Exhibit 4.34












	Exhibit 4.34




	BOTTLER’S AGREEMENT





	THIS BOTTLER’S AGREEMENT (the “Agreement”)
entered into with effect from _______ by and between THE COCA-COLA COMPANY, a
corporation organized and existing under the laws of the State of Delaware, United
States of America, with principal offices at One Coca-Cola Plaza, N.W., in the
City of Atlanta, State of Georgia, U.S.A. (hereinafter referred to as the
“Company”), and _________________________, a corporation organized and
existing under the laws of _____________ with principal offices at
________________, ______________ (hereinafter referred to as the “_____________”).




	WITNESSETH:




	WHEREAS,





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





	 B. 	 The Company is the owner of the trade
      marks set forth in Appendix II that distinguish the said Beverage Bases,
      Syrups and Beverages and is also the owner of various trade marks consisting
      of Distinctive Containers in various sizes in which the Beverages have been
      marketed for many years and of the trade marks consisting of Dynamic Ribbon
      devices which are used in the advertising and marketing of certain of the
      Beverages (all of the said trade marks being collectively or severally referred
      to hereinafter as the “Trade Marks”).





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





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






 
	 	
	 


 

 









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





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






	NOW, THEREFORE, the parties hereto agree as
follows:





	I. 	AUTHORIZATION




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






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







	 	(b) 	 Subject to the provisions of subclause
      (c) of this Clause 2, the Company under this Clause 2 reserves the right
      to cancel its authorization of each of the Authorized Containers for any
      of the Beverages upon six (6) months written notice to the Bottler. It is
      recognized between the parties hereto that the Company will exercise its
      right to cancel its authorization in such a way as to enable the Bottler
      to prepare, package, distribute and sell the Beverages pursuant to this
      Agreement in at least one Authorized Container. In the event of such cancellation
      the provisions of Clause 30(c) shall apply to containers in respect of which
      authorization has been cancelled. Subject to the provisions of subclause
      (c) of this Clause 2, the Company shall not withdraw an Authorized Container
      for the sole purpose of granting a third party rights to manufacture, package,
      distribute and sell Beverages in that Authorized Container in the Territory.







	 	(c)	 It is recognized between the parties
      hereto that the system for the preparation, packaging, distribution and
      sales of the Beverages in Cans has unique 







 
	 	
	 


 

 













	 	characteristics when compared with the system for
      the preparation, packaging, distribution and sales of the Beverages in other
      containers. It is further recognized and acknowledged between the parties
      hereto that the Company has a vested and legitimate interest in maintaining
      and promoting the economic and commercial viability of the system for the
      preparation, packaging, distribution and sales of the Beverages in Cans,
      on a worldwide basis. It is, therefore, agreed between the parties hereto
      that where the Bottler is authorized to prepare, package, distribute and
      sell the Beverages in Cans the Company may, in its absolute discretion,
      and at any time during the term of this Agreement, cancel its authorization
      in respect of Cans as an Authorized Container by notice in writing to the
      Bottler. The Company may determine that the Bottler has a continuing role
      with respect to preparation, and/or packaging, and/or distribution and sales
      of the Beverages in Cans in which event the Company may enter into future
      arrangements with the Bottler in relation to the toll manufacturing or contract
      packing by the Bottler of the Beverages in Cans including possible distribution
      and sales rights with respect to the Beverages in Cans. It is acknowledged
      and agreed by the Bottler that any continuing authorizations to, or arrangements
      with, the Bottler in connection with the preparation, packaging, distribution
      and/or sales of the Beverages in Cans shall be at the sole discretion of
      the Company.





	 	(d) 	 For the purposes of this Agreement,
      the term “Cans” shall mean and include:







	 	(1)	 any beverage container which is made
      wholly or partially of metal; or







	 	(2) 	 any beverage container which is sealed
      after filling by the application of a non-removable lid; or







	 	 (3) 	 any beverage container which is generally
      known and referred to as a can by the soft drink industry, the wholesale
      trade, the retail trade or by consumers.






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







	II. 	OBLIGATIONS OF THE COMPANY




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






 
	 	
	 


 

 













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







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






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




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







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




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






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







	 	(b) 	 to make every effort and to employ
      all proven, practical and approved means to develop and exploit fully the
      potential of the business of preparing, packaging, marketing and distributing
      each of the Beverages throughout the Territory by creating, stimulating
      and expanding continuously the future demand for each of the Beverages and
      by satisfying fully and in all respects the existing demand therefor;







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







 
	 	
	 


 

 














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







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






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





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





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





	 10. 	 The Bottler covenants and agrees:






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








 
	 	
	 


 

 















	 	at such other intervals as the Company may request
      in connection with the implementation of the Annual Program; and






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






	 11. 	 The Bottler recognizes that the Company
      has entered into or may enter into agreements similar to this Agreement
      with other parties outside of the Territory and accepts the limitations
      such agreements may reasonably impose on the Bottler in the conduct of its
      business under this Agreement. The Bottler further agrees to conduct its
      business in such a manner so as to avoid conflicts with such other parties
      and, in the event of disputes nevertheless arising with such other parties,
      to make every reasonable effort to settle them amicably.





