  hereof or the person,  entity, firm or company referred to in
subclause (b)  hereof shall, on being notified in  writing by the Company of its
intention to  terminate as aforesaid, agree to discontinue,  and shall in fact
discontinue, the  manufacture, preparation, packaging, distribution or  sale of such
products  within a reasonable period not exceeding six (6) months from the  date of
notification.




	18.	(a) 	If
the Company, for the purposes of this Agreement, should  require that, in accordance with
applicable laws governing the  registration and licensing of industrial property, the
Bottler  be recorded as a registered user or licensee of the Trade  Marks then, at the
request of the Company, the Bottler will  execute any and all agreements and such other
documents as may  be necessary for the purpose of entering, varying or  cancelling the
recordation.




	 	(b) 	 Should
the public authority having jurisdiction refuse any  application of the Company and the
Bottler for recordation of  the Bottler as registered user or licensee of any of the
Trade  Marks in respect of any of the Beverages prepared and packaged  by the Bottler
under this Agreement, then the Company shall  have the right to terminate this Agreement
or cancel the  authorization in respect of such Beverages forthwith.




	 V. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO THE PREPARATION AND PACKAGING OF THE BEVERAGES




	19.	(a) 	 The
Bottler  covenants  and agrees with the Company to use, in  preparing  the Syrups for
each of  the  Beverages,  only the Beverage Bases  purchased from the Company or
Authorized  Suppliers and  to use the Syrups only for the  preparation  and packaging of
the  Beverages in strict  adherence  to and compliance  with the  instructions  issued to
the Bottler from time to time by the Company  in writing.  The  Bottler  further
covenants  and agrees  with the  Company  that in  preparing,  packaging,  and
distributing  the  Beverages  the  Bottler  shall at all  times  conform  to the
manufacturing  standards,  hygienic and otherwise,  established  from time to time by the
Company  and comply with all legal requirements,  and the Bottler shall permit the
Company,  its officers,  agents and  designees  at all times to enter and inspect  the
plant,  facilities,  equipment  and  methods  used  by  the  Bottler  in the
preparation,  packaging,  storage  and  handling  of the  Beverages to ascertain whether
the Bottler is complying with the terms of this Agreement.




	 	(b) 	 The
Bottler, recognizing the importance of identifying the  source of manufacture of the
Beverages in the market, agrees  to use identification codes on all packaging materials
for the  Beverages, including Authorized Containers and non-returnable  cases. The
Bottler further agrees to install, maintain and use  the necessary machinery and
equipment required for the  application of such identification codes. The Company shall
provide the Bottler, from time to time, with necessary  instructions, in writing,
regarding the forms of the  identification codes to be used by the Bottler and the
production and sales records to be maintained by the Bottler.




	 	(c) 	 In
the event the Company  determines or becomes  aware of the existence of any quality or
other  technical  problems  relating to any of the  Beverages  or  Authorized  Containers
in respect of any of the  Beverages,  the  Company  may  require  the  Bottler  to take
all  necessary  action to  withdraw  immediately  any such  Beverages  from the  market.
The  Company  shall  notify  the  Bottler by  telephone,  cable,  telex,  telefax or any
other form of immediate  communication of the decision  by the  Company to require the
Bottler to  withdraw  any such  Beverages  from the market and the  Bottler shall,  upon
receipt of such notice,  immediately  cease  distribution  of such Beverages  and 




 
	 	
	Bottler’s Agreement Page 6


 

 









	 	 	take
such other action as may be required by the Company in  connection  with the  withdrawal
of such Beverages from the market.




	 	(d) 	 In
the event the Bottler determines or becomes aware of the  existence of quality or other
technical problems relating to  any of the Beverages or Authorized Containers in respect
of  any of the Beverages, then the Bottler shall immediately  notify the Company by
telephone, cable, telex, telefax, or any  other form of immediate communication. This
notification shall  include: (1) identity and quantities of the Beverages  involved,
including the Authorized Containers, (2) coding  data, (3) any other relevant data
including data that will  assist in tracing such Beverages.




