Exhibit 4.10

                                                                   Final Version
                                                        (Unofficial translation)






                    PARTICIPATION AND SHARE PURCHASE CONTRACT


                         ENTERED INTO BETWEEN AND AMONG


                        CORPORACION JOSE R. LINDLEY S.A.


                                       AND


                             EMBONOR HOLDINGS S.A.,


                          EMBOTELLADORA ARICA OVERSEAS


                            WITH THE PARTICIPATION OF


                     SOCIEDAD DE CARTERA DEL PACIFICO S.R.L.


                             COCA-COLA EMBONOR S.A.






                                January 29, 2004



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This document evidences the Participation and Share Purchase Contract entered
into by:

     --   Corporacion Jose R. Lindley S.A., taxpayer number 20101024645, duly
          represented by Emilio Rodriguez-Larrain, national identity card number
          0707276734, and Manuel Salazar Corvetto, national identity card number
          07269039 and Johnny Lindley Taboada, national identity card number
          07815944, all of them domiciled at Cajamarca 371, Rimac, Lima, Peru,
          as per powers of attorney awarded by the General Shareholders' Meeting
          held on January 20, 2004 (hereinafter, "the Buyer" or "JRL"), as one
          party;

and:

     --   Embonor Holdings S.A., a company domiciled in the Republic of Chile,
          duly represented by Andres Vicuna Garcia-Huidobro, national identity
          card number 7.040.012-k, and Cristian Hohlberg Recabarren, national
          identity card number 7.149.293-1, all of them domiciled at Avenida
          Apoquindo N(degree)3721, 10th floor, District of Las Condes, Santiago,
          Chile, as per powers of attorney evidenced through a Public Deed dated
          January 6, 2004 executed at the Notary Public's Office of Santiago,
          Chile of Mr. Raul Undurraga, (hereinafter "Holdings") and
          Embotelladora Arica Overseas, a company organized and incorporated
          under the laws of Cayman Islands, duly represented by Andres Vicuna
          Garcia-Huidobro, national identity card number 7.040.012-k, and Jose
          Tomas Errazuriz Grez, national identity card number 7.013.621-K, all
          of them domiciled at Ugland House, P.O. Box 309, George Town, Grand
          Cayman, as per a power of attorney dated December 18, 2003 executed at
          the Notary's Office of Santiago, Chile of Mr. Raul Undurraga
          (hereinafter "Overseas") (both hereinafter referred to as, "the
          Sellers") as the other party; and

with the participation of:

     --   Sociedad de Cartera del Pacifico S.R.L., taxpayer number 20423835622,
          duly represented by Ximena Sol Benavides Reverditto, national identity
          card number 10803724, domiciled at Av. Santa Maria 140, Miraflores,
          Lima, Peru, as per powers of attorney recorded under Record number
          1119700 of the Register of Legal Entities, (hereinafter, "SOCAP").

     --   Coca-Cola Embonor S.A., a company domiciled in the Republic of Chile,
          duly represented by Andres Vicuna Garcia-Huidobro, national identity
          card number 7.040.012-K, and Cristian Hohlberg Recabarren, national
          identity card number 7.149.293-7, all of them domiciled at Avenida
          Apoquindo 3721, 10th floor, district of Las Condes, Santiago, Chile,
          (hereinafter, "Embonor"),

under the following terms and conditions:

CLAUSE FIRST:  BACKGROUND

1.1. Embonor is the indirect owner of Shares of Common Stock and of Investment
     Shares in Embotelladora Latinoamericana S.A. ("ELSA") through the following
     structure:

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     (a)  Its subsidiaries Holdings and Overseas, are partners, jointly with
          Peru Beverages Limitada S.R.L. ("PBL"), a company controlled by The
          Coca Cola Company, in SOCAP.

          SOCAP is a limited liability company organized and domiciled in Peru,
          registered in record number 11119700 of the Ledger of Mercantile
          Companies of the Register of Legal entities of Lima.

          SOCAP is a holding company that keeps the following assets and
          liabilities:

          (i)  the only assets are 604,013,193 Shares of Common Stock and
               6,742,216 Investment Shares, and

          (ii) the only liability is an account payable to ELSA in the amount of
               US$ 63,000.

          Holdings is the owner of 556,105,810 participations, and Overseas is
          the owner of 42,484,061 participations in SOCAP. The participation of
          both companies is the equivalent to 81.73% of the corporate capital of
          SOCAP, whereas that of PBL is the equivalent to 18.27%.

     (b)  Holdings is the direct owner of 12,822,042 Shares of Common Stock and
          602,500 Investment Shares.

          Consequently, the structure described above determines that Embonor,
          through Holdings and Overseas, holds in the aggregate a total
          participation of 60.45% in ELSA.

1.2. ELSA is the corporation organized and domiciled in Peru, registered in
     record number 11012037 of the Ledger of Mercantile Companies of the
     Register of Legal entities of Lima, the capital of which is represented by
     748,236,466 Shares of Common Stock each one of which is worth S/. 1.00,
     fully subscribed and paid-in, and which also has issued another 99,747,256
     Investment Shares each one of which is worth S/.1.00, fully paid-in.

     ELSA is registered in the Register of Legal entities of CONASEV and its
     Shares of Common Stock and Investment Shares are registered in the Public
     Register of the Securities Market and in the Lima Stock Exchange.

1.3. Through a business agreement dated January 14, 2004 (the "Business
     Agreement"), JRL and Embonor agreed upon certain terms and conditions
     applicable to this transaction.

1.4. Within the frame of the Business Agreement, the Parties have conducted
     negotiations as of the date hereof, reaching the agreements described
     below, which are materialized through this document which is entered into
     by the persons


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     individualized in the introductory section hereof, who have stated to have
     been awarded by the parties they represent with all the authorizations and
     powers of attorney as necessary for the execution of this Contract.


CLAUSE SECOND:  DEFINITIONS

For the purposes of the Contract, the following terms shall have the meanings
set forth below:

Share of Common Stock:    It is a share with a voting right representing the
                          corporate capital of ELSA.

Direct Shares of Common Stock:  They are 12,822,042 Shares of Common Stock owned
                          by Holdings, representing 1.1713635% of the corporate
                          capital of ELSA.

Indirect Shares of Common Stock:  They are 604,013,193 Shares of Common Stock
                          owned by SOCAP, representing 80.724907% of the
                          corporate capital of ELSA.

Investment Share:         It is an investment Share representing ELSA's
                          Investment Shares account.

Direct  Investment  Shares:  They are 602,500  Investment Shares owned by
                          Holdings,  representing  0.604% of ELSA's Investment
                          Shares account.

Indirect  Investment  Shares:  They are 6,742,216  Investment  Shares owned by
                          SOCAP,  representing  6.75929972% of
                          ELSA's Investment Shares account.

Direct Shares:            They are the Direct Shares of Common Stock plus the
                          Direct Investment Shares.

Indirect Shares:          They are the Indirect Shares of Common Stock plus the
                          Indirect Investment Shares.

Bottling  Activities:     They are those activities related with the
                          preparation, production and distribution, in both a
                          wholesale and retail basis, of carbonated beverage
                          products, table water and the other products currently
                          produced and/or marketed and/or sold by ELSA.

Business Agreement:       It has the meaning assigned to same in number 1.3.

Adjustment of Net Cash and Working Capital:  It is the adjustment made to the
                          Price of the Securities as per the terms of
                          number 6.1.

OPA Adjustment:           It is the adjustment made to the Price of the
                          Securities as per the terms of number 6.2.

Independent Auditor:      It is Ernst & Young.


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Yankee Bonds:             They are the bonds with their accrued interest,
                          issued by Embonor acting through its Agency in Cayman
                          Islands under the Indenture Contract dated March 25,
                          1999, the Trustee of which is the Bank of New York,
                          owned by ELSA.

Net Cash and Working Capital:  It has the meaning assigned to same in
                          Appendix 6.1.

Notice Letter:            It is the letter that must be sent by the
                          Buyer no later than April 30, 2004, to the Sellers,
                          identifying the facts being rendered as a possible
                          Infringement and their respective quantification, or
                          the materialization of a Declared Contingency,
                          pursuant to what is provided in clause 10.2.

CINORSA:                  Means  Compania  Industrial  Nor Oriente  S.A., a
                          company  organized in Peru,  registered under number
                          05.013354 of the Register of Legal entities of Lima.

Companies:                Jointly SOCAP, ELSA and Industrial Iquitos S.A.

Buyer:                    It is JRL.

Declared Contingencies:   They are the facts, events, circumstances, respects
                          and situations expressly stated in Appendix 7.13.(a),
                          same which, if materialized, give rise to Damages.

Contingencies Recognized as of the Month of April:  They are (i) the Declared
                          Contingencies plus (ii) the Claims filed by the Buyer
                          by May 29, 2004 based on Infringements included in the
                          Notice Letter; which may have been subsequently
                          admitted by the Sellers or awarded by the Arbitrating
                          Court.

Contract:                 It is this Participation and Share Purchase Contract.

Material Contracts:       They are the  contracts  and  agreements to which ELSA
                          is a party and which are listed in Appendix 7.20(a).

Damage:                   They are the damages or losses actually undergone and
                          the amounts of which have been borne by (i) ELSA, (ii)
                          SOCAP, or (iii) the Buyer; and which must be borne by
                          the Sellers pursuant to the terms of Clauses Ninth and
                          Tenth.

Deductible:               It has the meaning assigned to same in number 9.2.

Intercompany Debt:        It is the debt with ELSA, including accrued interest,
                          commissions and any type of compensation if any,
                          issued in accordance with the Loan Contract dated
                          July 9, 2003, between ELSA and Overseas and the Loan
                          Contract dated July 9, 2003, between ELSA and
                          Inversora Los Andes S.A.

Dollar or US$:            They are the dollars of the United States of America.

ELSA:                     It is Embotelladora Latinoamericana S.A.


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Embonor:                  It is Coca-Cola Embonor S.A.

Public Deed of Participations Transfer:  It is the public deed that must be
                          executed by the Sellers and the Buyer to formalize
                          the transfer of the Holding of Embonor in SOCAP, the
                          text of which is attached herewith as Appendix 5.4.1.

Financial Statements:     They are (i) SOCAP's and ELSA's the audited balance
                          sheets and the statements of profit and loss, as well
                          their related Notes, closed as of December 31, 2002,
                          and (ii) SOCAP's and ELSA's non audited balance sheets
                          and statements of profit and loss, closed as of
                          September 30, 2003, as well as their related Notes;
                          all of which are contained in Appendix 7.9.(a).

Closing Date:             It is January  29,  2004,  date on which this
                          Contract  is entered  into and the date on which the
                          acts contemplated in Clause Fifth take place.

Accounting Guidelines of the Independent Auditor:  They are the guidelines
                          determined by the Parties, which shall be used by the
                          Independent Auditor to determine the Adjustment of Net
                          Cash and Working Capital and which are attached
                          herewith as Appendix 6.1.

Holdings:                 It is Embonor Holdings S.A.

Indemnity:                It is the  indemnity  or  indemnities  that shall be
                          paid by the  Sellers in favor of the Buyer in case any
                          Damages  arte  determined,  pursuant to the terms of
                          Clauses  Ninth and Tenth.

Infringement:             It is the falsehood or  inaccuracy of some of the
                          declarations  and  warranties  made by the Sellers in
                          Clause Seventh.

Recognized Infringement:  It is an  Infringement  that has been  recognized  by
                          the  Sellers or  sanctioned  by the Arbitrating Court,
                          as per the claims procedure set forth in Clause Tenth.

Audit Report:             It is the  Report  to be  issued  by the  Independent
                          Auditor  whereby  the Net Cash and Working Capital of
                          ELSA as of the Closing Date shall be determined.

JRL:                      It is Corporacion Jose R. Lindley S.A.

Maximum Limit:            It has the meaning assigned to same in number 9.4.

Accounting Norms:         They are those legal  provisions in force in Peru
                          applicable to  accounting  issues,  as well as the
                          Peruvian generally accepted accounting principles.

New Soles or S/.:         It is the legal currency in the Republic of Peru.

OPA:                      It is the public offering for the acquisition of
                          Shares of Common Stock, to be made by the Buyer, or
                          any of its related companies, subsequently to the
                          Closing Date, for the acquisition of 100% of the
                          Shares of Common Stock, excluding the direct or
                          indirect holdings of The Coca-Cola Company, governed
                          by the OPA Regulations.


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Overseas:                 It is Embotelladora Arica Overseas.

Party:                    They are, on the one hand, the Buyer, on an individual
                          basis,  and, on the other hand, the Sellers, on a
                          joint basis.

Parties:                  They are the Buyer and the Sellers, on a joint basis.

Participations:           They are the participations representing the corporate
                          capital of SOCAP.

PBL:                      It is Peru Beverages Limitada S.R.L.

Practices in the Industry:  They are the practices conducted on a regular basis
                          by ELSA and its affiliates, JRL and the bottlers of
                          Pepsi.

Price of the Securities:  It is US$ 129,917,924 which the Sellers shall receive
                          from the Buyer in compensation for the sale of the
                          Securities, which is paid under the terms and
                          conditions set forth in this Contract.

Price of the Securities Sold:  It is US$ 126,644,328 which the Sellers receive
                          as of the Closing Date in compensation for the sale
                          of the Securities Sold to the Buyer, under this
                          Contract.

Price of the Direct Shares:  It is the price of the total number of Direct
                          Shares, which amounts to US$ 3,338,080.

Price of the Holding of Embonor in SOCAP:  It is the price of
                          the total Holding of Embonor in SOCAP, which amounts
                          to US$ 126,579,844.

Price per Direct Share of Common Stock:  It is the price per each Direct Share
                          of Common  Stock,  which  amounts to US$ 0.25531.

Price per Direct Investment Share:  It is the  price  per  each  Direct
                          Investment  Share,  which  amounts  to US$ 0,107032.

Final Price of the Securities:  It is the sum of the price of the Securities,
                          plus the amount of the Adjustment of Net Cash and
                          Working Capital, plus the amount of the OPA
                          Adjustment, both adjustments being calculated as per
                          the terms of Clause Sixth.

Final Price per Share of Common Stock:  It is the price per Share of Common
                          Stock, as adjusted by the Adjustment of Net Cash and
                          Working Capital and/or by the OPA Adjustment.