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





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







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







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







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








 
	 	
	 


 

 













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







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







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







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







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








	IV. 	OBLIGATIONS OF THE BOTTLER RELATIVE TO THE
      TRADE MARKS




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





	 15. 	 Nothing herein shall give the Bottler
      any interest in the Trade Marks or the goodwill attaching thereto or in
      any label, design, container or other visual representations thereof or
      used in connection therewith, and the Bottler acknowledges and agrees that
      all rights and interest created through such usage of the Trade Marks, labels,
      designs, containers or other visual representations shall inure to the benefit
      and be the property of the Company. It is agreed and understood by the parties
      that there is extended to the Bottler under this Agreement a mere temporary
      permission, uncoupled with any right or interest, and without payment of
      any fee or royalty charge, to use said Trade Marks, labels, designs, containers
      or other visual representations thereof, only in connection with the 






 
	 	
	 


 

 















	 	preparation, packaging, distribution and sale of
      the Beverages in Authorized Containers; said use to be in such manner and
      with the result that all goodwill relating to the same shall accrue to the
      Company as the source and origin of such Beverages, and the Company shall
      be absolutely entitled to determine in every instance the manner of presentation
      and such other steps necessary or desirable to secure compliance with this
      Clause 15.




	 16. 	 The Bottler shall not adopt or use
      any name, corporate name, trading name, title of establishment or other
      commercial designation which includes the words “Coca-Cola”, “Coca”,
      “Cola”, “Coke”, or any of them, or any name that is
      confusingly similar to any of them or any graphic or visual representation
      of the Trade Marks or any other trade mark or industrial property owned
      by the Company, without the prior written consent of the Company.





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






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







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







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







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







	 	(e) 	 during the term of this Agreement and
      for a period of two (2) years thereafter, and in recognition of the valuable
      rights granted by the Company to the Bottler pursuant to this Agreement,
      not to manufacture, prepare, package, distribute, sell, deal in or otherwise
      be concerned with any beverage put out under the name 







 
	 	
	 


 

 
















	 	“Cola” (whether alone or in conjunction
      with any other word or words) or any phonetic rendering of such word.





	 	The covenants herein contained apply not only to
      the operations with which the Bottler may be directly concerned, but also
      to activities with which the Bottler may be indirectly concerned through
      ownership, control, management, partnership, contract, agreement or otherwise,
      and whether located within or outside of the Territory. The Bottler covenants
      not to acquire or hold, directly or indirectly, any ownership interest in,
      or enter into any contract or arrangement with respect to the management
      or control of any person or legal entity, within or outside of the Territory,
      that engages in any of the activities prohibited under this Clause 17.




	 	Further, with respect to alcoholic beverages with
      which the Bottler may be concerned during the term of this Agreement, the
      Bottler agrees to undertake said business or any portion thereof, which
      may include manufacture, preparation, packaging, distributing, selling or
      otherwise dealing in alcoholic beverages, through a company distinct from
      and held out to the public as distinct from the Bottler’s Beverage
      business as authorized herein. Accordingly, the Bottler agrees to undertake
      any alcoholic beverage business through a separate and distinct business
      operation including: (i) legal entity, (ii) physical plant or other structure,
      (iii) sales force, (iv) equipment and vehicles, and (v) all other business
      indicia, unless otherwise consented to by Company in writing.




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






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







	 	(b)	 any real or legal person having majority
      ownership or direct or indirect control of the Bottler or who is directly
      or indirectly controlled either by the Bottler or by any third party which
      has control or any direct or indirect influence, in the opinion of the Company,
      on the management of the Bottler, shall engage in the preparation, packaging,
      distribution or sale of any products specified in Clause 17 hereof;






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






 
	 	
	 


 

 













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







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








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





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







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








 
	 	
	 


 

 













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







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






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






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







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








 
	 	
	 


 

 













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






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






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







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






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







	VI. 	CONDITIONS OF PURCHASE AND SALE




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






	 26. 	(a)	 The Company reserves the right by giving
      notice to the Bottler to establish in its sole discretion the prices of
      the Beverage Bases, including the conditions of shipment and payment and
      the currency or currencies acceptable to the Company 







 
	 	
	 


 

 














	 	and its Authorized Suppliers in payment and to
      designate one or more Authorized Suppliers, the supply point and/or alternate
      supply points for each of the Beverage Bases.