	 20. 	 The
Bottler shall submit to the Company, at the Bottler’s  expense, samples of the Syrups, of
the Beverages and of  materials used in the preparation of the Syrups and the  Beverages
in accordance with such instructions as may be given  in writing from time to time by the
Company.




	21.	(a) 	In
the packaging, distribution and sale of the Beverages,  the Bottler shall use only such
Authorized Containers,  closures, cases, cartons, labels and other packaging materials
approved from time to time by the Company, and the Bottler  shall purchase such items
only from manufacturers who have  been authorized by the Company to manufacture the items
to be  used in connection with the Trade Marks and the Beverages. The  Company shall use
its best efforts to approve two or more  manufacturers of such items, it being understood
that said  approved manufacturers may be located within or outside of the  Territory.




	 	(b) 	 The
Bottler shall inspect such Authorized Containers,  closures, cases, cartons, labels and
other packaging materials  and shall use only those items which comply with the standards
established by applicable laws in the Territory in addition to  the standards and
specifications prescribed by the Company.  The Bottler shall assume independent
responsibility in  connection with the use of such Authorized Containers,  closures,
cases, cartons, labels and other packaging materials  which conform to such standards.




	 	(c) 	 The
Bottler shall maintain at all times a sufficient stock of  Authorized Containers,
closures, labels, cases, cartons and  other packaging materials to satisfy fully the
demand for each  of the Beverages in the Territory.




	22.	(a) 	 The
Bottler  recognizes  that  increases in the demand for the  Beverages,  as well as
changes in  the list of Authorized  Containers,  may from time to time require
modifications or other changes  in respect of its existing  manufacturing,  packaging,
delivery or vending  equipment or require  the  purchase  of  additional  manufacturing,
packaging,  delivery  or  vending  equipment.  The  Bottler agrees,  therefore,  to make
such modifications to existing equipment and to purchase and  install  such  additional
equipment  as  necessary  with  sufficient  lead  time to  enable  the  introduction  of
new Authorized  Containers and the preparation and packaging of the Beverages in
accordance  with the  continuing  obligations  of the Bottler to develop,  stimulate  and
satisfy  fully every demand for each of the Beverages in the Territory.




	 	(b) 	 In
the event the Bottler uses refillable Authorized Containers  in the preparation and
packaging of all or any of the  Beverages, the Bottler agrees to invest the necessary
capital  and to appropriate and expend such funds as may be required  from time to time
to establish and maintain an adequate  inventory of refillable Authorized Containers. In
order to  ensure the continuing quality and appearance of the said  inventory of
refillable Authorized Containers, the Bottler  further agrees to replace all or part of
the said inventory of  refillable Authorized Containers as may be reasonably  necessary
and in accordance with the obligations of the  Bottler hereunder.




	 	(c) 	 The
Bottler agrees not to refill or otherwise reuse any  non-refillable Authorized Containers
that have been previously  used.




 
	 	
	Bottler’s Agreement Page 7


 

 









	 23. 	 The
Bottler shall be solely responsible in the carrying out of  its obligations hereunder for
compliance with all regulations  and laws applicable in the Territory and shall inform
the  Company forthwith of any such provision which would prevent or  limit in any way the
strict compliance by the Bottler with its  obligations hereunder.




	 VI. 	 CONDITIONS
OF PURCHASE AND SALE




	 24. 	 The
Bottler shall, in accordance with the provisions of this  Agreement, purchase the
Beverage Bases required for the  preparation and packaging of the Beverages only from the
Company or Authorized Suppliers.




	25.	(a) 	The
Company reserves the right by giving notice to the  Bottler to establish in its sole
discretion the prices of the  Beverage Bases, including the conditions of shipment and
payment and the currency or currencies acceptable to the  Company and its Authorized
Suppliers in payment and to  designate one or more Authorized Suppliers, the supply point
and/or alternate supply points for each of the Beverage Bases.