ELSA Pro rata:            It has the meaning assigned to same in number 9.3 (a).

SOCAP Pro rata:           It has the meaning assigned to same in number 9.3 (b).


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Claim:                    It is the formal notice sent by the Buyer to the
                          Sellers claiming (i) the existence of an Infringement
                          that could give rise to an Indemnity, or (ii) the
                          existence of a Damage originating in the
                          materialization of a Declared Contingency; and which
                          gives rise to procedure contemplated in Clause Tenth.
                          The Claim must meet the formalities contemplated in
                          number 10.5.

OPA Regulations:          It is the Public Offering Regulations for the
                          Acquisition and Purchase of Bearer Securities by
                          Exclusion, as approved through Resolution of the
                          CONASEV number 630-97-EF/94.10, as amended, extended
                          or complemented.

SAB:                      It is Citicorp Peru S.A., SAB, a stock brokerage
                          company that shall acts (i) as intermediary, both with
                          the Sellers and with the Buyer in the purchase of the
                          Direct Investment Shares, and (ii) as an irrevocable
                          attorney of Holdings for the sale of the Direct Shares
                          of Common Stock in the OPA.

SOCAP:                    It is Sociedad de Cartera del Pacifico S.R.L.

Holding of Embonor in ELSA:  It is the stock ownership held by Embonor,
                          indirectly through Holdings and Overseas, from the
                          total of the Shares of Common Stock and Investment
                          Shares in ELSA, which is equivalent to 60.45% of the
                          corporate capital and of the Investment Shares Account
                          in ELSA.

Holding of Embonor in SOCAP:  It is the total participations of SOCAP owned by
                          Holdings and Overseas, equivalent to 81.73% of the
                          corporate capital in SOCAP.

Exchange Rate:            It has the meaning assigned to same in number 15.6.

Arbitrating Court:        It is the Arbitrating Court referred to in Clause
                          Thirteenth.

Value of the Shares of Common Stock:  It is the amount resulting from adding the
                          Value of the Indirect Shares of Common Stock plus the
                          price of the Direct Shares of Common Stock.

Value of the Direct Shares of Common Stock:  It is the amount resulting from
                          multiplying the number of the Direct Shares of Common
                          Stock by the price per Direct Share of Common Stock.

Value  of the Indirect Shares of Common Stock:  It is the amount resulting from
                          multiplying the number of the Indirect Shares of
                          Common Stock by the price per Direct Share of Common
                          Stock.

Valor Final of the Shares of Common Stock:  It is the amount resulting from
                          adding the Value of the Shares of Common Stock, plus
                          the Adjustment of Net Cash and Working Capital, plus
                          the OPA Adjustment.

Value of the Indirect Investment Shares:  It is the amount resulting from
                          multiplying the number of the Indirect Investment
                          Shares by the price per Direct Investment Share.


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Value of the Investment Shares:   It is the amount resulting from adding the
                          Value of the Indirect Investment Shares plus the
                          price of the Direct Investment Shares.

Securities:               It is in the aggregate the Holding of Embonor in
                          SOCAP, plus the Direct Shares.

Securities Sold:          It is in the  aggregate  the  Holding of  Embonor  in
                          SOCAP  plus the  Direct  Investment Shares.

Sellers:                  They are Holdings and Overseas.


CLAUSE THIRD:  PURPOSE OF THE CONTRACT

3.1. (A)  By virtue of this Contract, the Sellers sell to the Buyer the
          Securities Sold, and the Buyer buys from the Sellers the Securities
          Sold, under the terms and conditions set forth in this Contract. The
          transfer of the Securities Sold and the payment of the price of the
          Securities Sold shall be made in the manner stated in Clause Fifth.

     (B)  The Buyer's obligation to make the OPA and acquire in same all of the
          Direct Shares of Common Stock is also the purpose of this Contract.

     (C)  Lastly, the moneyed loan made by the Buyer to Holdings in the amount
          equivalent to the Value of the Direct Shares of Common Stock under the
          terms and conditions set forth in Clause Fourth is also the purpose of
          this Contract.

3.2. The sale of the Securities includes all the rights and economic and
     political benefits which pertain or may pertain to them, without any
     exclusions or limitations, whether they are actual or prospective, declared
     or agreed, to be declared or to be agreed, accrued or accruable, present or
     future, including: (i) rights over pending dividends and over reserves of
     any nature; (ii) all the contributions to the capital, of any type or
     nature, as may have been made as of the Closing Date, inclusive; (iii) each
     and any bonds convertibles into shares issued or to be issued by SOCAP or
     ELSA and pertaining to the Securities; (iv) all the participations whether
     created or to be created in SOCAP and any shares issued or to be issued by
     SOCAP or ELSA pertaining to the Securities as a consequence of the
     restatement of the capital, capitalization of profits or reserves, or, in
     general, any capital increase in SOCAP or ELSA agreed prior to the Closing
     Date.

3.3. The Sellers declare that there are no contributions to the capital of SOCAP
     or ELSA whose capitalization is pending, or obligations to be borne by
     SOCAP or ELSA conferring to the Sellers or to third parties the right to
     make contributions into the capital of SOCAP or ELSA.

3.4. The Buyer declares that the purchase of the Holding of Embonor in SOCAP is
     solely intended to attain the control of the Indirect Shares, under the
     same economic terms as would have been applicable in the event that a
     direct purchase had been made.


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3.5. In accordance with what is contemplated in the OPA Regulations, the Buyer
     undertakes to conduct, subsequently to the Closing Date, an OPA or any
     other public offering as CONASEV may authorize, in respect of all of the
     remaining Shares of Common Stock, except for the shares directly owned, or
     owned through a related company, to The Coca-Cola Company, at the Final
     Price per Share of Common Stock payable to the Sellers.


CLAUSE FOURTH:  PRICE AND LOAN

4.1. The price of the Securities has been set by the Parties in the amount of
     US$ 129,917,924.

     The price of the Securities is based on a Price per Direct Share of Common
     Stock of US$ 0,255310 and on a Price per Direct Investment Share of US$
     0,107032. (The latter is the quotation value of the Investment Share in
     ELSA as of the closing of January 8, 2004, equivalent to S/. 0.37, and
     assuming the purchase exchange as at that date to be S/. 3.4569).

4.2. The price of the Securities is structured as follows:

     (a)  Price of the Holding of Embonor in SOCAP: US$ 126,579,844, broken down
          as US$ 117,596,020 to Holdings and US$ 8,983,824 to Overseas.

          This price is the result of the following arithmetical operation:

          (i)  the result of (A) all of the Indirect Shares of Common Stock
               times the aforementioned price per Share of Common Stock i.e. US$
               0.255310, plus (B) all of the Indirect Investment Shares times
               the aforementioned price per Investment Share i.e. US$ 0.1070320,
               minus (C) US$ 64,077, this last amount being the only liability
               of SOCAP; times,

          (ii) the Holding of Embonor in SOCAP (81.73%).

     (b)  Price of the Direct Shares: US$ 3,338,080.

          This price is the result of the following arithmetical operation:

          (i)  The number of the Direct Shares of Common Stock times the price
               per Share of Common Stock, plus

          (ii) The number of the Direct Investment Shares times the price per
               Investment Share.

4.3  Bearing in mind the foregoing, the price of the Securities Sold amounts to
     US$ 126,644,328, which is comprised as follows:

     (a)  Price of the Holding of Embonor in SOCAP: US$ 126,579,844.

     (b)  Price of the Direct Investment Shares: US$ 64,484.


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4.4. The Adjustment of Net Cash and Working Capital and the OPA Adjustment
     stated in Clause Sixth below shall affect the Value of the Shares of Common
     Stock and, consequently, the price of the Securities. The Parties recognize
     and accept that the Final Price of the Securities shall be the final price
     of same, and, therefore, after the Adjustment of Net Cash and Working
     Capital and of the OPA Adjustment, for all legal, accounting, tax,
     contractual or any other purpose, any reference to the price must be
     understood as being made to the Final Price of the Securities.

4.5. The Parties declare that the price of the Holding of Embonor in SOCAP has
     been determined by multiplying 81.73% by the result of the addition of (i)
     the number of Indirect Shares of Common Stock multiplied by the price per
     Direct Share of Common Stock, plus (ii) the number of Indirect Investment
     Shares multiplied by the price per Direct Investment Share, and (iii)
     subtracting the amount of the liability kept by SOCAP in the amount of US$
     64,077.

4.6. The Parties declare that between the price of the Securities (including the
     price attributed to the Shares of Common Stock and the Investment Shares)
     and the value of the assets to be acquired, there is a fair and perfect
     equivalence, therefore the Parties, in the broadest possible way, waive any
     claim between them in connection therewith, save for what is contemplated
     in Clause Sixth of this Contract.

4.7. Through this act and through the act of execution of the Public Deed of
     Participations Transfer and, in accordance with the Certification made by
     SUNAT about the computable cost of the Holding of Embonor in SOCAP, of the
     Direct Shares of Common Stock and of the Direct Investment Shares attached
     herewith as Appendix 4.7., the Buyer pays, without any withholdings, the
     total price of the Securities Sold, in Dollars, as follows:

     4.7.1 Price of the Holding of Embonor in SOCAP

     (a)  US$ 100,216,936.62 through a bank transfer, as per the form of letter
          attached herewith as Appendix 4.7.1 (a) in funds immediately and
          freely available, into account number 10999073 of Citibank N.A., New
          York, ABA # 021000089, for the benefit of Embonor Holdings S.A., the
          holder of which is Citibank N.A., Santiago, Chile.

     (b)  US$ 10,816,867 through the transfer of the Yankee Bonds to Holdings
          which, immediately before, have been acquired by the Buyer from ELSA
          at that price.

     (c)  US$ 15,546,040.38, through a bank transfer into the bank account in
          foreign currency kept by ELSA with Citibank N.A. Lima Branch, in the
          account number 000-2354101, ABA # 10991389, as per the forms of
          letters attached herewith as Appendix 4.7.1. (c). With the deposit of
          said amount, Holdings (with the authorization and on account of its
          related companies Overseas and Inversora Los Andes S.A.) and Overseas,
          by itself, fully pay to ELSA the Intercompany Debt, as per the
          following breakdown:

          (i)    US$ 5,516,336.91, which Holdings pays on account of Inversora
                 Los Andes S.A., and which corresponds to the full and entire
                 payment of the debt kept by said company with ELSA by virtue
                 of


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                 the Loan Contract entered into between them on July 9,
                 2003.

          (ii)   US$ 1,045,879.47, which Holdings pays on account of Overseas,
                 and which corresponds to the partial payment of the debt kept
                 by said company with ELSA by virtue of the Loan Contract
                 entered into between them on July 9, 2003; and

          (iii)  US$ 8,983,824, which Overseas pays on its own account, and
                 which corresponds to the full balance of the debt kept by said
                 company with ELSA by virtue of the Loan Contract entered into
                 between them on July 9, 2003.

          With the aforementioned bank transfer, Holdings and Overseas pay and
          extinguish on a full ant total basis the Intercompany Debt, their
          warranties and others, as per what has been declared in the receipts
          issued by ELSA, which are also comprised of Appendix 4.7.1. (c), which
          is entered into by ELSA on the Closing Date.

     4.7.2 Price of the Direct Investment Shares

     (a)  US$ 64,484 through a bank transfer into the account to be specified by
          SAB.

4.8. Through this instrument, the Buyer grants to Holdings a moneyed loan in an
     amount equivalent to the Value of the Direct Shares of Common Stock, that
     is, US$ 3,273,596, through the transfer into account number 10999073 with
     Citibank N.A., New York, United States ABA # 021000089, for the benefit of
     Embonor Holdings S.A., the holder of which is Citibank, Santiago, Chile, as
     per the form of letter included in Appendix 4.8. Said moneyed loan shall
     not accrue interest in favor of the Buyer and shall be refunded whenever
     the OPA should be paid, with the proceeds of the sale of the Direct Shares
     of Common Stock in the OPA. For this purpose, on this same date, Holdings
     has awarded SAB with an irrevocable mandate irrevocable to appear at the
     sale of the Direct Shares of Common Stock in the OPA. The Buyer expressly
     waives to seek the payment of the loan with other of Holdings' assets other
     than the Direct Shares of Common Stock or the proceeds from the sale of
     same, save that the Direct Shares of Common Stock may not be transferred to
     the Buyer in the OPA for a cause imputable to Holdings. This limitation
     shall not be applicable to the payment of the difference that may exist in
     favor of the Buyer the sale price of the Direct Shares of Common Stock in
     the OPA and the amount of the loan, as per what is provided in number 6.2
     (b) below. Holdings undertakes not to encumber or dispose of in any form to
     third parties the Direct Shares of Common Stock, or to perform any act
     whatsoever intended to limit the force of the irrevocable mandate. The
     infringement of this obligation shall bring as a consequence the
     termination of the aforementioned limitation. The text of said irrevocable
     mandate forms part of this Contract as Appendix 4.8.

4.9  The payment of the price of the Securities Sold and the granting of the
     loan are made notwithstanding the eventual application and payment of the
     adjustments set forth in Clause Sixth.


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CLAUSE FIFTH:  ACTS UPON CLOSING

Prior to or concurrently with the execution of this Contract, and
notwithstanding the Sellers' obligation to register in the Public Registers the
transfer of the Holding of Embonor in SOCAP and the other obligations
contemplated in this Contract, the following acts take place:

5.1. Acts to be performed by the Sellers:

     5.1.1. Holdings' giving irrevocable instructions to SAB to sell to the
            Buyer, by means of a stock exchange operation, the Direct
            Investment Shares. The text of said communication forms part of
            this Contract as Appendix 5.1.1.

     5.1.2. Holdings' awarding of an irrevocable mandate to SAB to sell the
            Direct Shares of Common Stock in the OPA. The text of said
            communication forms part of this Contract as Appendix 4.8.

     5.1.3  Delivery to the Buyer of the letter subscribed by SOCAP's manager
            addressed to SOCAP, submitting his irrevocable resignation to his
            position, stating that he has no claims to file against SOCAP as
            to his condition as the manager. A copy of the text that must be
            contained in said letter is shown in detail as Appendix 5.1.3.