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







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







	 	(d) 	 If the Bottler is unwilling to pay
      the revised price in respect of the Beverage Base for the Beverage “Coca-Cola”,
      then the Bottler shall so notify the Company in writing within thirty (30)
      days from receipt of the written notice from the Company revising the aforesaid
      price. In this event, this Agreement shall terminate automatically three
      (3) calendar months after receipt of the Bottler’s notification.







	 	(e) 	 Except as provided in subclause (d)
      hereof in respect of the Beverage Base for the Beverage “Coca-Cola,”
      if the Bottler is unwilling to pay the revised price in respect of the Beverage
      Base(s) for any one or more of the other Beverages, then the Bottler shall
      so notify the Company in writing within thirty (30) days from receipt of
      the written notice from the Company revising the aforesaid price or prices.
      In this event, the Company, in its discretion and having regard to the present
      and prospective circumstances in the market, shall either (i) notify the
      Bottler in writing that the Agreement shall terminate, in which event this
      Agreement shall terminate three (3) calendar months after the date of the
      Company’s notice of termination to the Bottler, or (ii) notify the
      Bottler in writing that the Bottler’s authorization in respect of that
      Beverage or those Beverages for which the Bottler is unwilling to pay the
      revised price is cancelled, such cancellation to be effective three (3)
      calendar months after the date of the Company’s notice of such cancellation
      of authorization(s) to the Bottler. In the 








 
	 	
	 


 

 
















	 	event of the cancellation of an authorization of
      a Beverage or Beverages pursuant to this subclause, the provisions of Clause
      30 shall apply in respect of that Beverage or those Beverages, and, notwithstanding
      any other provision of this Agreement, the Company shall have no further
      obligation to the Bottler in respect of that Beverage or those Beverages
      for which authorizations have been cancelled, and the Company shall be entitled
      to prepare, package, distribute or sell, or to grant authorizations to a
      third party to prepare, package, distribute or sell that Beverage or those
      Beverages in the Territory.






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







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








	VII. 	DURATION AND TERMINATION OF AGREEMENT





	 27. 	(a) 	 This Agreement shall be effective from
      ___________ and shall expire, without notice, on _____________ unless it
      has been earlier terminated as provided herein. It is recognized and agreed
      between the parties hereto that the Bottler shall have no right to claim
      a tacit renewal of this Agreement.







	 	(b) 	 If the Bottler has fully complied with
      all the terms, covenants, conditions and stipulations of this Agreement
      throughout its term and the Bottler is capable of the continued promotion,
      development and exploitation of the full potential of the business in the
      preparation, packaging, distribution and sale of each of the Beverages,
      the Bottler may request an extension of this Agreement for an additional
      term of FIVE (5) years. The Bottler may request such extension by giving
      written notice to the Company at least six (6) months but not more than
      twelve (12) months prior to the expiration date of this Agreement. The request
      by the Bottler for such extension shall be supported by such documentation
      as the Company may request including documentation relating to the Bottler’s
      compliance with the performance obligations under this Agreement and including
      documentation supporting the continued capability of the Bottler to develop,
      stimulate and satisfy fully the demand for each of the Beverages within
      the Territory. If the Bottler has, in the sole discretion of the Company,
      satisfied the 







 
	 	
	 


 

 














	 	conditions for the extension of this Agreement,
      then the Company may, by written notice, agree to extend this Agreement
      for such additional term.






	 	(c) 	 At the expiration of any such additional
      term, this Agreement shall expire finally without further notice, and the
      Bottler shall have no right to claim a tacit renewal of this Agreement.







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







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







	 	 	(2) 	 if any part of this Agreement ceases
      to be in conformity with the laws or regulations applicable in the country
      in which the Territory is located and, as a result thereof, or as a result
      of any other laws affecting this Agreement, any one of the material stipulations
      herein cannot be legally performed or the Syrups cannot be prepared, or
      the Beverages cannot be prepared or sold in accordance with the instructions
      issued by the Company pursuant to Clause 20 above, or if any of the Beverage
      Bases cannot be manufactured or sold in accordance with the Company’s
      formulae or with the standards prescribed by it.







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







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







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







	 29. 	(a) 	 This Agreement may also be terminated
      by the Company or the Bottler if the other party fails to observe any one
      or more of the terms, covenants or conditions of this 







 
	 	
	 


 

 


















	 	Agreement, and fails to remedy such default(s)
      within sixty (60) days after such party has been given written notice of
      such default(s).






	 	(b) 	 In addition to all other remedies to
      which the Company may be entitled hereunder, if at any time the Bottler
      fails to follow the instructions or to maintain the standards prescribed
      by the Company or required by applicable laws in the Territory for the preparation
      of the Syrups or the Beverages, the Company shall have the right to prohibit
      the production of the Syrups or the Beverages until the default has been
      corrected to the Company’s satisfaction, and the Company may demand
      the withdrawal from the trade, at the Bottler’s expense, of any Beverages
      not in conformity with or not manufactured in conformity with such instructions,
      standards or requirements, and the Bottler shall promptly comply with such
      prohibition or demand. During the period of such prohibition of production,
      the Company shall be entitled to suspend deliveries of the Beverage Bases
      to the Bottler and shall also be entitled to supply, or to cause or permit
      others to supply, the Beverages in Authorized Containers in the Territory.
      No prohibition or demand shall be deemed a waiver of the rights of the Company
      to terminate this Agreement pursuant to this clause 29.