	 	(b) 	 The
Company reserves the right, to the extent  permitted by law applicable in the Territory,
to establish  and to revise,  by giving  written  notice to the  Bottler,  maximum
prices at which each of the  Beverages in Authorized  Containers  may be sold by the
Bottler to retail outlets and the maximum  retail  prices for each of the  Beverages.  It
is  recognized in this regard that the Bottler may  sell the  Beverages to retail
outlets and  authorize the retail sales of the Beverages at prices  which are lower than
the maximum  prices  which have been  established  or revised by the Company  pursuant
to this  subclause.  The  Bottler  shall not,  however,  increase  the  maximum  prices
established  and revised by the Company at which the  Beverages in Authorized  Containers
may be  sold to retail  outlets nor authorize an increase in the maximum  retail prices
for the Beverages  without the prior approval in writing of the Company.




	 	(c) 	 The
Company reserves the right by giving written notice to the  Bottler, to change the
Authorized Suppliers and to revise from  time to time and at any time in its sole
discretion the price  of any of the Beverage Bases, the conditions of shipments
(including the supply point), and the currency or currencies  acceptable to the Company
or its Authorized Suppliers.




	 	(d) 	 If
the Bottler is  unwilling to pay the revised  price in respect of the  Beverage  Base(s)
for any one or  more of the other  Beverages,  then the  Bottler  shall so notify the
Company in writing  within  thirty (30) days from  receipt of the written  notice from
the  Company  revising  the  aforesaid  price or  prices.  In this  event,  the  Company,
in its  discretion  and  having  regard to the  present and  prospective  circumstances
in the market,  shall either  (i) notify  the Bottler in  writing that the Agreement
shall  terminate,  in which event this Agreement shall terminate three  (3) calendar
months after the date of the Company’s  notice of  termination  to the Bottler,  or  (ii)
notify the Bottler in writing that the Bottler’s  authorization  in respect of that
Beverage  or those  Beverages  for which the Bottler is  unwilling to pay the revised
price is  cancelled,  such  cancellation  to be  effective  three (3) calendar  months
after the date of the  Company’s  notice  of  such  cancellation  of  authorization(s)
to  the  Bottler.  In  the  event  of  the  cancellation  of an  authorization  of a
Beverage or Beverages  pursuant to this  subclause,  the  provisions  of  Clause 29
shall  apply in  respect of that  Beverage  or those  Beverages,  and,  notwithstanding
any other  provision  of this  Agreement,  the  Company  shall  have no  further
obligation  to  the  Bottler  in  respect  of  that  Beverage  or  those  Beverages  for
which  authorizations  have been  cancelled,  and the Company  shall be  entitled  to
prepare,  package,  distribute or sell, or to grant authorizations to a third party to
prepare,  package,  distribute  or sell, that Beverage or those Beverages in the
Territory.




	 	(e) 	 Any
failure on the part of the Bottler to notify the Company  in respect of the revised price
of any one or more of the  Beverage Bases pursuant to subclauses (d) hereof shall be
deemed to be acceptance by the Bottler of the revised price.




 
	 	
	Bottler’s Agreement Page 8


 

 









	 	(f) 	 The
Bottler undertakes to collect from or charge to retail  outlets for each refillable
Authorized Container and each  returnable case delivered to the said retail outlets, such
deposits as the Company may determine from time to time by  giving written notice to the
Bottler, and to make all  reasonably diligent efforts to recover all empty refillable
Authorized Containers and cases and, upon recovery, to refund  or to credit the deposits
for said refillable Authorized  Containers and returnable cases returned undamaged and in
good  condition.




	 VII. 	 DURATION
AND TERMINATION OF AGREEMENT




	 26. 	 This
Agreement shall be effective from August 16, 1996 and  shall expire, without notice, on
August 26, 2001 unless it has  been earlier terminated as provided herein. It is
recognized  and agreed among the parties hereto that the Bottler shall  have no right to
claim a tacit renewal of this Agreement.




	27.	(a) 	This
Agreement may be terminated by the Company or the  Bottler forthwith and without
liability for damages by written  notice given by the party entitled to terminate to the
other  party:




	 		(1) 	 if
the Company, the Authorized Suppliers or the Bottler cannot  legally obtain foreign
exchange to remit abroad in payment of  imports of the Beverage Bases or the ingredients
or materials  necessary for the manufacture of the Beverage Bases, the  Syrups or the
Beverages; or




	 		(2) 	 if
any part of this Agreement  ceases to be in conformity  with the laws or regulations
applicable in the  country in which the  Territory is located and, as a result  thereof,
or as a result of  any other laws affecting this  Agreement,  any one of the material
stipulations  herein  cannot be legally  performed or the Syrups cannot be prepared,  or
the Beverages  cannot  be prepared or sold in accordance with the  instructions  issued
by the Company pursuant  to Clause 19  above,  or if any of the Beverage Bases cannot be
manufactured or sold in  accordance with the Company’s formulae or with the standards
prescribed by it.