     5.1.4. Delivery to the Buyer, through the respective CEOs of the
            Companies, of the following: (a) the books of Minutes of Board
            Meetings, of Shareholders' Meetings and of Partners' Meetings of
            the Companies; and, (b) the ELSA's Shares Register, CAVALI's
            report on ELSA as of the day before the Closing Date and the
            public deeds and registration entries evidencing the Holding of
            Embonor in SOCAP and the owners.

     5.1.5. Delivery to the Buyer of a certified copy of the Partners' Meeting
            Minutes of SOCAP where it was agreed to appoint Mr. Francisco
            Armando Franco Perez as the Manager of SOCAP.

5.2. Acts to be performed by the Buyer:

     5.2.1. Giving SAB irrevocable instructions to acquire and pay, by way of
            a stock exchange operation the Direct Investment Shares to
            Holdings, providing same with sufficient funds to that effect,
            pursuant to what is set forth in Clause 4.7.2. The text of the
            aforementioned instructions forms part of this Contract as
            Appendix 5.2.1.

     5.2.2. Granting of the loan in favor of Holdings, in accordance with what
            is provided in Clause 4.8.

     5.2.3  Payment of the price of the Holding of Embonor in SOCAP in the
            form contemplated in number 4.7.1.


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     5.2.4  Delivery to the Sellers of the voucher for the deposit made by
            SAB, in funds immediately and freely available, in the account
            number 10999073 of Citibank N.A., New York, ABA # 021000089, for
            the benefit of Embonor Holdings S.A., the holder of which is
            Citibank N.A., Santiago, Chile, for the price of the Direct
            Investment Shares, that is, US$ 64,484.

5.3. By SOCAP

     5.3.1. Delivery to the Buyer of a certified copy of the Minutes of the
            Partners' Meeting of SOCAP where PBL, Holdings, Overseas and SOCAP
            state their approval of the transfer of the Participations which
            operates by virtue of the Contract, with the partners waiving any
            first refusal right, consent or the like which they may be
            entitled to.

5.4. By the Parties.

     5.4.1. Awarding of the Public Deed of Participations Transfer, pursuant
            to the text in Appendix 5.4.1.

     5.4.2. Acquisition, by JRL of the Yankee Bonds at the price of US$
            10,816,867 and transfer of same as a partial payment to the
            Sellers, in the form stated in Appendix 5.4.2.

     5.4.3. The taking place of one or more board meetings of ELSA by virtue
            of which the resignations of the current directors of ELSA are
            accepted, except for that of Mr. Rodrigo Romero Cabezas and
            Alejandro Yarad, who are related to PBL, and the appointment of
            new directors in lieu of the resigned ones appointed by the Buyer,
            and the adoption of the other agreements to be decided by the new
            board of directors.

     5.4.4. Entering into the contract for the purchase of 100% of the shares in
            CINORSA, pursuant to the text in Appendix 5.4.4.


CLAUSE SIXTH:  THE ADJUSTMENT OF THE PRICE

The Parties agree to apply the following adjustments to the Price of the
Securities:

6.1. Adjustment of Net Cash and Working Capital.

     6.1.1. The price of the Shares of Common Stock and consequently the price
            of the Securities implies that Net Cash and Working Capital
            amounts to US$ 27,000,000.

     6.1.2. Immediately after the Closing Date and within 10 business days as
            of the date on which ELSA delivers to the Independent Auditor the
            necessary information in accordance with the Accounting Guidelines
            of the Independent Auditor, the Independent Auditor shall issue
            the Audit Report where Net Cash and Working Capital as of the
            Closing Date shall be determined. This term of 10 business days
            shall be extended to a maximum of 5 business days, in the event
            that the Independent Auditor determines so, by means of a
            communication stating to both Parties the


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            reasons calling for such an extension. The Independent Auditor shall
            support his determination in the Accounting Guidelines of
            Independent Auditor, attached herewith as Appendix 6.1. The
            Independent Auditor's determination shall bear the nature of an
            arbitral award of consciousness, pursuant to what is permitted by
            the Tenth Complementary and Final Provision of the General law on
            Arbitration. Consequently, Independent Auditor's determination shall
            be final for the Parties, notwithstanding the Parties' right to
            request to the same Independent Auditor the rectification or
            amendment in the event of errors or omissions in the Audit Report in
            case of departure from the Accounting Guidelines of the Independent
            Auditor. The Independent Auditor's response in case of request for
            the rectification or amendment of error shall not give rise to any
            claim, not even before the Arbitrating Court. Appendix 6.1.2.
            contains the letter of the Independent Auditor stating his
            accordance with this agreement.

     6.1.3. The Buyer undertakes to cause ELSA to make available to the
            Independent Auditor, within 15 business days following the Closing
            Date, all the documentation related with the Net Cash and Working
            Capital at the main offices of ELSA located at Avda. Mariscal
            Oscar R. Benavides 1111, Lima.

     6.1.4. Appendix 6.1.4 contains the letter of hiring of the Independent
            Auditor subscribed by the Parties. All the fees and expenses
            related with the work to be conducted by the Independent Auditor
            shall be borne by the Parties in equal shares. Except for what is
            stated above in this paragraph, all other costs and expenses
            incurred into by the Parties in connection with the Independent
            Auditor's determination of the Net Cash and Working Capital, shall
            be borne by the Party incurring into such cost and expense.

     6.1.5. The Adjustment of Net Cash and Working Capital shall be determined
            as per the following procedure:

            (a) If the Audit Report states that the Net Cash and Working
                Capital is less than US$ 27,000,000, an Adjustment of Net Cash
                and Working Capital in favor of the Buyer shall be applicable.

                Said adjustment in favor of the Buyer shall be equivalent to
                multiplying the Holding of Embonor in ELSA by the difference
                between US$ 27,000,000 and the Net Cash and Working Capital (as
                same has been determined by the Independent Auditor). In this
                case, the Adjustment of Net Cash and Working Capital shall
                reduce the Value of the Shares of Common Stock.

            (b) If the Audit Report states that the Net Cash and Working
                Capital is higher than US$ 27,000,000, and Adjustment of Net
                Cash and Working Capital in favor of the Sellers shall be
                applicable.

                Said Adjustment in favor of the Sellers shall be equivalent to
                multiplying the Holding of Embonor in ELSA by the difference
                between the Net Cash and Working Capital (as same has been
                determined by the Independent Auditor) and the imports of US$
                27,000,000. In this case, the Adjustment of Net Cash and Working
                Capital shall increment the Value of the Shares of Common Stock.


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            (c) If the report submitted by the Independent Auditor states that
                the Net Cash and the Working Capital amounts to US$ 27,000,000,
                there shall be no Adjustment of Net Cash and Working Capital in
                favor of the Parties.

     6.1.6. The Adjustment of Net Cash and Working Capital shall be determined
            in New Soles and shall be translated into Dollars, at the Exchange
            Rate in force as of the Closing Date.

            The Party that ends up with the obligation to make the
            aforementioned payment, should materialize same, regarding the
            Indirect Shares of Common Stock, within a maximum period of 3
            business days as of the date on which Audit Report was informed to
            same, in Dollars, through a freely and immediately available bank
            transfer, with said amount being susceptible only to the tax
            withholdings that, as the case may be, are contemplated in the
            applicable norms in Peru. The portion of the Adjustment of Net
            Cash and Working Capital corresponding to the Direct Shares of
            Common Stock shall be expressed in the price to be offered in the
            OPA.

     6.1.7. The determination and the payment of the Adjustment of Net Cash
            and Working Capital as per this Clause do not absolutely affect or
            prevent the payment of the Indemnities that may result from the
            application of what is set forth in Clause Ninth and Clause Tenth,
            save for the case of the same facts or circumstances that would
            have already been covered in full as to their amount by the
            Adjustment of Net Cash and Working Capital.

     6.1.8. The price of the Investment Shares shall not be adjusted as a
            consequence of the Adjustment of Net Cash and Working Capital.

6.2. OPA Adjustment

     Since the Final Price per Share of Common Stock must be reflected in the
     OPA to be submitted by the Buyer, the Parties set forth as follows:

     (a)  In the event that in the OPA submitted by the Buyer, or its related
          companies, a price per Share of Common Stock higher than the Price per
          Share of Common Stock plus the Adjustment of Net Cash and Working
          Capital is voluntarily offered, this higher price shall be reflected
          in the price payable in the OPA by the Direct Shares of Common Stock.
          The difference corresponding to the Indirect Shares of Common Stock
          shall have to be paid directly to the Sellers by the Buyer on the date
          of payment of the OPA.

     (b)  The refund of the moneyed loan referred to in number 4.8 of this
          Contract shall be made on the date of liquidation of the OPA, with the
          proceeds from the sale of the Direct Shares of Common Stock in the
          OPA, in accordance with the irrevocable mandate conferred to SAB. If
          after the OPA Adjustment the Final Price per Share of Common Stock
          corresponding to the Direct


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          Shares of Common Stock is higher than the loaned amount, then SAB
          must refund the difference to Holdings. In case that the Final Price
          per Share of Common Stock corresponding to the Direct Shares of
          Common Stock is less than the loaned amount, as a consequence of the
          Adjustment of Net Cash and Working Capital, then Holdings must pay
          the balance of the loan to the Buyer within five business days as of
          the date of liquidation of the OPA.

     (c)  The Parties bear in mind that, due to the nature of this operation,
          the performance of a process of appraisal of the shares in ELSA is
          unnecessary for the purposes of the regulations of the OPA, since the
          price of the Holding of Embonor in SOCAP has been determined bearing
          in mind that SOCAP's only asset is comprised of the Indirect Shares
          and, its only liability is an account receivable from ELSA in the
          amount of US $ 63,000.00.

          Nevertheless, in case that, based on the report of a third party
          assessment, CONASEV should determine, through a resolution determining
          that there are no more administrative steps available, and which is
          consented to or ratified on a judicial basis, an assignment of value
          to the Shares of Common Stock differing from the Price per Share of
          Common Stock plus the Adjustment of Net Cash and Working Capital, and
          as a result of the foregoing the authority compels the Buyer to offer
          in the OPA a value that exceeds that agreed herein, said higher value
          shall not imply any economic compensation whatsoever to the Sellers,
          provided that the Buyer has complied with the obligations set forth in
          number 2 of the Clause Fifth of the Business Agreement, in order for
          said appraisal not to differ from the Final Price per Share of Common
          Stock.


CLAUSE SEVENTH:  DECLARATIONS AND WARRANTIES OF THE SELLERS

The Sellers declare and guarantee the correctness, accuracy, truthfulness and
force (prior to an on the Closing Date, as appropriate) of the following:

7.1. Existence and Position of the Companies.

     The Companies are companies duly organized and existing under the laws of
     the jurisdiction of their incorporation, and they are duly qualified to
     operate in Peru.

     The copies of the documents of incorporation (bylaws and any eventual
     amendments to same) of the Companies referred to in Appendix 7.1., have
     been delivered to the representatives of JRL prior to the date hereof and
     are complete. Additionally, the Company has granted access to the Buyer to
     the books containing all the relevant minutes of the Shareholders' Meeting,
     Partners' Meeting, Board of Directors' Meeting and those of the other
     bodies of administration.

7.2. Capital of the Companies.

     (a)  The structure of the corporate capital and of the Investment Shares of
          the Companies is, as of the Closing Date, the following:


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          (i)   SOCAP: Its corporate capital is the amount of 723,391,223.00 New
                Soles and it is represented by 723,391,223 participations with a
                nominal value of S/.1.00 each.

          (ii)  ELSA: Its corporate capital amounts to 748,236,466.00 New Soles
                represented by 748.236.466 shares with a nominal value of
                S/.1.00 each. Likewise, it has 99,747,256 Investment Shares with
                a nominal value of S/.1.00 each.

     (b)  (iii) Iquitos: Its corporate capital amounts to 8,358,103,00 New Soles
                represented by 8,358,103 shares with a nominal value of S/.1.00
                each. Save for what is stated in number 7.2 (a), the Companies
                do not have any other (i) authorized or issued shares, (ii)
                certificates of preemptive subscription, bonds convertible into
                shares, pending subscriptions or options (including share
                purchase options in favor of the employees), or (iii) pending
                obligations (whether or not represented by securities titles)
                for the issuance of shares representing its capital or
                Investment Shares.

                The Companies' shares are duly authorized, validly issued and
                subscribed, fully paid-in, and are not subject to additional
                contributions. They were not issued in infringement of any
                preemptive rights of any nature.

     (c)  The Securities are free from any charges or encumbrance and there are
          no options, usufructs, pledges, conversion or preemptive rights or
          other rights, limitations, charges, restrictions, agreements or any
          other type of commitments affecting them and which may compel Embonor
          to sell or offer for sale any of the Securities.

     (d)  There are no share syndication contracts, agreements among
          shareholders or partners or between them and third parties, powers of
          attorney and other understandings in force in connection to the
          exercise of any political and economic rights.

     (e)  As of the Closing Date, the Shares' Register, the Investment Shares'
          Register and the accounting records of CAVALI truly reflect 100% of
          the shares representing the corporate capital of ELSA and the 100% of
          the Investment Shares representing the Investment Shares account of
          ELSA, and that the ownership of all of the Indirect Shares and of the
          Direct Shares corresponds to SOCAP and to the Sellers, respectively,
          save for what is contemplated in Appendix 7.2.(e).

          Likewise, on that date, the bylaws of SOCAP registered with the Public
          Registers accurately reflect 100% of the participations representing
          the corporate capital of SOCAP and that the ownership over the entire
          Holding of Embonor in SOCAP corresponds to the Sellers, save for what
          is allowed in Appendix 7.2(e).


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     (f)  There are no claims, legal actions or court cases referring the
          Securities, derived from offers, issuances, purchases, options,
          transfers or negotiations of any nature filed prior to the Closing
          Date. Likewise, the Sellers are not aware of any situation or fact
          that may give rise to a claim, court case or legal action in that
          nature.

7.3. Holding of Securities.

     The Companies no either directly or indirectly have any shares or bonds
     convertible into shares or, in general, current securities with a voting
     right or capital participations in another company, joint venture,
     association agreements or entities of any other nature, save for what is
     contemplated in Appendix 7.3.