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






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







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







	 	(c) 	 the Bottler shall forthwith deliver
      to the Company or a third party in accordance with such instructions as
      the Company shall give, all of the Beverage Bases, Beverages in Authorized
      Containers, usable Authorized Containers bearing the Trade Marks or any
      of them, cases, closures, labels, packaging materials and advertising material
      for the Beverages still in the Bottler’s possession or under its control,
      and the Company shall, upon delivery thereof pursuant to such instructions,
      pay to the Bottler a sum equal to the reasonable market value of such 







 
	 	
	 


 

 


















	 	supplies or materials, provided that the Company
      will accept and pay for only such supplies or materials as are in first-class
      and usable condition; and provided further that all Authorized Containers,
      closures, labels, packaging materials and advertising materials bearing
      the name of the Bottler and any such supplies and materials which are unfit
      for use according to the Company’s standards shall be destroyed by
      the Bottler without cost to the Company; and provided further that, if this
      Agreement is terminated in accordance with the provisions of Clauses 18
      or 28(a) or as a result of any of the contingencies provided in Clause 35
      (including termination by operation of law), or if the Agreement is terminated
      by the Bottler for any reason other than in accordance with or as a result
      of the operation of Clauses 26 or 29, or upon the cancellation of the authorization
      for a Beverage(s) pursuant to Clause 26(e) or Clause 31, the Company shall
      have the option, but no obligation, to purchase from the Bottler the supplies
      and materials referred to above; and






	 	(d) 	 all rights and obligations hereunder,
      whether specifically set out or whether accrued or accruing by use, conduct
      or otherwise, shall expire, cease and end, excepting all provisions concerning
      the obligations of the Bottler as set forth in Clauses 13(b)(2) and (b)(3),
      14, 15, 16, 17(e), 19(a), 30, 36(a), (b), (c) and (d) and 37, all of which
      shall continue in full force and effect. Provided always that this provision
      shall not affect any rights the Company may have against the Bottler in
      respect of any claim for nonpayment of any debt or account owed by the Bottler
      to the Company or its Authorized Suppliers.






	 31. 	 In addition to all other remedies of
      the Company in respect of any breach by the Bottler of the terms, covenants
      and conditions of this Agreement and where such breach relates only to the
      preparation, packaging, distribution and sale by the Bottler of one or more
      but not all of the Beverages then the Company may elect to cancel the authorizations
      granted to the Bottler pursuant to this Agreement in respect only of that
      Beverage or those Beverages. In the event of the cancellation by the Company
      of authorizations to the Bottler pursuant to this Clause 31, the provisions
      of Clause 30 shall apply in respect of that Beverage or those Beverages,
      and the Company shall have no further obligations to the Bottler in respect
      of that Beverage or those Beverages in respect of which authorizations have
      been cancelled, and the Company shall be entitled to prepare, package, distribute
      or sell or to grant authorizations to a third party in connection with the
      preparation, packaging, distribution and sale of that Beverage or those
      Beverages in the Territory.







	VIII. 	GENERAL PROVISIONS




	 32. 	 It is recognized and acknowledged between
      the parties hereto that the Company has a vested and legitimate interest
      in maintaining, promoting and safeguarding the overall performance, efficiency
      and integrity of the Company’s international bottling, distribution
      






 
	 	
	 


 

 















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





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







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







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







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







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







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






	 	In addition to the foregoing provisions of this
      Clause 32, if a proposed change in ownership or control of the Bottler involves
      a direct or indirect transfer to or acquisition of ownership or control
      of the Bottler, in whole or in part, by a person or entity authorized or
      licensed by the Company to manufacture, sell, distribute or otherwise deal
      in any beverage products and/or any trade marks of the Company (the “Acquiror
      Bottler”), the Company may request any and all information it considers
      relevant from both the Bottler and the Acquiror Bottler in order to make
      its determination as to whether to consent to such change. In any such circumstances,
      the parties hereto, recognizing and acknowledging the vested and legitimate
      interest of the Company in maintaining, promoting and safeguarding the overall
      performance, efficiency and integrity of the Company’s international
      bottling, distribution and sales system, expressly agree that the Company
      may consider all and any factors, and apply any criteria that it considers
      relevant in making such determination.






