PROMISSORY NOTE

$766,756.23                                                       June 21, 2001

         FOR VALUE RECEIVED as a Loan (as defined below), the undersigned
WILLIAM G. COOLING (the "BORROWER"), unconditionally promises to pay to the
order of PANAMERICAN BEVERAGES, INC., a Panama corporation (the "LENDER"), on
the Maturity Date (as defined below) the principal sum of SEVEN HUNDRED SIXTY
SIX THOUSAND SEVEN HUNDRED FIFTY SIX DOLLARS AND TWENTY THREE CENTS
($766,756.23), or such lesser amount of the Loan as shall then be outstanding
and unpaid, plus all accrued and unpaid interest on the Loan.

         The Borrower promises to pay interest on the unpaid principal amount
of the Loan from time to time outstanding, and on any interest that is from
time to time outstanding, at the rate of five percent (5%) per annum,
compounded quarterly, which interest shall accrue quarterly but not be payable
until the Maturity Date.

         All payments hereunder shall be made in U.S. Dollars and in
immediately available funds, without deduction or set-off.

         1.    Certain Definitions. As used herein, the following terms shall
have the corresponding meanings.

         (a) "Banking Day" shall mean any day on which commercial banks are not
authorized or required to close in New York City.

         (b)   "Commitment" shall mean $766,756.23.

         (c) "Default Rate" shall mean, in respect of any amount not paid when
due, an interest rate of seven percent (7%) per annum, compounded quarterly,
during the period commencing on the due date until such amount is paid in
full.

         (d)   "Drawdown Date" shall mean June 21, 2001.

         (e)   "Event of Default" shall have the meaning set forth in Section 6
hereof.

         (f)   "Loan" shall have the meaning set forth in Section 2 hereof.


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         (g)   "Maturity Date" shall mean the earlier of (1) June 21, 2006 and
(2) the thirtieth day following the termination of the Borrower's employment
with the Lender; provided, however, that the Maturity Date shall in no event
be earlier than June 21, 2002.

         (h)   "Note" shall mean this Promissory Note.

         (i)   "Subsidiary" shall mean, with respect to the Lender, at any
time, any entity of which more than fifty percent (50%) of the outstanding
voting stock or other equity interest entitled ordinarily to vote in the
election of the directors or other governing body (however designated) of such
entity is at the time beneficially owned or controlled directly or indirectly
by the Lender.

         2.    The Loan. The Lender agrees, on the terms and conditions of this
Note, to make one loan (the "Loan") to the Borrower on the Drawdown Date in an
aggregate principal amount equal to the Commitment.

         3.    Payments.
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         (a)   Place and Time of Payment. All payments of principal of and
interest on this Note shall be made by electronic wire transfer to the account
of the Lender number 8800374228, ABA 061000104, held with Sun Trust Bank, or
to such other account as the Lender may designate in writing to the Borrower,
or by check drawn to the benefit of the Lender at the offices of Panamco
L.L.C., at 701 Waterford Way, Suite 800, Miami, Fl, 33126, not later than
12:00 p.m. (New York time) on the fifteenth day following the Maturity Date.

         (b)   Payments to be on Banking Days. Whenever any payment hereunder
shall be stated to be due on a day other than a Banking Day, such payment
shall be due on the next succeeding Banking Day and any such extension of time
shall be reflected in the computation of payment of interest.

         (c)   Interest on Overdue Principal and Other Amounts. In the event
that any principal hereof or any interest hereon is not paid when due (by
reason of demand or otherwise) in accordance with the terms of this Note, the
Borrower will pay interest on such past-due amount from the date such amount
becomes due until the date the same is paid in full, at a rate equal to the
Default Rate.

         (d)   Voluntary Prepayments. The Borrower may partially or totally
prepay this Note on any Banking Day; provided, however, that such prepayment
is made together with accrued interest.

         4.    Interest. All computations of interest hereon shall be made on
the basis of a year of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which
interest is payable.

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         5.    Representations and Warranties. The Borrower represents and
warrants to the Lender as follows:

         (a)   Power and Authority. The Borrower has the power and authority to
execute and deliver this Note, to incur the obligations to be incurred by him
hereunder and to perform and observe the provisions hereof.

         (b)   Legally Enforceable Note. This Note has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency, moratorium and
similar laws affecting creditors' rights generally

         (c)   Consent and Approvals. No consent or approval of, or notice to,
any creditor of the Borrower is required by the terms of any agreement or
instrument evidencing any indebtedness of the Borrower for the execution or
delivery of, or the performance of the obligations of the Borrower under, this
Note, and such execution, delivery and performance will not result in any
breach or violation of, or constitute a default under any agreement,
instrument, judgment, order, statute, rule or regulation applicable to the
Borrower or to any of his property.