7.4. Compliance with other Instruments.

     The Companies have not infringed: any of the provisions containing in their
     articles of incorporation referred to in the second paragraph of Number
     7.1. Furthermore, the Companies have not infringed any agreement or
     instrument del to which they are a party or whereby they or any of their
     assets are bound; nor have they infringed any provision of any applicable
     law, ordinance, order, sentence, right, norm or provision of any court,
     arbitrator or governmental authority, the infringements of which could have
     a materially adverse effect over the businesses, property or financial
     position of the Companies, considered either individually or jointly. In
     case that any other declaration or warranty included in this clause
     contravenes this Number 7.4, what is stated in the specific declaration or
     warranty shall prevail.

     The execution and compliance with the Contract, as well as the execution of
     the operations contemplated in same shall not result in the creation or
     imposition of any obligation over the Companies which may originate any
     attachment, charges, claims, encumbrances, warranty rights, restrictions of
     any kind, or other third party rights. The Sellers and the Companies are
     not aware of any situation or fact that could generate a claim, court case
     or legal action over any property or asset of the Companies.

7.5. Powers of the Sellers.

     Embonor and the Sellers have the required power and authority to enter into
     the Contract and each one of the acts set forth by same, to comply with
     their obligations and execute the operations contemplated in same. Said
     execution and compliance have been duly authorized by the Sellers, by way
     of an agreement of the respective corporate entity, and the representatives
     of the Sellers have sufficient powers to enter into the Contract, and the
     acts and agreements contemplated in same, as appropriate. A copy of the
     respective minutes and of the powers of attorney of the representatives of
     the Sellers are attached herewith as Appendix 7.5.

7.6. No Conflict.

     Neither the execution of the Contract, nor the execution of the obligations
     contained in the instruments subscribed in accordance with same, determine
     that Embonor, the Sellers or the Companies incur into the default of any
     obligation rising from:


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     (a)  Any agreement, contract, covenant or another instrument where either
          of them is a party to and which determines the commitment their
          assets;

     (b)  Any law, ordinance, norm or regulation enforceable by any governmental
          authority;

     (c)  Any applicable order, resolution, sentence or decree of any court,
          arbitrator or governmental authority, the default of which may have an
          adverse effect over:

          (i)  Their capacity to enter into, execute or issue or comply with
               their obligations pursuant to the terms of Contract or of the
               acts and agreements contemplated in same, or

          (ii) Their businesses, property or financial position, in such terms
               that said default could have an adverse effect over the
               businesses, property or financial position of the Companies,
               considered on an individual or joint basis or an adverse effect
               over the ownership, possession and/or exercise of the Securities.

7.7. Governmental Approval.

     No declaration, registration or notification before any governmental
     authority is required, or to obtain a consent, approval, authorization,
     license, order or permit from any governmental authority whatsoever in
     connection with the execution and the compliance with the Contract, or for
     the execution of the operations contemplated in same, except for the
     notification of same to the SUNAT, the CONASEV and PROINVERSION (formerly
     CONITE), when appropriate.

7.8. Licenses and Permits.

     The Companies have all the authorizations, permits, registers, licenses and
     the administrative habilitations necessary and required by the law to carry
     forth, in all material respects, the activities and operations encompassed
     in their business, without any limitations other than those contained in
     them.

7.9. Accounting Information.

     (a)  Are attached herewith as Appendix 7.9.(a) the Financial Statements.

     (b)  The Financial Statements were prepared in accordance with the
          Accounting Norms in force and reflect the equity position and the
          result of the operations of the Companies, taken in the aggregate, as
          of the date of same and for the period encompassed by them. In case
          there are any differences in the treatment of the claims derived from
          this provision and another provision in this Clause Seventh that is
          specific, what is provided in the specific provision shall prevail.

     (c)  There are no obligations, debts or liabilities generated, accrued or
          contingent which, in observance of the Accounting Norms, should be
          included in the Financial Statements and that are not reflected in
          same.


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     (d)  The accounting books which the Companies have the legal obligation to
          keep reasonably reflect the inflow and outflow items and the assets
          and liabilities that must be recorded in them under the Accounting
          Norms, and have been kept in accordance with the generally accepted
          accounting principles, and applied consistently by the Companies.

7.10. No Changes.

      Between September 30, 2003 and the Closing Date:

      (a)  The Companies have been managed as per the ordinary course of
           business, consistently with the regular practices that have been
           applied in the past, not having incurred into obligations or debts
           other than those related to the Companies' ordinary line of
           business.

      (b)  No modification has been agreed or made in the bylaws of the
           Companies other than those stated in Appendix 7.1.

      (c)  No significantly adverse changes in the assets, businesses,
           properties or in the financial position of the Companies have
           occurred, nor any fact has occurred, nor any agreement has been
           entered into, nor there are any circumstances (nor has a threat been
           contemplated or exists of any such fact) which could reasonably be
           expected and which could cause a significantly adverse effect in the
           future;

      (d)  No damages, destruction, loss or claim have occurred in or against
           any business, property or asset of the Companies, whether or not
           covered by an insurance, which could be reasonably expected to cause
           a significantly adverse change;

      (e)  No Significant Contract has been entered into, modified or
           terminated, save for what is stated in Appendix 7.10.(e);

      (f)  No substantial reduction in the levels of maintenance observed by
           the Companies in connection to their properties and which has not
           been contemplated in their annual maintenance plans, has occurred;

      (g)  No sale, lease, assignment, mortgage, pledge or another disposal or
           encumbrance of any of the real estates or other significant assets
           of the Companies has taken place, save for the operations conducted
           during the normal course of their businesses;

      (h)  No labor conflict or another fact or condition of any kind affecting
           or that may reasonably and in a materially adverse form may affect
           the financial position of the Companies or any of their businesses
           or properties has occurred;

      (i)  No changes in labor matters under the terms represented in numbers
           7.14 (j) and 7.14 (k) have occurred;

      (j)  No reassessment of any of the properties or other assets of the
           Companies, other than those described in Appendix 7.10.(j) have
           occurred.;

      (k)  No contribution to the capital of the Companies, or the distribution
           of any dividend or payment in respect of the corporate capital of
           the Companies has


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           been agreed, nor any similar subdivision, redemption, repurchase,
           consolidation or transaction affecting the corporate capital of the
           Companies, other than those described in Appendix 7.1. has been
           agreed;

      (l)  No process related with the merger, consolidation, liquidation or
           reorganization of the Companies has been agreed or started, nor have
           the Companies negotiated the sale or transfer of its own shares or
           participations, save for what has been contemplated in the Contract;

      (m)  No rights or significant claims pertaining to the Companies in
           connection with the Bottling Activity have been waived. For the case
           of non-significant rights or claims, the negotiations and
           adjustments to accounts receivable have been conducted in a manner
           consistent with the Companies' past practices;

      (n)  The Companies are not aware of any started, initiated or filed
           lawsuits, claims or, in general, any legal pretensions whatsoever
           related with the Bottling Activity other than the routine of
           collection of accounts payable or the defense of their interest in
           any of the branches or instances where their rights are discussed
           (such as Governmental, labor, commercial, and other instances), save
           for those contemplated in Appendix 7.10.(n); and

      (o)  No changes in the accounting methods and criteria used by the
           Companies have been made, salvo that said changes are required by
           the Law, by new Accounting Norms or that they form part of new
           Practices in the Industry.

      (p)  The Companies have not made sales to the distribution channels in
           volumes significantly higher than those that would be appropriate as
           per their regular practices.

7.11. Industrial and Intellectual Property.

      (a)  ELSA is the owner of all the brands and the elements of the
           intellectual and industrial property, including, among others,
           product and service marks, trade names, trade mottos, patents,
           industrial designs and copyrights detailed in Appendix 7.11.(a), and
           has entered into all the license, sub-license contracts and the
           other necessary agreements for the adequate use of the
           aforementioned intellectual and industrial property rights owned by
           third parties, used and/or necessary for the development of the
           Bottling Activities of ELSA;

      (b)  As of the Closing Date, ELSA has satisfactorily complied with the
           execution of all of the obligations derived of the license and
           sub-license contracts referring to the use of the intellectual and
           industrial property rights owned by third parties detailed in
           Appendix 7.11.(a). Regarding the obligations derived from the other
           agreements to which it is a party, ELSA has complied with all the
           obligations pertaining to same, the default of which could have a
           materially adverse effect for ELSA.

      (c)  ELSA is the owner, and may exercise and use in a full, pacific
           fashion and without affecting third party rights, even those
           resulting from association agreements with third parties, all the
           rights referred to in number 7.11.(a), which are free from any
           charges or encumbrances and, where applicable, it


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           is up-to-date in the payment of appropriate fees for same. The
           aforementioned rights suffice to enable ELSA to conduct all of its
           activities in all of their substantial respects.

      (d)  As of the Closing Date there are no judicial proceedings or
           contentious administrative procedures of any type notified to the
           Companies affecting the free use and availability of the rights
           mentioned in number 7.11.(a). Likewise, the Sellers and the
           Companies are not aware of any situation or fact that could give
           rise to a claim, court case or legal action that could affect or
           serve as grounds for questioning the ownership or validity of said
           rights or which could cause the cancellation of their registration.

      (e)  No individual or legal entity other than ELSA has a right, license
           or authorization to acquire or use in the Republic of Peru the trade
           marks, mottos and formulas used by ELSA and mentioned in Appendix
           7.11.(a), except for what is set forth in Appendix 7.11.(e).

7.12. Environment.

      (a)  The Companies have all the space permits, authorizations and
           licenses related to the compliance with the laws on Environment as
           required to conduct their Bottling Activities, which have been
           obtained by complying with all the requirements under the law about
           Environment, that default with which could have a materially adverse
           effect in the Companies.

      (b)  The Companies comply and half complied in all material respects with
           the legislation related with the environmental protection and with
           all the applicable permits, licenses or authorizations.

      (c)  Neither the Companies nor the Sellers have been notified or are
           aware of any claims or pending files of claims awaiting to be
           started against the Companies due to any infringement of the
           legislation on Environment, nor do they have any plausible reasons
           to fear a claim on such matter, including, but not limited to,
           claims derived from the operations of the Companies or with any
           facilities the Companies have used or operated.

7.13. Declared Contingencies.

      (a)  Appendix 7.13.(a) contains a list of the Declared Contingencies.

      (b)  Except for what is set forth in Appendix 7.13.(a), as of the Closing
           Date:

           a.  There are no notices of claims by way of judicial, arbitral,
               administrative or any other means, nor, are the Sellers or the
               Companies aware of the existence of any situation or fact that
               could give rise to a claim, trial or legal action that could
               have a material effect over the assets, rights, contracts or
               financial position of the Companies;

           b.  There are no notices of claims by way of judicial, arbitral,
               administrative or any other means, nor, are the Sellers or the
               Companies aware of the existence of any situation or fact that
               could give rise to a claim, trial or legal action that could
               affect the holding of the Securities;


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                                                                   Final Version
                                                        (Unofficial translation)


           c.  There are no notices of claims by way of judicial, arbitral,
               administrative or any other means, nor, are the Sellers or the
               Companies aware of the existence of any situation or fact that
               could give rise to a claim, trial or legal action that could
               affect the holding, use or operation by SOCAP, of the property
               and assets which as per the Contract, shall pertain to same
               after the Closing Date;

          (iv)  Neither the Companies nor any of its assets, property or rights
                are subject to an order or mandate of any competent authority
                which, having been duly notified to the Companies, affects,
                damages, restricts or limits, directly or indirectly the holding
                of the Securities.

7.14. Workers.

     (a)  There are no situations which the Sellers and the Companies are aware
          of, that lead them to foresee that some of the managers or the
          accountant of the Companies shall not continue to be available under
          the same contractual terms and compensation after the Closing Date.

     (b)  Appendix 7.14.(b) lists the unionized organizations existing in the
          Companies and the number of individuals comprising same.

     (c)  Appendix 7.14.(c) describes in sufficient terms the plan(s) of
          retirement benefits, juvenile hiring and contracting of cooperatives,
          and in general, the labor policy agreed or conducted by the Companies.

     (d)  Appendix 7.14.(d) enumerates the administrative procedures and the
          legal proceedings for labor or social security matters currently being
          in place against the Companies, regarding which a written
          communication has been received, or which the Companies are aware that
          could be filed against the Companies.

     (e)  The Companies substantially comply with all the applicable laws, terms
          and conditions for contracting and health and labor safety agreements.

     (f)  The Companies comply with all individual and collective labor
          agreements as in connection to employment, business practices, wages
          and hours, severance payments, social benefits, and, except for what
          is stated in Appendix 7.14.(d), there are no current (nor there are,
          to the best of the Companies' knowledge, threats of any) action,
          lawsuit or legal or any other proceedings or investigation against the
          Companies in connection with any of its obligations of a labor nature.
          If, for any reason, this declaration contravenes any other declaration
          made in this Contract, this declaration shall prevail.

     (g)  No agreement, individual or collective labor covenant or order from a
          competent authority which has been duly notified, limit or restricts
          the Companies its capability to relocate any of their operations or
          the severance of any of their workers under the applicable legal
          provisions.

     (h)  The Companies have not experienced any strike, stoppage or any other
          form of collective suspension of work during the last three years, nor
          are the Companies aware of any situation or fact that cause same to
          occur.


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                                                                   Final Version
                                                        (Unofficial translation)


     (i)  The execution and entering into of the Contract and the consummation
          of the operations contemplated in same shall not have as a direct
          consequence the acceleration or shall increment any obligation or debt
          (regarding severance payments, accrued social benefits, indemnities,
          etc.) related with any covenant or agreement with any employee or
          former employee currently working or who has worked for the Companies,
          nor shall they cause, nor shall it be understood that they cause by
          the mere fact of their execution, entering into and/or consummation,
          the severance of workers;

     (j)  Save for the provisions that may have been made in the financial
          statements as of December 31, 2003 and inventories as of that same
          date, including all the preceding ones, the Companies: (A) have not
          incurred into any type of obligations due to a default of any labor
          contract, indemnity for individual or collective severance (including
          indemnity for arbitrary severance) or due to a default of any order
          related with the rehiring of any worker or any other obligation
          deriving from the severance or variation of any labor relationship;
          (B) have not made or undertaken to make payments of any kind of
          bonuses, including those related to the actual or potential severance
          or suspension of workers or due to the variation of any labor
          relationship other than those required by the governance of the law;
          (C) have not incurred into any material obligation due to accidents or
          injuries of their workers; (D) have not incurred into any obligation
          implying the payment of contributions, taxes, participation in
          profits, salary reserves, deposits of compensations for years in
          service and any other form of remuneration of the personnel due to
          their labor relationship with the Companies, except for what is stated
          in Appendix 7.13.(a); and, (E) have made all the payments of tax
          withholdings, contributions, deposits and social security payments as
          required by the applicable laws, including fines and indemnities, if
          any.