 
	 	
	 


 

 












	 	It is further recognized and agreed between the
      parties hereto that the Company, in its sole discretion, may withhold consent
      to any proposed change in ownership or other transaction contemplated in
      this Clause 32, or may consent subject to such conditions as the Company,
      in its sole discretion, may determine. The parties hereto expressly stipulate
      and agree that any violation by the Bottler of the foregoing covenants contained
      in this Clause 32 shall entitle the Company to terminate this Agreement
      forthwith; and, furthermore, in view of the personal nature of this Agreement,
      that the Company shall have the right to terminate this Agreement if any
      other third party or third parties should obtain any direct or indirect
      interest in the ownership or control of the Bottler, even when the Bottler
      had no means to prevent such a change, if, in the opinion of the Company,
      such change either enables such third party or third parties to exercise
      any influence over the management of the Bottler or materially alters the
      ability of the Bottler to comply fully with the terms, obligations and conditions
      of this Agreement.




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





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





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






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








 
	 	
	 


 

 













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







	 	(c) 	 any other cause whatsoever beyond their
      control.






	 	In the event of the Bottler being unable to perform
      its obligations as a consequence of any of the contingencies set forth in
      this Clause 35, and for the duration of such inability, the Company and
      Authorized Suppliers shall be relieved of their obligations under Clauses
      4 and 5; and provided that, if any such failure by either party shall persist
      for a period of six (6) months or more, either of the parties hereto may
      terminate this Agreement.





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







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







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







	 	(d) 	 The Bottler shall indemnify and hold
      harmless the Company, its affiliates and their respective officers, directors
      and employees from and against all costs, expenses, damages, claims, obligations
      and liabilities whatsoever arising from 







 
	 	
	 


 

 


















	 	facts or circumstances not attributable to the
      Company including, but not limited to, all costs and expenses incurred in
      settling or compromising any of the same arising out of the preparation,
      packaging, distribution, sale or promotion of the Beverages by the Bottler,
      including, but not limited to, all costs arising out of the acts or defaults,
      whether negligent or not, of the Bottler, the Bottler’s distributors,
      suppliers and wholesalers.






	 	(e) 	 The Bottler shall obtain and maintain
      a policy of insurance with insurance carriers satisfactory to the Company
      giving full and comprehensive coverage both as to amount and risks covered
      in respect of matters referred to in subclause (d) above (including the
      indemnity contained therein) and shall on request produce evidence satisfactory
      to the Company of the existence of such insurance. Compliance with this
      Clause 36(e) shall not limit or relieve the Bottler from its obligations
      under Clause 36(d) hereof.






	 37. 	 The Bottler covenants and agrees with
      the Company:






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







	 	(b) 	 that it will at all times, both during
      the continuance and after termination of this Agreement, keep strictly confidential
      all secret and confidential information including, without limiting the
      generality of the foregoing, mixing instructions and techniques, sales,
      marketing and distribution information and projects and plans relating to
      the subject matter of this Agreement which the Bottler may receive from
      the Company or in any other manner and to ensure that such information shall
      be made known on a need-to-know basis only to those officers, directors
      and employees bound by reasonable provisions incorporating the nondisclosure
      and secrecy obligations set out in this Clause 37; and







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






	 38. 	 In the event of any provisions of this
      Agreement being or becoming legally ineffective or invalid, the validity
      or effect of the remaining provisions of this Agreement shall not be affected;
      provided that the invalidity or ineffectiveness of the said provisions shall
      not prevent or unduly hamper performance hereunder or prejudice the ownership
      or validity of the Trade Marks. The right to terminate in accordance with
      Clause 28(a)(2) is not affected hereby.







 
	 	
	 


 

 














	 39. 	(a)	 As to all matters herein mentioned,
      this Agreement constitutes the only agreement between the Company and the
      Bottler, all prior agreements of any kind whatsoever between these parties
      relating to the subject matter hereof being cancelled hereby save to the
      extent that the same may comprise agreements and other documents within
      the provisions of Clause 19 hereof; provided, however, that any written
      representations made by the Bottler upon which the Company relied in entering
      into this Agreement shall remain binding upon the Bottler.







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







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






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





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





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





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





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





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










	
      

    	 	
      

    
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________







 
	 	
	 


 


 













	Appendix I





	BEVERAGES





	Location:  ________________



	Date:  ______________






	For purposes of the  Bottler’s  Agreement
entered  into between The  Coca-Cola  Company and the  undersigned  Bottler with effect
from  ______________, the Beverages referred to in recital paragraph A thereof are:







	The  description of the Beverages in this
Appendix I supersedes  all prior  descriptions  and Appendices  relating to the Beverages
for  purposes of recital paragraph A of the said Bottler’s Agreement.