	 	(b) 	 This
Agreement may be terminated forthwith by the Company  without liability for damages:




	 	(1) 	 if
the Bottler  becomes  insolvent,  of if a petition in  bankruptcy  is filed against or on
behalf of the  Bottler  which is not stayed or dismissed  within one hundred and twenty
(120) days,  or  if the  Bottler  passes a  resolution  for  winding  up, or if a winding
up or  judicial  management  order is made against the  Bottler,  or if a receiver is
appointed to manage  the  business of the  Bottler,  or if the Bottler  enters into any
judicial or voluntary  scheme of  composition  with its  creditors or concludes any
similar  arrangements  with  them or makes an assignment for the benefit of creditors; or




	 	(2) 	 in
the event of the Bottler’s dissolution, nationalization or  expropriation, or in the
event of the confiscation of the  production or distribution assets of the Bottler.




	28.	(a) 	This
Agreement may also be terminated by the Company or  the Bottler if the other party fails
to observe any one or  more of the terms, covenants, or conditions of this Agreement,
and fails to remedy such default(s) within sixty (60) days  after such party has been
given written notice of such  default(s).




	 	(b) 	 In
addition to all other  remedies  to which the  Company  may be entitled  hereunder,  if
at any time the  Bottler fails to follow the  instructions or to maintain the standards
prescribed by the Company  or  required  by  applicable  laws in the  Territory  for the
preparation  of the  Syrups or the  Beverages,  the Company  shall have the right to
prohibit  the  production  of the Syrups or the  Beverages  until the default has been
corrected to the Company’s  satisfaction,  and the Company  may demand the  withdrawal
from the trade,  at the  Bottler’s  expense,  of any Beverages not in  conformity  with
or  not  manufactured  in  conformity  with  such  instructions,  standards  or
requirements,  and the Bottler shall  promptly  comply with such  prohibition  or demand.
During  the  period  of such  prohibition  or 




 
	 	
	Bottler’s Agreement Page 9


 

 









	 	 	production,
the  Company  shall be  entitled  to  suspend  deliveries  of the  Beverage  Bases to the
Bottler  and shall also be  entitled to supply,  or to  cause or permit others to supply,
the Beverages in Authorized  Containers in the  Territory.  No  prohibition  or demand
shall be deemed a waiver of the rights of the Company to  terminate  this  Agreement
pursuant to this clause 28.




	 29. 	 Upon
the expiration or earlier termination of this Agreement  or upon the cancellation of the
authorization for a  Beverage(s) and then only in respect of that Beverage(s), as  the
case may be:




	 	(a) 	 the
Bottler shall not thereafter prepare, package, distribute,  or sell the Beverages or make
any use of the Trade Marks,  Authorized Containers, cases, closures, labels, packaging
materials or advertising material used or which are intended  for use by the Bottler in
connection with the preparation,  packaging, distribution and sale of the Beverage(s);




	 	(b) 	 the
Bottler shall forthwith eliminate all references to the  Company, the Beverages and the
Trade Marks from the premises,  delivery vehicles, vending and other equipment of the
Bottler  and from all business stationery and all written, graphic,  electromagnetic,
digital or other promotional or advertising  materials used or maintained by the Bottler,
and the Bottler  shall not thereafter hold forth in any manner whatsoever that  the
Bottler has any connection with the Company, the Beverages  or the Trade Marks;