     (k)  Save for the operations conducted during the normal and ordinary
          course of business, consistently with past practices, since September
          30, 2003, the Companies have not hired any new personnel or executed
          any new labor contracts, bonuses, participations in profits, pensions,
          retirement funds, salary raises, target plans, prizes or incentives,
          or any benefits other than those that have been in force.

     (l)  All taxes, contributions and imposts of any of the contractors of the
          Companies that should be withheld or collected by same by virtue of a
          legal order have been dully collected and/or withheld and have been
          paid to the respective governmental entities including fines or
          indemnities, if any.

     (m)  No provision stipulated or implicit in the Contract shall appoint a
          third party as a beneficiary nor shall entitle any worker or former
          worker (including any beneficiary, case-holder or dependant of same)
          of the Companies to extend the term of their labor relationship,
          modify same, be replaced or hired by any of the Companies. In addition
          to the foregoing, no provision in the Contract shall award rights to
          said persons in connection with any benefit awarded, either directly
          or indirectly, under any plan, schedule, policies, covenants and
          agreements for benefits or payments to the workers (including those of
          a non-salary nature) or any plan or agreement established by the
          Companies.


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                                                        (Unofficial translation)


          Notwithstanding any provision stating otherwise included in the
          Contract, no provision in same shall operate as a limitation to the
          rights to rearrange, modify or conclude, after the Closing Date, each
          and any specific individual or collective social benefit plan or
          agreement of the Companies.

     (n)  The Companies have taken for their workers the mandatory insurance set
          forth by the standing norms, which are currently in force.

     (o)  The Companies have withheld from the remuneration of their workers and
          from the other payments made to third parties, the amounts
          corresponding to all taxes that must be withheld by the Companies from
          them, including interest and fines as the case may be, and have
          deposited said withholdings in favor of the competent agency or entity
          and is not late with said obligations as of the Closing Date.

7.15. Corporate Books.

     The Companies' Corporate Books are kept as per what is contemplated in the
     law and contain records of all the minutes of the bodies of the respective
     company, and encompass all the significant decisions or agreements adopted
     by said bodies.

7.16. Products and Guarantee.

     (a)  The products from the ELSA's Bottling Activities are substantially in
          agreement with all the contractual commitments, guarantees,
          authorizations and requirements under the law and the franchise
          contracts entered into with The Coca-Cola Company, Inc.

     (b)  ELSA has no legal liability whatsoever (and there are no grounds for
          any present or future action, litigation, proceedings, hearing,
          investigation, charge, complaint, claim or requirement against same
          that may give rise to such liability) which could result into a
          materially adverse effect from paying indemnities to some client,
          buyer, third party or replacing or repairing some product or service
          manufactured, sold, leased, supplied or delivered by ELSA or any other
          deficiencies or damages related with same. No product or service
          manufactured, sold, leased, supplied or delivered by ELSA is subject
          to any guarantee of a pecuniary or any other nature, or to the payment
          of penalties or indemnities, save for those of a general nature
          contemplated by the law.

     (c)  The terms and conditions of sale, marketing, lease or delivery for use
          which the Companies agree for their products or services, including
          the provisions applicable to monetary guarantees, other guarantees and
          indemnities, are consistent with the Practices in the Industry.

7.17 Companies' Assets.

     The Companies own all the tangible and intangible assets listed in the
     Financial Statements and inventories, which have been acquired after the
     closing of same, and hold a valid, full and perfect ownership title over
     them; they are free from any charges and encumbrances, and are in their
     possession, except for the assets


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                                                                   Final Version
                                                        (Unofficial translation)


     sold, assigned, leased or encumbered in any forma during the ordinary
     course of business and in accordance with past practices consistently
     applied by the Companies.

     Save for what is stated in Appendix 7.17.(a):

     (a)  The accounting value of the Companies' assets are not overpriced as
          per the Accounting Norms.

     (b)  The Financial Statements do not reflect any obsolete assets as the
          Companies' assets, in accordance with the Accounting Norms and the
          Practices in the Industry.

     (c)  The assets owned by the Companies and the assets that have been leased
          out or taken under lease by same encompass all of the assets necessary
          for the continuous conduct of their businesses in the form in which
          said businesses have been conducted until the Closing Date, and are in
          good condition of conservation and operation, save for the
          deterioration and wearing out caused by the ordinary use of same.

          There are no assets that shall be transferred or excluded from the
          Companies on the Closing Date save for those to be transferred as a
          consequence of their ordinary course of business. Likewise, there are
          no assets or property whose use does not continue to be exercised by
          the Companies under the respective lease contracts, licenses or others
          on the Closing Date.

7.18. Real Estates and Goods and Chattels.

      (a)  ELSA has a valid, full and perfect and firm ownership title over the
           real estates reflected in the Financial Statements, in the inventory
           as of December 31, 2003, and those which have been acquired after
           the closing of same; said real estates are free from any charges and
           encumbrances, and are duly registered with the Public Registers to
           the name of ELSA, save for what is stated in Appendix 7.18.(a).

           There are no notified expropriation processes, or claims or trials
           against ELSA where the right of ownership or the possession of its
           real estates is questioned. Likewise, the Sellers and the Companies
           state that they are not aware of any situation or fact that may give
           rise to a claim, trial or legal action which could result in the
           existence of said expropriation processes, claims or trials, save
           for what is stated in Appendix 7.18(a).

      (b)  There are no real estates leased out or taken under lease by ELSA,
           which imply the payment of an annual rent exceeding US $ 50,000. All
           of the lease contracts entered into by ELSA are legitimate, valid
           and enforceable as per their respective terms. Likewise, ELSA is not
           in default of any of the terms agreed in said lease contracts.
           Furthermore, neither the Sellers nor the Companies are aware of the
           existence of any situation or fact that could give rise to a claim,
           trial or legal action that could result in situations that could be
           rendered as a default imputable to the counterparts.


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


           The Companies have not received any notice stating the existence of
           expropriation proceedings, claims or trials against the owners of
           the real estates leased out to ELSA. Furthermore, neither the
           Sellers nor the Companies are aware of the existence of any
           situation or fact that could give rise to a claim, trial or legal
           action whereby the right of ownership or the possession of said real
           estates could be questioned.

      (c)  All of the real estates owned by or used by ELSA comply with all of
           the zoning, purpose compatibility, architectural requirements and
           construction provisions and with the other applicable laws and
           regulations, having the respective administrative habilitations and
           authorizations for the performance of the activities conducted in
           same, the absence of which could result into a materially adverse
           effect.

           Likewise, there are no pending complaints, claims, administrative
           proceedings or trials, or any penalties imposed by the competent
           authorities regarding the default of the obligations and
           requirements described in this Number.

      (d)  ELSA holds a valid, full and perfect ownership title over each and
           every one of its goods and chattels whether or not they are
           reflected in the Financial Statements as of December 31, 2003
           including all the previous ones and the inventories, or whether they
           have been acquired subsequently to the closing of same, free from
           any charges and encumbrance, which are fit for purpose and in good
           condition of conservation save for the wearing out caused by the
           legitimate use.

7.19. Inventories.

      (a)  ELSA has a valid, full, perfect and negotiable ownership title over
           its inventories, which are free from any charges and encumbrances.
           ELSA does not have any obligation or responsibility whatsoever to
           accept the returning of any items of the inventory or goods held by
           its clients save for what has been agreed in the ordinary course of
           its businesses, consistently with past practices.

      (b)  The inventories are in satisfactory condition, being fit for
           purpose, being in such a condition that they may be used or disposed
           of for the purpose of ELSA's Bottling Activities, consistently with
           past practices.

      (c)  The inventories are sufficient and adequate to cover the needs and
           requirements of ELSA's operations within the normal course of
           business.

7.20. Material Contracts.

      (a)  Appendix 7.20.(a) individualizes all of the Companies' Material
           Contracts, which are important for their development, conduct of
           their activities and compliance with their purpose, for instance:

           (i)   Franchise Contracts and licenses in force, entered into with
                 The Coca-Cola Company or any of its subsidiaries.


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                                                                   Final Version
                                                        (Unofficial translation)


           (ii)  Contracts and agreements entered into between any director or
                 manager of any of the Companies, Embonor or any of Embonor's
                 related companies with the Companies; and

           (iii) The contracts and agreements which, in the Sellers' opinion,
                 are material to the Companies or for the conduct of their
                 businesses or the inexistence of which could give rise to an
                 adverse effect for the Companies; and

           (iv)  Contracts entered into outside the regular line of business,
                 the purpose of which involves the compliance of services in an
                 amount exceeding US $ 10,000 per annum.

           (v)   Contracts entered into within the regular line of business the
                 purpose of which involves the compliance of services in an
                 amount exceeding US $ 100,000 per annum.

      (b)  Appendix 7.20.(a) lists in detail, in addition to what is stated in
           the preceding number, the Material Contracts that may not be
           unilaterally terminated without having to pay a penalty or another
           payment or with a prior notice greater than thirty (30) days.

      (c)  The Material Contracts are valid and binding for the respective
           Parties; they are in full force and effect and, upon the execution of
           the operations contemplated in the Contract, their force shall remain
           unaltered, and the franchise contracts stated in Appendix 7.20.(a)
           respect of which the Buyer is required to have an express
           authorization from The Coca Cola Company, the obtaining of which is
           its sole responsibility.

      (d)  The Companies have not infringed nor they currently violate or breach
           any Material Contract and, the Sellers and the Companies are not
           aware that any counterpart to the Companies in a Material Contract
           has infringed or is in a situation of contractual infringement or
           default.

7.21. Powers of Attorney and Related Contracts.

      (a)  Appendix 7.21 (a) includes a list of all of the registered and
           non-registered powers of attorney, awarded by the Companies and
           currently in force as of the Closing Date jointly with a brief
           detail of the nature, extent and purpose of each one of them.

      (b)  Appendix 7.21(b) includes a list of all of the contracts entered
           into between the Companies and Embonor or the Sellers, currently in
           force as of the Closing Date and a brief detail of their nature,
           powers and purpose of each one of them.

      (c)  Except for what is stated in numbers 2 and 3 if Appendix 7.21.b, all
           the contracts, whether written or oral, direct or indirect, entered
           into and executed by the Companies with or in favor of Embonor, the
           Sellers or their respective affiliates, shall become extinguished,
           terminated or revoked on the Closing Date or prior to same, and all
           those contracts that have not been terminated by the Closing Date,
           shall be rendered as terminated as at said date.


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


7.22. Banking Operations.

      Appendix 7.22 includes a complete and true list of all the banks and their
      respective domiciles, stating the respective branch office or agency where
      the Companies keep an account or perform other banking operations,
      including escrow accounts and safety deposit boxes, stating the nature and
      the number of the respective account or box and the names of each and
      every one of the individuals authorized to perform operations with said
      accounts or to access the aforementioned safety deposit boxes.

7.23. Accounts and Securities Titles Receivable by ELSA.

      (a)  ELSA:

           (i)   Is the owner and beneficiary of all of its accounts
                 receivable, whether or not they are represented by invoices or
                 securities titles, which are reflected in the Financial
                 Statements, and of those accounts receivable generated as of
                 the closing of same;

           (ii)  No accounts receivable debtor is late in the payment of same
                 by over one hundred and twenty (120) days, and no provision
                 pursuant to the Accounting Norms has been set in place, save
                 for those stated in Appendix 7.23(a)(ii); and

           (iii) To the Sellers' and the Companies' best knowledge, there are
                 no reasons causing any security title not to be collected by
                 ELSA under its terms.

      (b)  All the accounts and securities titles receivable appearing in the
           Financial Statements correspond to operations validly and legally
           conducted during the ordinary course of business and are or shall
           become on demand from the debtors under the terms agreed with them.

7.24. Insurance.

      (a)  Appendix 7.24(a) contains a list of the insurance policies in force
           which have been taken by ELSA. The insurance policies in force which
           have been taken by ELSA and their respective endorsements, have a
           coverage which, reasonably and under its terms, reasonably and
           sufficiently cover the risks to which ELSA is exposed in connection
           to its businesses.

           As of the Closing Date, all the policies taken by ELSA and stated in
           Appendix 7.24(a) are currently in force and their premiums are
           up-to-date as per what has been stipulated in each case. To the best
           knowledge of the Sellers and the Companies, no insurance company has
           refused to provide ELSA with any insurance for having considered the
           preexistence of a risk to be insured or the reasonable probability
           of occurrence, and the respective insurance company has not
           cancelled or terminated any insurance policy during the last five
           (5) years due to malpractice, infringements and/or defaults by ELSA.


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


           As of the Closing Date, the coverage of the aforementioned policies
           shall remain in force until the dates that are respectively stated
           in the policies taken by ELSA.

      (b)  There is no rejected coverage affecting the insurance policies taken
           by ELSA nor has any notice been received in connection to the
           cancellation or termination of the insurance policies, or a notice
           to the effect that they may not be made effective under their terms,
           or any notices of claims affecting the contracted coverage and/or
           which should be reported to the insurers and/or with a pending
           resolution and/or payment by the insurers.

7.25. Information Systems of ELSA.

      Appendix 7.25 contains a list of the important information systems,
      legitimately used and operated by ELSA or leased and operated by third
      parties. Said information systems used by ELSA are adequate and suffice to
      support the operation of the businesses of ELSA in the form in which they
      are currently conducted, and are in good operating condition. As of the
      Closing Date, ELSA holds a number of software licenses equivalent to the
      number installations of said software. Appendix 7.25 contains the terms
      and conditions for the utilization of the "SOIN" system by ELSA until July
      31, 2004.