	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 














	Appendix II





	TRADE MARKS





	Location:  ________________



	Date:  ______________






	For purposes of the Bottler’s Agreement
entered into between The Coca-Cola Company  (hereinafter  referred to as the “Company”)
and the  undersigned Bottler with effect from ____________, the Trade Marks of the
Company referred to in recital paragraph B thereof are:




	Trade Marks





	






	Including all transliterations and all related
trade dress applications, registrations and copyrights.





	The  description of the Trade Marks in this
Appendix II supersedes all prior  descriptions  and Appendices  relating to the Trade
Marks  for purposes of recital paragraph B of the said Bottler’s Agreement.










	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 













	Appendix III





	TERRITORY





	Location:  ________________



	Date:  ______________






	For purposes of the  Bottler’s  Agreement
entered  into between The  Coca-Cola  Company and the  undersigned  Bottler with effect
from  ___________, the Territory referred to in Clause 1 thereof is:






	The description of the Territory in this
Appendix III supersedes all prior  descriptions  and Appendices  relating to the
Territory for  purposes of Clause 1 of the said Bottler’s Agreement.










	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 














	Appendix IV





	AUTHORIZED CONTAINERS





	Location: __________________



	Date: __________________






	Pursuant to the provisions of Clause 2 of the
Bottler’s Agreement entered into between The Coca-Cola Company  (hereinafter
referred to  as the “Company”)  and the  undersigned  Bottler with effect from
__________________,  the Company  authorizes the Bottler to prepare,  distribute and sell
the Beverages in the following  containers,  which for the purposes of the said Bottler’s
Agreement shall be deemed  “Authorized Containers.”





	e.g.:






	            	Coca-Cola	Refillable Glass Bottle	Capacity: 6 oz
	 	Fanta	Refillable Glass Bottle	Capacity: 6 oz
	 	Sprite	Refillable Glass Bottle	Capacity: 6 oz  


 


	This  authorization  supersedes  any prior
authorizations  entered  into  between the Company and the Bottler in  connection  with
the  subject matter of this Appendix IV.










	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 














	Appendix V





	OTHER BEVERAGE PRODUCTS




	Location:



	Date:





	In accordance with Clause 17 (a) of the Bottler’s
Agreement  entered into between The Coca-Cola  Company  (hereinafter  referred to as  the
“Company” and the  undersigned  Bottler with effect from
_____________________,  the Company  authorizes  the Bottler to prepare,  bottle,
distribute, or sell the following beverage products and packages, other than those
prepared,  packaged,  distributed or sold by  the Bottler under authority of the Company.








	This  authorization  supersedes  any prior
authorizations  entered  into  between the Company and the Bottler in  connection  with
the  subject matter of this Appendix V.








 
	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 














	Schedule A





	AUTHORIZATION IN RESPECT OF SYRUPS

FOR POST-MIX BEVERAGES





	Location: __________________



	Date: ____________________






	Pursuant to the provisions of Clause 3 of the
Bottler’s Agreement entered into between The Coca-Cola Company  (hereinafter
referred to  as the “Company”) and the undersigned  Bottler with effect from
_________,  the Company hereby grants a non-exclusive  authorization to  the Bottler to
prepare, package, distribute and sell syrups for the following Beverages:




	 	Coca-Cola

Fanta

Sprite




	(said syrups being  hereinafter  referred to in
this  Schedule A as “Post-Mix  Syrups”) to retail  dealers in the  Territory
for use in  dispensing  the  Beverages  through  Post-Mix  Dispensers  in or adjoining
the  establishments  of retail  outlets and also to operate  Post-Mix Dispensers and sell
the Beverages dispensed therefrom directly to consumers subject to the following
conditions:




	 1. 	 The Bottler shall not sell Post-Mix
      Syrups to a retail outlet for use in any Post-Mix Dispenser, or operate
      any Post-Mix Dispenser unless:






	 	(a) 	 there is available an adequate source
      of safe, potable water;







	 	(b)	 all Post-Mix Dispensers are of a type
      approved by the Company and conform in all respects to the hygienic and
      other standards which the Company shall issue in writing to the Bottler
      in connection with the preparation, packaging and sale of the Post-Mix Syrups;
      and







	 	(c) 	 the Beverages dispensed through the
      Post-Mix Dispensers are in strict adherence to and compliance with the instructions
      for the preparation of the Beverages from Post-Mix Syrups as issued in writing
      to the Bottler from time to time by the Company.






	 2. 	 The Bottler shall take samples of the
      Beverages dispensed through the Post-Mix Dispensers operated by retail outlets
      to whom the Bottler has supplied the Post-Mix Syrups or which are operated
      by the Bottler, in accordance with such instructions and at 






 
	 	
	 


 

 














	 	such intervals as may be notified by the Company
      in writing and shall submit said samples at the Bottler’s expense to
      the Company for inspection.




	 3. 	 The Bottler shall on its own initiative
      and responsibility, discontinue immediately the sale of Post-Mix Syrups
      to any retail outlet which fails to comply with the standards prescribed
      by the Company.