	 	(c) 	 the
Bottler shall forthwith  deliver to the Company or a third party in accordance with such
instructions  as the Company  shall give,  all of the  Beverage  Bases,  Beverages  in
Authorized  Containers,  usable Authorized  Containers  bearing the Trade Marks or any of
them, cases,  closures,  labels,  packaging  materials  and  advertising  material  for
the  Beverages  still  in  the  Bottler’s  possession or under its control,  and the
Company shall,  upon delivery  thereof pursuant to such  instructions,  pay to the
Bottler a sum equal to the reasonable  market value of such supplies or  materials,
provided  that the Company will accept and pay for only such supplies or materials as
are in first-class and usable  condition;  and provided  further that all Authorized
Containers,  closures,  labels,  packaging materials and advertising materials bearing
the name of the Bottler  and any  such  supplies  and  materials  which  are  unfit  for
use  according  to the  Company’s  standards  shall be destroyed by the Bottler  without
cost to the Company;  and provided  further  that, if this  Agreement is terminated in
accordance  with the  provisions of Clauses 17 or 27(a)  or as a result  of any of the
contingencies  provided  in Clause 34  (including  termination  by  operation of law),
or if the  Agreement is  terminated  by the Bottler for any reason other than  in
accordance  with  or as a  result  of  the  operation  of  Clauses  25 or  28,  or  upon
the  cancellation of the  authorization  for a Beverage(s)  pursuant to Clause 25(d) or
Clause 30, the  Company shall have the option,  but no obligation,  to purchase from the
Bottler the supplies and  materials referred to above; and




	 	(d) 	 all
rights and obligations hereunder, whether specifically set  out or whether accrued or
accruing by use, conduct or  otherwise, shall expire, cease and end, excepting all
provisions concerning the obligations of the Bottler as set  forth in Clauses 13(b)(2)
and (b)(3), 14, 15, 17, 18(a), 29,  35(a), (b), (c) and (d), and 36, all of which shall
continue  in full force and effect. Provided always that this provision  shall not affect
any rights the Company may have against the  Bottler in respect of any claim for
nonpayment of any debt or  account owed by the Bottler to the Company or its Authorized
Suppliers.




	 30. 	 In
addition  to all other  remedies  of the Company in respect of any breach by the Bottler
of the terms,  covenants  and  conditions  of this  Agreement  and where such  breach
relates  only to the  preparation,  packaging,  distribution  and sale by the  Bottler
of one or more but not all of the  Beverages  then the  Company may elect to cancel the
authorizations  granted to the  Bottler  pursuant  to this  Agreement  in  respect  only
of that  Beverage or those  Beverages.  In the event of the  cancellation  by the Company
of  authorizations  to the  Bottler  pursuant to this  Clause 30, the  provisions  of
Clause 29 shall apply in  respect of that  Beverage or those  Beverages,  and the Company
shall have no further  obligations  to the  Bottler in respect of that  Beverage or those
Beverages,  and the  Company  shall be entitled to prepare,  package,  distribute  or
sell,  or to  grant  authorizations  to a third  party  in  connection  with the
preparation, packaging, distribution and sale of that Beverage or those Beverages in the
Territory.




 
	 	
	Bottler’s Agreement Page 10


 

 









	 VIII. 	 GENERAL
PROVISIONS




	 31. 	 It
is  recognized  and  acknowledged  between  the  parties  hereto  that the  Company  has
a  vested  and  legitimate  interest in maintaining,  promoting and safeguarding the
overall  performance,  efficiency and  integrity  of the  Company’s  international
bottling,  distribution,  and  sales  system.  It is  further  recognized  and
acknowledged  between the parties hereto that this Agreement has been entered into by the
Company  intuitu  personae  and in reliance  upon the  identity,  character  and
integrity of the owners,  controlling  parties and  managers of the  Bottler,  and the
Bottler  warrants  having made to the Company  prior to the  execution  hereof a full and
complete  disclosure  of the owners  and of any third  parties  having a right to, or
power of, control or management of the Bottler.  The Bottler,  therefore,  covenants  and
agrees with the Company:




	 	(a) 	 not
to assign, transfer, pledge or in any way encumber this  Agreement or any interest herein
or rights hereunder, in whole  or in part, to any third party or parties, without the
prior  written consent of the Company;




	 	(b) 	 not
to delegate performance of this Agreement, in whole or in  part, to any third party or
parties, without the prior written  consent of the Company;