7.26. Tax Obligations.

      (a)  The Companies have submitted within the legal periods of time and in
           the required form, all the affidavits and the other forms which they
           have the obligation to submit regarding any taxes, imposts, duties
           and contributions applicable to same and/or which assess their
           operations without any limitation whatsoever. The Companies have
           filed reported their income, sales and services and made all
           payments on account of, advancers and withholdings which they have
           the obligation to make under the law, and have timely paid and in
           due form all taxes, interest and fines as they have the obligation
           to do so, as a consequence of fact originating prior to the Closing
           Date. For the cases where the Companies have adhered to the benefits
           of fractioning, tax amnesties or payment plans, they have timely
           complied with the payment of their obligations and are compliant, as
           of the Closing Date, with all of their obligations under same.

      (b)  The provisions made and the amounts contemplated to cover the tax
           obligations in the Financial Statements, match those required in the
           Accounting Norms as of the respective dates consistently applied by
           the Companies.

      (c)  There are no current agreements or consents or applications
           whatsoever in place for an extension or release of the term to (A)
           file any tax report in connection with the Companies; or, (B) for
           the determination or collection of any taxes related with the
           Companies.

      (d)  (i)   There are currently no pending requirements, inspections or
                 administrative procedure or judicial proceedings of a tax or
                 tax-penal nature, whether or not contentious, which the
                 Companies and/or their managers and/or representatives have
                 been notified about, and the


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


                 Companies and the Sellers are not aware of any situation or
                 fact that could give rise to the commencement of any such
                 proceedings, save for what is stated in Appendix 7.10(n),
                 7.13(a), 7.14(d) and 7.26(d)(iv);

           (ii)  There are no tax benefits (exonerations, acquittals, etc.)
                 related to the taxes assessing the Companies' assets;

           (iii) There are no agreements whereby the Companies and the Sellers
                 have assumed taxes assessing third parties other than those
                 stated in Appendix 7.14 (d); and

           (iv)  During the 5 years immediately before the Closing Date, the
                 Companies have not been subject to any requirements,
                 inspections or impositions (orders of payment, fine or
                 determination resolutions or liquidations from collection or
                 other similar securities) by the tax authorities, resulting in
                 a higher payment of taxes by the Companies or in a lower
                 balance in favor of or state credit to same, other than those
                 stated in Appendix 7.26.(d)(iv).

7.27. Indirect Shares as the Sole Assets Of SOCAP.

      The Sellers declare and guarantee the correctness, accuracy, truthfulness
      and force (prior to, during and after the Closing Date, as appropriate) of
      the following in connection with SOCAP:

      (a)  The Indirect Shares are the only assets of SOCAP and the only
           property or right owned by SOCAP or in respect of which SOCAP
           exercises any rights.

      (b)  SOCAP does not keep any debts, liabilities, contingencies, charges,
           encumbrances, or obligations, duties or civil, labor, tax
           contingencies or contingencies of any other nature, save for:

           (i)  the account payable to ELSA in the amount of US$ 63,000, and

           (ii) the rights which correspond to the partners of SOCAP for the
                participations representing the corporate capital of SOCAP.

      (c)  SOCAP has not entered into any contracts, agreements or commitments
           of any kind, nor has it hired any workers or employees, nor does it
           maintain any labor, services or similar relationships.

      (d)  There are no claims, complaints, demands, litigations,
           controversies, conflicts, judicial administrative proceedings,
           judicial, arbitral or of any other nature, currently in force or
           known by the imminent the Sellers in respect of SOCAP or its
           participations, save for those stated in Appendix 7.27.(d).

7.28. Competition between the Companies

      The Companies have not entered into any commitments or agreements with
      competitors in the industry which, directly or indirectly may restrain or
      limit the competitiveness, having to perform its Bottling Activities under
      the respective franchise contracts and the modifications of their
      commercial terms and conditions determined with The Coca-Cola Company.


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


7.29  Due Diligence

      The Sellers have granted JRL, its lawyers, advisors, accountants and any
      authorized representative, free access to all the tax, accounting,
      financial, operating and legal respects of the Companies as available at
      the habilitated offices of ELSA.

7.30  Compliance with the Business Agreement.

      The Sellers, in representation of Embonor, have been strictly compliant in
      time and forma with the obligations derived for Embonor from the Business
      Agreement.

7.31  Other Contracts

      (a)  The Companies have not entered into any verbal and informal
           agreements whose consequences may give rise to materially adverse
           effects to the Companies.

      (b)  There is no contract, agreement or another understanding granting
           any person a preemptive right to acquire on a free or paid basis any
           of the property or assets of the Companies, salvo for the case of
           operations materialized as part of the regular business activity of
           the Companies and provided that same is consistent with the past
           practices, save for what is stated in Appendix 7.11.(e).

7.32  Ownership, inoperativeness of CINORSA and irrelevance over the equity of
      ELSA.

      The Sellers declare and guarantee the correctness, accuracy, truthfulness
      and force as of the Closing Date, as appropriate, of the following in
      connection with CINORSA:

      (a)  That they own 100% of the shares in CINORSA, which are free from
           charges and encumbrances, and the ownership of which is not a matter
           of any trial or controversy. Likewise, the Sellers are not aware of
           any situation or fact that may give rise to a claim, trial or legal
           action that could affect said situation.

      (b)  That CINORSA is a company that is not operating and, therefore, it
           does not perform any business or any other kind of activities.

      (c)  That ELSA has no liabilities in favor of CINORSA, and that it has
           not undertaken any debts, liabilities or contingencies in the name
           of said company, nor has it lodged any guarantees or collateral or
           support guaranteeing any obligation of the aforementioned company.

7.33  Nature of the Declarations.

      (a)  Any declaration or guaranty of the Sellers in the Contract or in any
           certificate or another writ delivered by or in representation of
           Embonor or of the Companies, under the provisions of the Contract,
           have been executed bona fide and no false declaration has been made
           nor have any omissions been made about facts which, in the light of
           the circumstances in which they were made, turn out to be deceiving
           to the Buyer, or leading same to errors. Consequently, the
           declarations and guarantees in this Clause Seventh must


<PAGE>

                                                                   Final Version
                                                        (Unofficial translation)


           contain the exact, complete, correct and true information required or
           intended to be set forth in the Contract. The declarations or
           guarantees contained in the Contract, certificates or other writs,
           shall not be affected nor shall be construed as waived for the mere
           fact that any member of the Buyer, its employees or representatives
           may have Known or should have known that any of said declarations,
           guarantees, certified documents or other writs is or could be
           inaccurate, incomplete or incorrect.

      (b)  The declarations and guarantees made by the Sellers to the Buyer in
           this clause Seventh are the only statements in connection with the
           matters referred to in same and in respect of any other matter,
           business or issue related with the Companies, their businesses,
           and/or financial or equity position. Consequently, the Sellers shall
           not be responsible in any case whatsoever for the incorrectness,
           inaccuracy, falsehood or lack of force of any background information
           or document held by the Buyer and that is not contained in the
           declarations and warranties of this clause Seventh.


CLAUSE EIGHTH:  DECLARATIONS and GUARANTEES of the BUYER

The Buyer declares and guarantees the correctness, truthfulness and force (prior
to, during and after the Closing Date, as appropriate) of the following:

8.1  Existence and Situation of the Buyer.

     The Buyer is a company duly organized, validly existing under the laws of
     the jurisdiction of its incorporation and is duly qualified to operate in
     Peru.

8.2  Authority of the Buyer.

     The Buyer has the power and authority required to enter into the Contract
     and each one of the acts set forth in same, to comply with its obligations
     and execute the operations contemplated in same. Said execution and
     compliance have been duly authorized by the Buyer, by way of an agreement
     of the respective corporate body the minutes of which is attached herewith
     as Appendix 8.2(a), and the representatives of the Buyer hold sufficient
     powers to enter into the Contract and the acts and agreements contemplated
     in same, as appropriate. A copy of the powers of attorney of the
     representatives of the Buyer are attached herewith as Appendix 8.2.(b).

8.3  No Conflict

     Neither the execution of the contract, nor the execution of the obligations
     contained in the instruments executed in accordance with same, determine
     that the Buyer or its related entities incur into a default of any
     obligation rising from:

     (a)  Any agreement, contract, covenant or another instrument to which
          either of them is a party, or which determines the involvement of
          their assets;

     (b)  Any law, ordinance, norm or regulation applicable by any governmental
          authority;


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     (c)  Any applicable order, resolution, sentence or decree of any court,
          arbitrator or governmental authority, the default of which could have
          an adverse effect over:

          (i)  Its capacity to enter into, execute or issue or comply with its
               obligations pursuant to the terms of Contract or to the acts and
               agreements contemplated in same, or

          (ii) Its businesses, property, or financial position, in such terms
               that said default could have an adverse effect over the
               businesses, property or financial position of the Buyer,
               considered on an individual or joint basis.

8.4  Governmental Approval

     No declaration, registration or notification before any governmental
     authority is required to be made, nor to obtain the consent, approval,
     authorization or license, order or permit from any governmental authority
     whatsoever in connection with the execution and the compliance with the
     Contract, nor for the execution of the operations contemplated in same,
     except for the notification of same to SUNAT and CONASEV, when appropriate.

8.5  Due Diligence

     The Buyer and its related entities, their lawyers, advisors, accountants
     and any other authorized representative, have had free access to all the
     tax, accounting, financial, operating and legal respects of the Companies
     that were available at the habilitated offices of ELSA.

8.6  Compliance with the Business Agreement

     The Buyer, in representation of JRL, has given strict compliance in time
     and form to the obligations deriving for JRL from the Business Agreement.

8.7  Nature of the Declarations.

     (a)  Any declaration or guaranty of the Buyer in the Contract or in any
          certificate or another writ delivered by or in representation of the
          Buyer, under the provisions of the Contract, have been executed bona
          fide and no false declaration has been made nor have any omissions
          been made about facts which, in the light of the circumstances in
          which they were made, turn out to be deceiving to the Sellers, or
          leading same to errors. Consequently, the declarations and guarantees
          in this Clause Eighth must contain the exact, complete, correct and
          true information required or intended to be set forth in the Contract.
          The declarations or guarantees contained in the Contract, certificates
          or other writs, shall not be affected nor shall be construed as waived
          for the mere fact that any member of the Sellers, their employees or
          representatives may have Known or should have known that any of said
          declarations, guarantees, certified documents or other writs is or
          could be inaccurate, incomplete or incorrect.


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     (b)  The declarations and guarantees made by the Buyer to the Sellers in
          this clause Eighth are the only statements in connection with the
          matters referred to in same and in respect of any other matter,
          business or issue related with its powers, businesses and/or financial
          or equity position. Consequently, the Buyer shall not be responsible
          in any case whatsoever for the incorrectness, inaccuracy, falsehood or
          lack of force of any background information or document held by the
          Seller and that is not contained in the declarations and warranties of
          this clause Eighth.


CLAUSE NINTH:  INDEMNITIES

9.1. Indemnities.

     (a)  The Sellers shall indemnify the Buyer, under the terms contemplated in
          this Clause Ninth and in Clause Tenth, for the following:

          (i)  For any Damages rising as a consequence of a Recognized
               Infringement.

          (ii) For any Damages rising as consequence of a Contingency Recognized
               as of the Month of April.

     (b)  The Sellers shall indemnify the Buyer for any Damages deriving from
          any default of the following obligations undertaken by the Sellers by
          virtue of this Contract:

          (i)   The obligation to deliver the Securities.

          (ii)  The payment obligations deriving from the Adjustment of Net Cash
                and Working Capital, as per what is set forth in Clause 6.1.

          (iii) The obligation no to compete set forth in Clause Eleventh.

          (iv)  The obligation set forth in Clause Thirteenth.

          (v)   The obligation of confidentiality set forth in Clause
                Fourteenth.

          (vi)  Any other obligation stipulated in this Contract, expressly
                excluding those stated in Clause Seventh.

          In the assumption contemplated in this letter (b), the appropriateness
          of the indemnity and the amount of same, in the absence of an
          agreement between the Parties, shall be submitted to the Arbitrating
          Court, with what is provided in the remaining provisions of this
          clause Ninth and clause Tenth below, including the ELSA Pro rata, the
          SOCAP Pro rata, the Deductible or the Maximum Limit not being
          applicable.

          It is expressly left on record that in case of a default of the
          aforementioned obligations which, additionally is an Infringement or
          could be an Infringement, the remaining provisions of this clause
          Ninth and Clause Tenth below shall apply.


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     (c)  The Buyer shall indemnify the Sellers for any damages which the
          Sellers may be affected by as a consequence of a default of the
          obligations of the Buyer under this Contract. In the assumption
          contemplated in letter (c), the source of the indemnity and the amount
          of same, in the absence of an agreement between the Parties, shall be
          submitted to the Arbitrating Court.

9.2. Deductible. The Damages originated as a consequence of Recognized
     Infringements and/or Contingencies Recognized as of the Month of April in
     respect of ELSA shall give rise to Indemnities provided that they exceed
     the Deductible, which amounts to US$ 4 million.

     Once the amount of the Damages reaches or exceeds the above-stated amount,
     the Indemnities shall become effective only in excess of said Deductible.

     It is hereby and expressly left on record that the Indemnities
     corresponding to SOCAP shall not be subject to the Deductible and,
     therefore, they must be paid by the Sellers without any deduction or
     detraction whatsoever, notwithstanding the application of the SOCAP Pro
     rata and of the Maximum Limit contemplated in numbers 9.3 and 9.4. below.

9.3  Pro Rata.

     (a)  ELSA Pro rata. For the excess of the Deductible and subject to the
          Maximum Limit stated in number 9.4 below, the Sellers' obligation to
          indemnify shall be enforceable only in the proportion of 60.45% over
          the actual amount of the Damages from Recognized Infringements in
          connection with ELSA (hereinafter the "ELSA Pro rata").

     (b)  SOCAP Pro rata. Subject to the Maximum Limit stated in number 9.4
          below, but not applying the Deductible, the Sellers' obligation to
          indemnify shall be enforceable only in the proportion of 81.73% over
          the actual amount of the Damages from Recognized Infringements in
          connection with SOCAP (hereinafter the "SOCAP Pro rata").

9.4. Maximum Limit. The Damages susceptible of being indemnified by the Sellers
     become subject to a maximum limit between US$ 30 million and US$ 60 million
     (hereinafter the "Maximum Limit"), and which shall be determined on the
     basis of the Contingencies Recognized as of the Month of April, pursuant to
     the procedure se forth in number 10.2, just as it is stated below:

     (a)  If the Contingencies Recognized as of the Month of April amount to
          less than US$ 30 million, the Maximum Limit shall be US$ 30 million.