	 4. 	 The Bottler shall discontinue the sale
      of Post-Mix Syrups to any retail outlet when notified by the Company that
      any of the Beverages dispensed through a Post-Mix Dispenser located in or
      adjoining the establishment of the retail outlet do not comply with the
      standards prescribed by the Company for the Beverages or that the Post-Mix
      Dispenser is not of a type approved by the Company.





	 5. 	 The Bottler agrees:






	 	(a) 	 to sell and distribute the Post-Mix
      Syrups only in containers of a type approved by the Company and to use on
      said containers only labels which have been approved by the Company; and







	 	(b) 	 to exert every influence to persuade
      retail outlets to use a standard glass, paper cup or other container, approved
      by the Company and with markings approved by the Company to the end that
      the Beverages served to the customer will be appropriately identified and
      will be served in an attractive and sanitary container.






	Except as modified in this Schedule,  all of the
terms,  covenants and conditions contained in the said Bottler’s Agreement shall
apply  to this  supplemental  authorization to the Bottler to prepare,  package,
distribute and sell the Post-Mix Syrups and, in this regard,  it is expressly agreed
between the parties hereto that the terms,  conditions,  duties and obligations of the
Bottler,  as set forth in  the said Bottler’s  Agreement,  shall be incorporated
herein by reference and, unless the context otherwise indicates or requires,  any
reference  in the said  Bottler’s  Agreement to the term  “Beverages” shall
be deemed to refer to the term  “Post-Mix  Syrups” for the  purpose of this
supplemental authorization to the Bottler.




	This  authorization  may be terminated by either
party upon ninety (90) days’ advance written notice,  provided that it shall
terminate  automatically upon the expiration or earlier termination of the said Bottler’s
Agreement.




	This  authorization  supersedes  any prior
authorizations  entered  into  between the Company and the Bottler in  connection  with
the  subject matter of this Schedule A.









 
	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 













	Schedule B





	AUTHORIZATION IN RESPECT OF

PRE-MIX BEVERAGES





	Location: __________________



	Date: ____________________






	Pursuant to the provisions of Clause 3 of the
Bottler’s Agreement entered into between The Coca-Cola Company  (hereinafter
referred to  as the  “Company”)  and the  undersigned  Bottler with effect from
__________________,  the Company  hereby  authorizes the Bottler to  prepare and package
the following Beverages:




	eg:




	 	Coca-Cola

Fanta

Sprite




	(said Beverages  hereinafter  referred to as
“Pre-Mix Beverages”) for distribution and sale in stainless steel containers or
such other  pressure vessels  (hereinafter  referred to as the “Pre-Mix  Containers”)
as have been approved by the Company to retail outlets in the  Territory  operating
mechanical  devices  (hereinafter  referred to as “Pre-Mix  Dispensers”) of a
type which has been approved by the  Company,  and also to operate said Pre-Mix
Dispensers and sell the Pre-Mix Beverages  dispensed therefrom directly to consumers
subject  to the following conditions:




	 1. 	 The Bottler shall maintain equipment
      sufficient in all respects to satisfy fully the demand for the Pre-Mix Beverages
      in the Territory and to prepare the Pre-Mix Beverages in conformity with
      the standards, hygienic and others, set by the Company, and to comply with
      all legal requirements; and to permit the Company and its officers at all
      times to enter upon and inspect the premises, equipment and methods used
      by the Bottler in preparing the Pre-Mix Beverages and in filling and storing
      the Pre-Mix Containers, to ascertain whether the Bottler is complying with
      this authorization and the Bottler’s Agreement, and especially whether
      the Bottler is complying strictly with the standards presented by the Company
      for the Pre-Mix Beverages.





	 2. 	 The Bottler shall use on the Pre-Mix
      Containers only labels which have been approved from time to time by the
      Company.





	 3. 	 The Bottler shall ensure that, in maintaining
      and operating the Pre-Mix Dispensers, the retailers conform to the standards,
      hygienic and other, set by the Company and comply 







 
	 	
	 


 

 















	 	with all legal requirements; and to this end the
      Bottler shall carry out periodic inspections to ascertain whether the retailers
      so conform and comply and the Bottler shall require the retailers to permit
      the Company to make similar inspections. The provisions of this paragraph
      shall apply to the Bottler in the maintaining and operating of Pre-Mix Dispensers
      and selling the Pre-Mix Beverages therefrom directly to consumers.




	 4. 	 The Bottler shall not sell the Pre-Mix
      Beverage to any retailer who fails in any way to meet the standards set
      by the Company in maintaining and operating the Pre-Mix Dispensers.