	 	(c) 	 to
notify the Company promptly in the event of or upon  obtaining knowledge of any third
party which may or will  result in any change in the ownership or control of the  Bottler;




	 	(d) 	 to
make available from time to time and at the request of the  Company complete records of
current ownership of the Bottler  and full information concerning any third party or
third  parties by whom it is controlled directly or indirectly;




	 	(e) 	 to
the extent the Bottler has any legal control over changes  in the ownership or control of
the Bottler, not to initiate or  implement, consent to or acquiesce in any such change
without  the prior written consent of the Company; and




	 	(f) 	 if
the Bottler is organized as a partnership, not to change  the composition of such
partnership by the inclusion of any  new partners or the release of existing partners
without the  prior written consent of the Company.




	  	In
addition to the foregoing provisions of this Clause 31, if a  proposed change in
ownership or control of the Bottler involves a  direct or indirect transfer to or
acquisition of ownership or control  of the Bottler, in whole or in part, by a person or
entity authorized  or licensed by the Company to manufacture, sell, distribute or
otherwise deal in any beverage products and/or any trademarks of the  Company (the
“Acquiror Bottler”), the Company may request any and all  information it
considers relevant from both the Bottler and the  Acquiror Bottler in order to make its
determination as to whether to  consent to such change. In any such circumstances, the
parties hereto,  recognizing and acknowledging the vested and legitimate interest of the
Company in maintaining, promoting and safeguarding the overall  performance, efficiency
and integrity of the Company’s international  bottling, distribution and sales system,
expressly agree that the  Company may consider all and any factors, and apply any
criteria that  it considers relevant in making such determination.




	  	It
is further recognized and agreed between the parties hereto that the  Company, in its
sole discretion, may withhold consent to any proposed  change in ownership or other
transaction contemplated in this Clause  31, or may consent subject to such conditions as
the Company, in its  sole discretion, may determine. The parties hereto expressly
stipulate  and agree that any violation by the Bottler of the foregoing covenants
contained in this Clause 31 shall entitle the Company to terminate this  Agreement
forthwith; and, furthermore, in view of the personal nature  of this Agreement, that the
Company shall have the right to terminate  this Agreement if any other party or third
parties should obtain any  direct or indirect interest in the ownership or control of the
Bottler,  even when the Bottler had no means to prevent such a change, if, in the
opinion of the Company, such change either enables such third party or  third parties to
exercise any 




 
	 	
	Bottler’s Agreement Page 11


 

 









	  	influence
over the management of the  Bottler or materially alters the ability of the Bottler to
comply fully  with the terms, obligations and conditions of this Agreement.




	 32. 	 The
Bottler shall, prior to the issue,  offer, sale,  transfer,  trade or exchange of any of
its shares of  stock or other  evidence of ownership,  its bonds,  debentures or other
evidence of  indebtedness,  or the  promotion of the sale of the above,  or  stimulation
or  solicitation  of the purchase or an offer to sell  thereof,  obtain the written
consent of the Company  whenever the Bottler uses in this connection the name  of the
Company or the Trade Marks or any  description  of the  Business  relationship  with the
Company in  any prospectus,  advertisement  or other sales efforts.  The Bottler shall
not use the name of the Company  or the Trade Marks or any description of the business
relationship  with the Company in any prospectus or  advertisement  used in  connection
with the  Bottler’s  acquisition  of any shares or other  evidence  of  ownership in a
third party without the Company’s prior written approval.




	 33. 	 The
Company may assign any of its rights and delegate all or any of its duties or
obligations  under this  Agreement to one or more of its  subsidiaries  or related
companies  upon written  notice to the Bottler;  provided,  however,  that any such
delegation  shall not relieve the Company  from any of it  contractual  obligations
under this Agreement.  In addition,  the Company in its sole discretion,  may through
written  notice to the  Bottler,  appoint a third party as its  representative  to ensure
that the Bottler  carries  out its  obligations  under this Agreement,  with full powers
to oversee the Bottler’s  performance and to  require  from the  Bottler  its  compliance
with all the  terms and  conditions  of this  Agreement.  The  Company may change or
retract such appointment at any time by written notice sent to the Bottler.