     (b)  If the Contingencies Recognized as of the Month of April are equal to
          or higher than US$ 30 million but less than US$ 60 million, the
          Maximum Limit shall be the amount of the Contingencies Recognized as
          of the Month of April.

     (c)  If the Contingencies Recognized as of the Month of April are equal to
          or higher than US$ 60 million, the Maximum Limit shall be US$ 60
          million.


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     For the determination of the Contingencies Recognized as of the Month of
     April, it shall not be necessary for the Damage to have occurred o to have
     been verified as of that date. In this sense, the Arbitrating Court, if
     appropriate, must restrict its efforts to verify the existence of the
     respective contingency, for the sole purpose of determining the Maximum
     Limit. The foregoing is notwithstanding the Buyer's right to file a new
     Claim demanding the payment of an Indemnity, in case that Damage has been
     verified or in the future.

9.5  Examples.

     The applicability of the foregoing is illustrated in the following
     examples:

     o    Case A: if the Contingencies Recognized as of the Month of April
          amount to US$ 15 million, the Maximum Limit shall be US$ 30 million.

     o    Case B: if the Contingencies Recognized as of the Month of April
          amount to US$ 45 million, the Maximum Limit shall be US$ 45 million.

     o    Case C: if the Contingencies Recognized as of the Month of April
          amount to US$ 70 million, the Maximum Limit shall be US$ 60 million.

     Likewise, only as an example, the applicability of the Deductible, of the
     ELSA Pro rata and of the Maximum Limit, determines, in connection with
     cases A, B and C above, the following maximum indemnity amounts to which
     the Sellers would be exposed:

     o    Case A: US$ 15,717,000.

     o    Case B: US$ 24,784,500.

     o    Case C: US$ 33,852,000.

9.6. Unlimited Indemnity. Notwithstanding what is set forth in numbers above,
     the Indemnities from Recognized Infringements are not subject to any type
     of Deductible or Maximum Limit and, therefore, shall amount to the total
     Damages, adjusted as per the ELSA Pro rata or the SOCAP Pro rata, as
     appropriate, in any of the following cases:

     (a)  If it is evidenced before the Arbitrating Court, that the Recognized
          Infringement or the Damage derive from dolus, fraud or inexcusable
          guilt of the Sellers or of Embonor (it being understood that the
          situation occurs whenever there has been dolus, fraud or inexcusable
          guilt on the part of the Directors and Managers of Embonor, Holdings
          and Overseas and/or on the part of the current Chief Executive Officer
          of ELSA, Mr. Eduardo Lira, or on the part of the Directors of ELSA
          appointed by the Sellers, that is, Messrs. Hernan Vicuna, Andres
          Vicuna, Javier Nunez, Alfonso Bustamante and Jose Grana).

     (b)  The Infringement or the Damage affect the ownership, possession or
          exercise of the rights entitled by the Securities (or those of the
          Indirect Shares), notwithstanding any other legal action that may be
          available. In this case neither the ELSA Pro rata nor the SOCAP Pro
          rata shall be applicable, save that the Infringement or Damage refers
          to the Indirect Shares, in which case the SOCAP Pro rata shall be
          applicable.


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          In no case shall the amount of the indemnities referred to in number
          9.1 exceed the Final Price of the Securities.

9.7. General Limitations to the Indemnities.

     (a)  The Sellers shall not be responsible for the incremented Damages
          occurring due to the enactment of any legal or regulatory norm, which
          is not in force as of the Closing Date.

     (b)  If the matter giving rise to a Claim is likewise a fact insured under
          an insurance policy in force with a third party, the affected Company
          must file the respective claim with the insured, and any indemnity
          obtained from said insurance company from that item shall reduce the
          Damage subject to indemnity, in an amount equal to the amount actually
          recovered by the respective Company.

     (c)  Whenever either the Buyer or the Companies are entitled to demand
          indemnity from a third party for Damages, the Buyer must choose
          between (i) assigning to the Sellers the right to demand such
          indemnity, or (ii) executing all the acts to demand the indemnity. Any
          amount actually recovered by the Buyer from the third party, after all
          the costs, charges and reasonable expenses evidenced and incurred into
          by the Buyer and/or the respective Company to obtain said recovery
          have been deducted, the amount of the Damages shall be deducted.

     (d)  Neither the Buyer nor the persons who derive their title from the
          Buyer may be indemnified, on a joint basis, more than once for the
          Damages caused by one same Recognized Infringement.

     (e)  In any case, the obligation of the Sellers to indemnify the Buyer,
          pursuant to what is provided in clauses Ninth and Tenth of this
          Contract, shall become extinguished upon the elapse of 6 years as of
          the Closing Date, save for the case of Infringements related to claims
          from third parties, the judicial, arbitral or administrative
          proceedings of which are still pending.

9.8  Payment of the Indemnity. The Indemnity must be paid to the Buyer whenever
     a Recognized Infringement or a Contingency Recognized as of the Month of
     April has caused a Damage, and once the Buyer has complied with the
     obligation and with the formalities set forth in Clause Tenth below.


CLAUSE TENTH:  PROCEDURE TO DETERMINE THE INDEMNITIES

10.1. General. In case any situation giving rise or which may give rise to
      Indemnities occurs, the Buyer shall have access to be indemnified by the
      Sellers, in observance of what is set forth in Clause Ninth and pursuant
      to the procedure set forth in this clause.

10.2. Claims related to Contingencies Recognized as of the Month of April. In
      the event that, during the period of time between the Closing Date and
      April 29, 2004,


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                                                                   Final Version
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      the Buyer has detected a possible Infringement or if a Declared
      Contingency has occurred, the Buyer must submit to the Sellers, no later
      than on April 30, 2004, the Notice Letter, separately identifying each
      possible Infringement or materialization of Declared Contingency, and
      their respective quantification. The respective Claim for the facts
      described in the Notice Letter must be formally submitted to the Sellers
      no later than on May 29, 2004, in compliance with the formalities
      contemplated in number 10.4.

10.3. Other Claims. The Claims other than those referred to in number 10.2
      above, must be filed within the periods of time contemplated in number
      10.4 below, and the formalities contemplated in number 10.5 below must be
      complied with.

10.4. Time for Claims. The Indemnities shall apply for the case of Damages
      caused by Recognized Infringements or Contingencies Recognized as of the
      Month of April provided that the respective Claim is filed with the
      Sellers within one year as of the execution of this Contract, that is, no
      later than on January 29, 2005, except for the case of Claims in
      connection with:

      (i)   Matters of a labor, tax or social security nature (pensions system
            and ESSALUD), including remuneration and social benefits,
            liquidations, penalties, fines, interest or surcharges regarding
            said matters, which may be filed within the legally applicable
            periods of time prior to prescription;

      (ii)  The ownership, possession or exercise of the rights awarded by the
            Securities, which may be filed within the appropriate period of time
            prior to prescription; and

      (iii) Infringements and/or Declared Contingencies related with the
            existence of dolus, fraud or inexcusable guilt, as per what is
            described in letter (a) of number 9.6., which may be filed within
            the appropriate period of time prior to prescription.

      (iv)  Infringements occurred as a consequence of environmental damages,
            which may be filed within two years' time as of the Closing Date,
            save that there is a legal norm extending the period of time prior
            to the prescription of the applicable extra-contractual
            responsibility.

10.5. Formalities Applicable to the Claims. For the purposes of filing a Claim
      before the Sellers, the Buyer, separately identifying each possible
      Infringement or materialization of a Declared Contingency and its
      respective quantification, must comply with the following requirements:

      (a)  Separately Identify (i) each possible Infringement or
           materialization of a Declared Contingency, specifying the number of
           the Contract that has been rendered as infringed, (ii) the facts
           comprising same and the reasons why they would be rendered as in
           Infringement or materialization of Declared Contingency, and (iii)
           the supported quantification of the Damage that the infringement or
           the materialization of the Declared Contingency would cause upon the
           Buyer, SOCAP or ELSA.

      (b)  Attach each and every one of the following documents:


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                                                                   Final Version
                                                        (Unofficial translation)


            (i)   A report of the Independent Auditor confirming the feasibility
                  of the Infringement or of the materialization of a Declared
                  Contingency. Said report may be based on the opinion of
                  experts. In case that the Independent Auditor is not, as of
                  the time the report is requested, the external auditor of
                  ELSA, or se if he withheld form issuing the respective report
                  due to a conflict of interests or another plausible reason,
                  the report must be issued by another firm if auditors
                  appointed by the Board of ELSA, the appointment of which must
                  be agreed with the assenting vote of at least one director
                  appointed by The Coca-Cola Company. Appendix 6.1.2. contains
                  the letter of the Independent Auditor stating his approval of
                  this agreement, as far as he is concerned.

            (ii)  A favorable legal opinion regarding the Claim, subscribed by a
                  partner of a firm of lawyers of renowned experience in Peru.

            (iii) A report subscribed by the Finance Managing Department of JRL
                  regarding of the feasibility of the Infringement and the
                  quantification of the Claim.

            (iv)  A copy of all the documentation held by the Buyer related with
                  the Claim. The foregoing does not include complementary
                  reports or reports other than those stated in clauses
                  10.5.(b).(i), 10.5.(b).(ii), 10.5.(b).(iii), or reports or
                  documents of evaluation or internal analysis made by the
                  Buyer.

            (v)   Additionally, and at the Buyer's discretion, the opinion of a
                  specialized third party of a renowned prestige in the matter
                  of the Claim, supporting the existence and amount of same, as
                  the case may be.

      (c)  Attach a copy of the pertinent portion of the minutes of the Board
           Meeting of JRL where the submittal of the Claim or Claims is
           approved, or a Notary's copy of the respective minutes. The
           respective agreement of the Board of JRL must have been adopted with
           the favorable vote of all of the Directors with a right to vote,
           with the sole exception of the Directors appointed by The Coca-Cola
           Company or its affiliates.

10.6. In order for a Claim to be filed, the Infringement or Declared Contingency
      need not have materialized or become enforceable. If the Claim is related
      to the claim of a third party or to a potential claim of a third party, as
      per what is contemplated in number 10.8 below, it is understood that the
      Damage has occurred once (i) the claim is declared founded by the
      respective judicial, arbitral or administrative body and said award (a)
      becomes enforceable, (b) is not susceptible of being impugned, (c) becomes
      consented to, or (d) is agreed, resolved or negotiated as per what is
      provided in number 10.8 below. In case that the Claim is not related to a
      third-party claim or potential claim of a third party, the Damage shall be
      understood as occurred whenever all the requirements contained in the
      definition of Damage occur.

10.7. Impugnation of Claims. In the event that a Claim is filed by the Buyer,
      the following rules shall be applied:


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      (a)  if within forty five (45) days after the receipt of the Claim, the
           Sellers have not impugned same, the Infringement on which it is
           based shall be rendered as a Recognized Infringement.

           For the purpose of the impugnation of Claims, the Sellers must
           enclose a copy of (i) the report or reports prepared by a third
           party not subordinate to the Sellers or Embonor, of renowned
           prestige, supporting the rejection of the Claim; and (ii) a notarial
           certification of the board minutes of Embonor whereby it is recorded
           that the Claim impugnation agreement was adopted by all of the
           Directors with a right to vote, with the sole exception of the
           Directors appointed by The Coca-Cola Company or its affiliates.

      (b)  In the event of any discrepancies between the Parties regarding the
           Claim and same has been communicated by the Sellers to the Buyer
           within the period of time stated in letter (a), the Parties shall
           have a period of twenty (20) days to resolve same directly between
           themselves.

      (c)  In the event that no agreement is reached within the period of time
           stated in letter (b), the discrepancy may be submitted by either of
           the Parties to the Arbitrating Court. In case that it is the Buyer
           who decides to submit the discrepancy to the arbitral instance, same
           must place as a requirement for admittance of the demand, in
           addition to the appropriate requirements, a new report prepared by
           an independent third party of renowned prestige, other than the
           Independent Auditor, who is a specialist in the matter of the Claim,
           appointed by the Buyer from among a list of three candidates
           proposed by The Coca-Cola Company or an affiliate appointed by same.

10.8. Third party Claims. In case that the circumstances that may give rise to
      Indemnity are related with the claim filed by third party, the following
      rules shall be applied:

      (a)  Immediately after the occurrence of a situation or threat of
           occurrence of a situation that gives rise or may give rise to an
           Indemnity, and as soon as possible, the Buyer shall file a Claim
           with the Sellers stating the situations, actions and other events
           that may give rise to an Indemnity.

      (b)  Regarding those facts or circumstances that are brought to the
           knowledge of a judicial, administrative or supervising authority,
           SOCAP, ELSA, the Buyer or the defendant related entity, as
           appropriate, shall be the sole responsible for its own defense.

      (c)  As soon as the Buyer becomes aware of the filing of a legal or
           administrative action in connection with an alleged Infringement,
           the Buyer must provide a prompt notice to the Sellers about the
           existence of the aforementioned action and deliver a copy of all the
           existing documentation in connection with said action, even though
           the filing of the respective Claim is still pending.

      (d)  If the facts or circumstances that are brought to the knowledge of a
           judicial, administrative or supervising authority are related with
           SOCAP, the Sellers may assume the defense of the legal action,
           either through the appointment of the professional or professionals
           in charge of the defense of the accused Company; assume as an
           assisting third party, or assuming another processal quality
           permitted by the applicable laws. To this effect, the Sellers


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           must inform the Buyer their intention to assume or participate in
           the defense, within 30 days as of receiving the notice from the
           Buyer, informing same about the legal action.

           In this case, the Buyer must conduct all the acts, deliver the
           information and grant the Sellers and their attorneys access to the
           personnel, facilities, assets, documents and records as appropriate
           and which the Sellers reasonably request in writing in order to
           avoid, dispute, resist, mitigate, negotiate, agree, defend or appeal
           to the legal action founded on an eventual Infringement.

           If the Sellers fail to exercise this right to assume the defense
           within the aforementioned period of time, the Buyer or the Company
           being subject to the claim or the aforementioned legal action may
           freely decide the form how to defend said legal action,
           notwithstanding what is set forth in letter (e) below.