	Except as modified in this Schedule,  all of the
terms,  covenants and conditions contained in the said Bottler’s Agreement shall
apply  to this supplemental  authorization to the Bottler to prepare, package,
distribute and sell the Pre-Mix Beverages and, in this regard,  it is expressly agreed
between the parties hereto that the terms,  conditions,  duties and obligations of the
Bottler,  as set forth in  the said Bottler’s  Agreement,  shall be incorporated
herein by reference and, unless the context otherwise indicates or requires,  any
references  in the  Bottler’s  Agreement  to the term  “Beverages” shall
be deemed to refer to the term  “Pre-Mix  Beverages” for the  purpose of this
supplemental authorization to the Bottler.




	This  authorization  may be terminated by either
party upon ninety (90) days’ advance written notice,  provided that it shall
terminate  automatically upon the expiration or earlier termination of the said Bottler’s
Agreement.




	This  authorization  supersedes  any prior
authorizations  entered  into  between the Company and the Bottler in  connection  with
the  subject matter of this Schedule B.










	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	
	 


 

 













	Schedule C




	SUPPLEMENTAL AUTHORIZATION FOR
DISTRIBUTION




	Location: __________________



	Date:






	Pursuant to the provisions of Clause 3 of the
Bottler’s Agreement entered into between The Coca-Cola Company  (hereinafter
referred to  as the  “Company”)  and the  undersigned  Bottler  with  effect
from  __________________,  the Company  hereby  grants a  supplemental  non-exclusive
authorization  to purchase from the Company or its designee the Beverages in the
following  containers  (hereinafter the  “Authorized Containers”) and to sell
and distribute the Beverages throughout the Territory:





	eg:       Coca-Cola             Refillable
      Glass Bottles                       330
      ml





	subject to the following conditions:





	 	(a)	 This authorization may be terminated
      by either party upon ninety (90) days advance written notice and provided
      that it shall terminate automatically upon the expiration or earlier termination
      of the said Bottler’s Agreement.







	 	(b) 	 Upon the termination or cancellation
      of this authorization, the Bottler shall immediately discontinue such sale
      and/or distribution of the Beverage in the Authorized Containers in the
      Territory.







	 	(c) 	 Except as supplemented or modified
      herein, the stipulations, covenants, agreements, terms, conditions and provisions
      of the Bottler’s Agreement shall apply to and be effective for this
      supplemental authorization.






	This  authorization  supersedes  any prior
authorizations  entered  into  between the Company and the Bottler in  connection  with
the  subject matter of this Schedule C.








 
	
      

    	 	 THE COCA-COLA COMPANY
	 	 	 
	By:_________________________	                  	By:_________________________
	      Authorized Representative	 	      Authorized Representative
	 	 	 
	Date:_______________________ 	 	Date:_______________________


 
	 	 	 



 



  
  


   

  	
        Schedule of Bottler’s Agreements between
          Panamerican Beverages, Inc.,

          and The Coca-Cola Company

      


  

  	Territory
        

      	  	Execution Date
        

      	  	Termination Date
        

      
	
        Mexico

      		
         

      		
         

      
	
        
   Panamco Bajio, S.A. de C.V. 

      		
        July 1, 1999

      		
        May 31, 2005

      
	
        Panamco Golfo, S.A. de C.V.

      		
        July 1, 1999

      		
        May 31, 2005

      
	 	 	 	 	 
	
        Guatemala

      		
         

      		
         

      
	
        Embotelladora Central, S.A.

      		
        March 18, 2000

      		
        March 17, 2005

      
	 	 	 	 	 
	
        Nicaragua

      		
         

      		
         

      
	
        Panamco de Nicaragua, S.A.

      		
        May 13, 2001

      		
        May 12, 2006

      
	 	 	 	 	 
	
        Costa Rica

      		
         

      		
         

      
	
        
   Embotelladora Panamco Tica, S.A. 

      		
        October 1, 2002

      		
        September 30, 2007

      
	 	 	 	 	 
	
        Panama

      		
         

      		
         

      
	
        Coca-Cola de Panama, Compania Embotelladora, S.A.1

      		
         

      		
         

      
	 	 	 	 	 
	
        Columbia

      		
         

      		
         

      
	
        Panamco Colombia S.A.

      		
        July 1, 1999

      		
        June 30, 2004

      
	 	 	 	 	 
	
        Venezuela

      		
         

      		
         

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

      		
        August 16, 2001

      		
        August 16, 2006

      
	
        Embotelladora Coca-Cola, Hit de Venezuela, S.A. and
          Advantage Investments, Inc.

      		
        August 16, 2001

      		
        August 16, 2006

      
	 	 	 	 	 
	
        Brazil

      		
         

      		
         

      
	
         Spal Industria Brasileira de Bebidas S.A.

           (Sao Paulo and Campinas)

      		
        April 16, 1999

      		
        April 15, 2004

      
	
        Refrigerantes do Oeste Ltda.

      		
        April 16, 1999

      		
        April 15, 2004

      


  




  	
        

      
	1  Under negotiation.