	 34. 	 Neither
the Company nor the Bottler shall be liable for  failure to perform any of their
obligations hereunder when  such failure is caused by or results form:




	 	(a) 	 strike,
blacklisting, boycott or sanction, however incurred;  or




	 	(b) 	 act
of God, force majeure, public enemies, authority of law  and/or legislative or
administrative measures (including the  withdrawal of any government authorization
required by any of  the parties to carry out the terms of this Agreement),  embargo,
quarantine, riot, insurrection, a declared or  undeclared war, state of war or
belligerency or hazard or  danger incident thereto; or




	 	(c) 	 any
other cause whatsoever beyond their control.




	  	In
the event of the Bottler being unable to perform its obligations as  a consequence of any
of the contingencies set forth in this Clause, and  for the duration of such inability,
the Company and Authorized  Suppliers shall be relieved of their obligations under Clause
4 and 5;  and provided that, if any such failure by either party shall persist  for a
period of six (6) months or more, either of the parties hereto  may terminate this
Agreement.




	35.	(a) 	 The
Company  reserves the sole and  exclusive  rights to institute any civil,  administrative
or  criminal  proceedings  or action,  and  generally to take or seek any  available
legal remedy it  deems desirable,  for the protection of its reputation and industrial
property rights as well as  for the protection of the Beverage  Bases,  the Syrups and
the Beverages and to defend any action  affecting  these matters.  At the request of the
Company,  the Bottler will render  assistance in  any such  action.  The Bottler  shall
not have any claim  against the Company as a result of such  proceedings  or action or
for any  failure to  institute  or defend such  proceedings  or action.  The Bottler
shall  promptly  notify the Company of any  litigation or  proceedings  instituted or
threatened  affecting  these  matters.  The  Bottler  shall  not  institute  any  legal
or  administrative  proceedings  against  any third  party  which may  affect  the
interests  of the  Company without the prior written consent of the Company.




	 	(b) 	 The
Company has the sole and exclusive right and responsibility to  initiate and defend all
proceedings and actions relating to the Trade  Marks. The Company may initiate or defend
any such proceedings or  actions in its own name or require the Bottler to institute or
defend  such 




 
	 	
	Bottler’s Agreement Page 12


 

 









	 	 	proceedings
or actions in its own name or require the Bottler to  institute or defend such
proceedings or actions either in its own name  or in the joint names of the Bottler and
the Company.




	 	(c) 	 The
Bottler agrees to consult with the Company on all product liability  claims, proceedings
or actions brought against the Bottler in  connection with the Beverages or Authorized
Containers and to take such  action with respect to the defense of any such claim or
lawsuit as the  Company may reasonably request in order to protect the interest of the
Company in the Beverages, the Authorized Containers or the goodwill  associated with the
Trade Marks.




	 	(d) 	 The
Bottler shall indemnify and hold harmless the Company,  its affiliates and their
respective  officers,  directors and employees from and against all costs, expenses,
damages,  claims,  obligations and  liabilities  whatsoever  arising  from facts or
circumstances  not  attributable  to the Company  including,  but not limited to, all
costs and expenses  incurred in settling or compromising  any  of the same arising out of
the  preparation,  packaging,  distribution,  sale or promotion of the  Beverages by the
Bottler,  including,  but not limited to, all costs  arising out of the acts or
defaults,  whether negligent or not, of the Bottler,  the Bottler’s  distributors,
suppliers and  wholesalers.




	 	(e) 	 The
Bottler shall obtain and maintain a policy of insurance with  insurance carriers
satisfactory to the Company giving full and  comprehensive coverage both as to amount and
risks covered in respect  of matters referred to in subclause (d) above (including the
indemnity  contained therein) and shall on request produce evidence satisfactory  to the
Company of the existence of such insurance. Compliance with this  Clause 35(e) shall not
limit or relieve the Bottler from its obligation  under Clause 35(d) hereof.