      (e)  Notwithstanding the foregoing, The Party in charge of the defense,
           through those in charge of same, must:

           o  listen to the opinion about the defense strategy eventually
              stated by the other Party. In case of discrepancy, the Party in
              charge of the defense must fundament before the other Party the
              reasons why the proposed defense could be detrimental to same.

           o  notify the other Party, as soon as possible, about the course of
              the defense and the intended acts, as well as any relevant fact
              or circumstance occurring in the respective process.

           o  listen to the other Party's opinion about the defense and the
              intended actions and admit, to a reasonable extent, its
              recommendations to avoid, dispute, resist, defend or appeal the
              legal action filed.

      (f)  Prior to agreeing or negotiate any matter that could give rise to an
           Indemnity, the Buyer shall provide the Sellers with a notice of its
           intention to perform such action, and must abstain from doing so as
           long as the Sellers and not authorized same in writing. Said
           authorization may not be unreasonably be rejected by the Sellers. If
           Embonor has not objected to the Buyer's request to negotiate or
           agree the claim within ten (10) consecutive days as of being served
           with the notice, said requirement shall be rendered as approved.

10.9. Ongoing Processes. With regard to those judicial or administrative
      processes which as of the Closing Date are still pending, the Companies
      shall continue to be in charge of the defense of same under the terms as
      they have been doing so as at that date, having to keep the Sellers
      updated about any relevant fact or circumstance occurring in the
      respective processes.

10.10. Whenever the Indemnity is awarded to be paid in New Soles, the figure
       shall be translated into Dollars, at the Exchange Rate of the date of
       payment of the Indemnity, save that the Parties or the Arbitrating Court
       determine otherwise.


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CLAUSE ELEVENTH:  OBLIGATION NOT TO COMPETE

11.1. During a period of 4 years as of the Closing Date, the Sellers, Embonor
      and its affiliates shall abstain from:

      (a)  Being the owners or holders, manage, advise, direct, finance
           (excluding operations in the capital market), operate, associate,
           control, or participate in the ownership, administration,
           management, guidance, operation or control of any business conducted
           in Peru involving Bottling Activities; either directly or
           indirectly, individually or in association with third parties, by
           themselves or on behalf of third parties, either as the sole owners,
           partners, shareholders, members, advisors, or representatives of an
           association, corporation, trust or another organization or
           commercial entity;

      (b)  Causing, inducing or assisting any individual or legal entity to
           cause or induce in any way, any employee of the Companies to resign
           or be separated from his job or to breach an employment contract
           with the Companies.

11.2. The geographical reach of the obligations set forth in this clause
      encompasses the Republic of Peru.

11.3. The Parties expressly recognize and agree that:

      (a)  The restrictions placed by this Clause are reasonable as to time and
           geographical limitation; and,

      (b)  If during the period in force of the obligations contemplated in
           this Clause any governmental authority holds that the duration,
           extent or restrictions of what is stated in this Clause is not
           adequate, depending on the prevailing circumstances as of that date,
           the Parties agree that the duration, extent or restrictions shall be
           replaced by the duration, extent or restrictions as may be admitted
           as adequate at that time.

11.4. JRL recognizes that, regardless the fact that the Sellers, Embonor and its
      affiliates apply their best efforts seeking to comply with the
      stipulations in this clause, the areas of Tacna and Arica comprise venues
      within where, due to their special characteristics, certain situations of
      apparent default of this Clause (for instance, contraband) may be
      generated. In that sense, the marketing in Tacna and influence areas of
      products marketed and/or manufactured by Embonor and/or affiliates shall
      not themselves be a default of this Contract, with JRL having, in any
      case, to bear in mind the above-described situation prior to accuse the
      Sellers, Embonor and/or its affiliates of a default.


CLAUSE TWELFTH:  WAIVER OF RESOLUTORY ACTION

The Parties expressly waive the right to declare or request the resolution of
this Contract, notwithstanding the right they have to demand its compulsory
enforcement.


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                                                                   Final Version
                                                        (Unofficial translation)


CLAUSE THIRTEENTH:  OTHER OBLIGATIONS

12.1. Cooperation.

      Each of the Parties shall undertake to apply their best efforts to obtain
      all the authorizations, consents, orders and approvals as necessary to
      execute and comply with its obligations deriving from the Contract and to
      obtain all the authorizations, approvals, consents, exceptions or orders
      required from CONASEV or another competent authority for launching the OPA
      without the formality of prior appraisal contemplated in letter a) of
      article 31 of the OPA Regulations, and shall cooperate with the other
      Party in promptly obtaining said authorizations, consents, orders and
      approvals and in sending such notices and performing said submittals.
      Likewise, the Parties shall undertake not to take measures which delay,
      render difficult or prevent in an unreasonable fashion the obtaining of
      said authorizations, consents, orders or approvals.

12.2. Other Acts.

      Subject to the terms and conditions set forth in the Contract, each of the
      Parties shall undertake to apply its best efforts to cause all the
      additional actions as may be necessary, convenient, appropriate, or
      advisable to consummate and render the Contract effective to be carried
      out.

12.3. Joint and Several Liability.

      Embonor jointly and severally undertakes responsibility with the Sellers
      for the total, timely and entire compliance by the latter regarding all of
      the duties, obligations, services, stipulations and pacts pertaining to
      the Sellers, as agreed in the Contract. Consequently, Embonor assumes
      joint and several liability with the Sellers as a consequence of each and
      any default on their part of their aforementioned duties, obligations,
      services, stipulations and pacts, in identical terms and with the same
      extent as those contained in this Contract with regard to the Sellers.

      Specifically, Embonor assumes joint and several liability for the
      correctness, accuracy, truthfulness and force of the declarations and
      warranties set forth in Clause Seventh of Contract on the part of the
      Sellers, assuming the obligation to indemnify JRL under the terms
      contemplated in this Contract.


CLAUSE THIRTEENTH:  DISCREPANCIES AND ARBITRATION

13.1. Save where the Contract contemplates a different mechanism to settle
      differences, any dispute, controversy, difference or claim rising between
      the Parties in connection with the interpretation, execution, resolution,
      termination, efficacy, nullity, voidness or validity of the Contract, that
      may not be resolved by mutual agreement of the parties, same shall be
      submitted to arbitration under the law.

13.2. The arbitrators shall be three (3), with each of the Parties appointing
      one and the arbitrators appointed so shall appoint the third arbitrator,
      who shall preside the Arbitrating Court. If one of the Parties fails to
      appoint its arbitrator within fifteen (15)


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                                                        (Unofficial translation)


      consecutive as of receiving the request from the Party requesting the
      arbitration, or if within a similar period of fifteen (15) consecutive
      days as of the appointment of the last arbitrator, the two arbitrators
      fail to reach an agreement on the appointment of the third arbitrator, the
      designation shall be made, upon either Party's request, by the
      International Chamber of Commerce. None of the arbitrators may be related
      to the Parties.

13.3. In case that for any circumstance a substitute arbitrator should have to
      be appointed, same shall be appointed following the same procedure set
      forth in this clause for the designation of the arbitrator being replaced.

13.4. The arbitration shall be conducted in the city of Miami, United States of
      America, sponsored by the International Chamber of Commerce and the norms
      that said entity generally applies shall be used. It is expressly left on
      record that the Arbitrating Court established shall be authorized to set
      the penalties and indemnities contemplated in the Contract.

13.5. The Arbitrating Court must deliver its award within a maximum period of
      time of 8 months as of the designation of the last arbitrator.

13.6. The Parties shall waive the filing of recourses of appeal to or revision
      of the arbitral award delivered.

13.7. The expenses incurred into due to the arbitration shall be borne by the
      Parties in the proportions or form stated in the award, which may
      determine that the expenses shall be borne by only one of the Parties.

13.8. The final award of the Arbitrating Court may be enforced by any court
      having jurisdiction in the judicial venue where said enforcement is
      requested.


CLAUSE FOURTEENTH:  CONFIDENTIALITY

      Without the previous consent and in writing of the representatives of the
      other Party, neither of the Parties may disclose to any person the terms
      or conditions related with the Contract and which have not been made
      public as of the date this Contract is entered into, or which must be made
      public as per the regulation of the securities market on Communication
      regarding the Relevant facts in Peru, or as per the applicable norms in
      Chile. The obligation contemplated in this Clause shall have a duration of
      three (3) years as of the execution of the Contract.

      In case either of the Parties is legally or judicially required to
      disclose any portion of this operation and which should be kept
      Confidential, said Party must inform this circumstance to the other Party
      within 24 hours of receiving said legal or judicial requirement, in order
      for the other Party to be able to adopt the necessary measures to protect
      its right to privacy. If the filing of a defense measure does not succeed,
      and if the required Party is, in the opinion of its lawyers, compelled to
      disclose said information under threat of liability or penalty, it may
      disclose only that portion of the information that it is legally required
      to disclose without same being construed as a default of the Contract;
      provided that it applies its best efforts to ensure that the information
      shall be treated confidentially.


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                                                                   Final Version
                                                        (Unofficial translation)


CLAUSE FIFTEENTH: MISCELLANEOUS

15.1. Notices.

      All notices, requests, approvals, waivers or other communications
      delivered to the Parties in connection with the Contract, must be made in
      writing and shall be understood as having been received three (3) days
      after being sent via courier or facsimile, return receipt requested,
      addressed as follows:

      Sellers:     Embonor Holdings S.A.

                   Avenida Apoquindo N(degree) 3721, Piso 10,
                   Comuna de Las Condes, Santiago, Chile
                   562-2067722
                   Atencion:  Andres Vicuna Garcia-Huidobro


                   Embotelladora Arica Overseas
                   Avenida Apoquindo N(degree) 3721,
                   Piso 10, Comuna de Las Condes, Santiago, Chile
                   562-2067722
                   Atencion:  Andres Vicuna Garcia-Huidobro


         Buyer:    Corporacion Jose R. Lindley S.A.
                   Cajamarca 371, Rimac, Lima, Peru
                   482-3670.
                   Atencion:  Manuel Salazar Corvetto
                              Emilio Rodriguez-Larrain

Any variation in the aforementioned information must be communicated in writing
to the other Party at least ten (10) consecutive days in advance, without which
requirement the communications sent to the domiciles or facsimiles subject to a
modification shall be rendered as correctly made.

15.2. Interpretation of the Contract.

      (a)  The Parties recognize that the headers preceding the Clauses of the
           Contract son merely an aid for convenience of reference and shall
           not be borne in mind for the interpretation of their content.

      (b)  All the references in the Contract to a Clause or Number, shall
           refer to the respective Clause or Number in said Contract.


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                                                                   Final Version
                                                        (Unofficial translation)


      (c)  The references in the Contract to a Clause, shall include all the
           Numbers within said Clause, and the references to a Number, shall
           include all the paragraphs within same.

      (d)  Salvo that the context calls for an interpretation otherwise, the
           plural shall include the singular and vice versa; and the masculine
           shall include the feminine and vice versa.

      (e)  The word "Knowledge" includes both the fact, circumstance, event or
           situation that a Party (or the Companies, as appropriate) knows or
           should have known, as otherwise they would have acted in inexcusable
           guilt, either due to their position before the fact, circumstance,
           event or situation, of their proximity to same or of the
           circumstances relating that Party with said facts, circumstances,
           events or situations.

      (f)  The adjective "Significant" has been included in the Contract bona
           fide and by mutual agreement between them, therefore its invocation
           by the Buyer shall be accepted by the Sellers as legitimate and such
           invocation shall not be denied, ignored, questioned, observed or
           rejected by the Sellers except if same in the event of a reasonable
           objection due to the slight relevance of the fact claimed by the
           Buyer.

15.3. No Waiver of Rights.

      The mere fact that either of the Parties fails to exercise some of the
      rights conferred to same by the Contract, in no case may be construed as a
      waiver of such right, which shall remain in force as long as fact giving
      rise to same survives. Any waiver of rights conferred by the Contract must
      be expressly stated in writing.

15.4. Days.

      (a)  Save that it is stated that it refers to business days, the periods
           of time stated in days are understood as referring to consecutive
           days.

      (b)  For the purposes of the Contract, business days shall be all those
           consecutive days that are not a Saturday, Sunday or non-business day
           for the private sector in the city of Lima, Peru or in the city of
           Santiago, Chile.

15.5. Entire Agreement.

      The Contract shall encompass the entire agreement of the Parties regarding
      the purpose of same, and it supersedes all previous agreements, either
      written or oral, between Embonor and JRL in connection with said purpose,
      including the Business Agreements, save that in connection with what is
      provided in number 2 of the Clause Fifth of the Business Agreement, which
      shall remain in force, and in those other cases expressly contemplated in
      this Contract.

15.6. Exchange Rate

      For the conversion of Dollars into New Soles and for the conversion of New
      Soles into Dollars, the last average Exchange Rate between the purchase
      and sale prices published by the Superintendency of Banks and Insurance in
      the El Peruano Newspaper on the respective day (the "Exchange Rate") shall
      be used.


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15.7. Appendixes.

      The Appendixes to the Contract shall form an integral part of same,
      therefore the reference to said Contract shall include the reference to
      said Appendixes.

15.8. Applicable Law.

      The Contract shall be subject to the laws of the Republic of Peru.

IN WITNESS WHEREOF, the parties sign in Lima, this 29th day of January of year
2004.



CORPORATION JOSE R. LINDLEY S.A.
Name: Johnny Lindley T.             Manuel Salazar C.        Emilio Rodriguez L.
Position: President              Chief Executive Officer           Director







EMBONOR HOLDINGS S.A.
Name: Andres Vicuna               Cristian Hohlberg R.       Emilio Rodriguez L.
Garcia-Huidobro                        Attorney                    Director
Position: Manager







EMBOTELLADORA ARICA OVERSEAS
Name: Andres Vicuna             Jose Tomas Errazuriz Grez
 Garcia-Huidobro                        Attorney
Position: Manager







COCA-COLA EMBONOR S.A.
Name: Andres Vicuna               Cristian Hohlberg R.
Garcia-Huidobro                     Business Manager
Position: Manager


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SOCIEDAD DE CARTERA DEL
PACIFICO S.R.L.
Name: Ximena Benavides
Reverditto
Position: Manager