         (d)   Absence of Litigation. There are no actions, proceedings or
claims pending or, to the knowledge of the Borrower, threatened, the adverse
determination of which might have a materially adverse effect on his financial
condition or impair his ability to perform his obligations under, or affect
the validity or enforceability of, this Note.

         (e)   Use of Proceeds. The proceeds of the Loan shall be used solely
for the payment of income tax, social security and Medicare
taxes.

         6.    Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

         (a)   The Borrower fails to pay any principal or interest hereunder as
and when such amount becomes payable (whether at stated maturity or
otherwise); or

         (b)   Any representation or warranty made by the Borrower in this Note
proves to have been incorrect in any material respect when made or given; or

         (c)   The Borrower (i) fails or is unable to pay his debts generally
as they become due, (ii) commences a voluntary case in bankruptcy or any other
action or proceeding for any other relief under any law affecting creditors'
rights that is similar to a bankruptcy law or (iii) consents by answer or
otherwise to the commencement against him of an involuntary case in bankruptcy
or any other such action or proceeding, or a proceeding is commenced in an
involuntary case in bankruptcy in respect of the Borrower or any property of
the Borrower if such proceeding is not dismissed or stayed on or before the
thirtieth day after the entry thereof or if any such dismissal or stay ceases
to be in effect and such proceeding, in the reasonable opinion of the Lender,
materially affects the ability of the Borrower to perform his obligations
under this Note;

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THEN, in any such case, if the Lender shall elect by notice to the Borrower
(or his successors as the case may be), the unpaid principal amount of this
Note, together with accrued interest, shall become forthwith due and payable.

         7.    Miscellaneous.

         (a)   The Borrower waives presentment, notice of dishonor, protest and
any other formality with respect to this Note.

         (b)   Sections 11 (assignability and binding nature), 13 (resolution
of disputes), 14 (notices), 15(c) (headings) and 15(g) (governing law) of the
Employment Agreement between the Borrower and the Lender, as in effect on the
date hereof, shall be deemed incorporated herein in full, with references to
the "Agreement", the "Executive" and the "Company" in such sections treated as
references to this Note, the Borrower and the Lender, respectively; provided,
however, that in no event may this Note be assigned by the Lender without the
Borrower's prior written consent.

         (c)   This Note sets forth the entire agreement between the parties
hereto, supersedes all prior communications and understandings of any nature
and may not be amended, supplemented or altered except in a writing signed by
both parties hereto.

         (d)   Notwithstanding any other provision of this Note, the Lender may
at any time assign, pledge or otherwise transfer this Note or any of its
rights with respect thereto to any of its Subsidiaries; provided, however,
that in no event may this Note be assigned by the Lender without the
Borrower's prior written consent.

         (e)   The Lender agrees (on behalf of itself and each of its
affiliates, directors, officers, employees and representatives) to use
reasonable precautions to keep confidential, in accordance with safe and sound
commercial practices, any non-public information supplied to it by the
Borrower pursuant to this Note which is identified by the Borrower as being
confidential at the time the same is delivered to the Lender, provided that
nothing herein shall limit the disclosure of any such information (A) to any
Subsidiaries of the Lender, (B) to the extent required by statute, rule,
regulation or judicial process, (C) to counsel for the Lender, (D) to the
Lender's examiners, auditors or accountants, (E) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating
to this Note or the enforcement of rights hereunder, or (F) to any eligible
assignee, whether actual or prospective.

         (f)   THE BORROWER IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS NOTE OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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         (g)   To the extent that the Borrower may now or hereafter be
entitled, in any jurisdiction in which judicial proceedings may at any time be
commenced by the Lender to enforce any judgment rendered by arbitrator(s)
pursuant to Section 13 of the Employment Agreement, to claim for himself or
his revenues or properties any immunity from the jurisdiction of any court or
from legal process (whether from service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise), and to the extent that in any such jurisdiction there may be
attributed to the Borrower any such immunity (whether or not claimed), the
Borrower hereby irrevocably agrees not to claim, and hereby waives, such
immunity in respect of his obligations under this Note.

                          [Intentionally Left Blank]


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         IN WITNESS WHEREOF, the Borrower has executed this Promissory Note
in Mexico on the day and year written below.



                                         -------------------------------------
                                             WILLIAM G. COOLING


                                         Date:  July ___, 2001









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