	 36. 	 The
Bottler covenants and agrees with the Company:




	 	(a) 	 that
it will make no representations or disclosures to public or  government authorities or to
any other third party relating to the  Beverage Bases, the Syrups or the Beverages
without the prior written  consent of the Company:




	 	(b) 	 that
it will at all times,  both during the  continuance  and after  termination of this
Agreement,  keep  strictly  confidential all secret and confidential  information
including,  without limiting the  generality  of  the  foregoing,  mixing  instructions
and  techniques,  sales,  marketing  and  distribution  information  and  projects  and
plans  relating  to the  subject  matter  of  this  Agreement  which the Bottler may
receive  from the Company or in any other  manner and to ensure  that  such  information
shall be made  known on a  need-to-know  basis  only to those  officers,  directors and
employees  bound by  reasonable  provisions  incorporating  the  nondisclosure  and
secrecy obligations set out in this Clause 36: and




	 	(c) 	 that
upon the expiration or earlier termination of this Agreement the  Bottler will make
necessary arrangements to deliver to the Company in  accordance with instructions as may
be given by the Company, all  written, graphic, electromagnetic, computerized, digital or
other  materials comprising or containing any information subject to the  obligation of
confidence hereunder.




	 37. 	 In
the event of any provisions of this Agreement being or becoming  legally ineffective or
invalid, the validity or effect of the remaining  provisions of this Agreement shall not
be affected; provided that the  invalidity or ineffectiveness of the said provisions
shall not prevent  or unduly hamper performance hereunder or prejudice the ownership or
validity of the Trade Marks. The right to terminate in accordance with  Clause 27(a)(2)
is not affected hereby.




	38.	(a) 	As
to all matters herein mentioned, this Agreement constitutes the  only agreement between
the Company and the Bottler, all prior  agreements of any kind whatsoever between these
parties relating to the  subject matter hereof being cancelled hereby save to the extent
that  the same may compromise agreements and other documents within the  provisions of
Clause 18 hereof; provided,




 
	 	
	Bottler’s Agreement Page 13


 

 









	 	 	however,
that any written  representatives made by the Bottler upon which the Company relied in
entering into this Agreement shall remain binding upon the Bottler.




	 	(b) 	 Any
waiver or modification of, or alteration or addition to, this  Agreement or any of its
provisions, shall not be binding upon the  Company or the Bottler unless the same shall
be executed respectively  by duly authorized representatives of the Company and the
Bottler.




	 	(c) 	 All
written notices given pursuant to this Agreement shall be by cable,  telegram, telex,
hand delivery or registered mail and shall be deemed  to be given on the date such notice
is dispatched, such registered  letter is mailed, or such hand delivery is affected. Such
written  notices shall be addressed to the last known address of the party  concerned.
Any change of address by either of the parties hereto shall  be promptly notified in
writing to the other party.




	 39. 	 Failure
of the Company to exercise promptly any right herein granted,  or to require strict
performance of any obligation undertaken herein by  the Bottler, shall not be deemed to
be a waiver of such right or of the  right to demand subsequent performance of any and
all obligations  herein undertaken by the Bottler.




	 40. 	 The
Bottler is an independent contractor and not the agent of the  Company. The Bottler
agrees that it will not represent that it is an  agent of the Company nor hold itself out
as such.




	 41. 	 The
headings herein are solely for the convenience of the parties and  shall not affect the
interpretation of this Agreement.




	 42. 	 This
Agreement shall be interpreted, construed and governed by and in  accordance with the
laws of Venezuela.




	 43. 	 The
Appendices and Schedules which are attached hereto shall, for all  purposes, be deemed
and by this reference are made a part of this  Agreement and shall be executed
respectively by duly authorized  representatives of the Company and the Bottler.




 
	 	
	Bottler’s Agreement Page 14


 

 









	IN WITNESS WHEREOF, the Company at Atlanta,
Georgia, U.S.A., and the Bottler at  Atlanta, GA, have caused these presents to be
executed in triplicate by the duly  authorized person or persons on their behalf on the
dates indicated below.



	







	EMPOTELLADORA COCA-COLA Y HIT

      DE VENEZUELA, S.A. 

      

       	     	ADVANTAGE INVESTMENTS, INC.  
	By: 	 

      

      Authorized Representative 

      	 	By: 	 

      

      Authorized Representative 

      
	Date: 	 

      

    	 	Date: 	 

      

    





 
	 	
	Bottler’s Agreement Page 15