EXHIBIT 10.51


                   TRUST AGREEMENT - COCA COLA HOLDBACK TRUST

     This TRUST AGREEMENT - COCA COLA HOLDBACK TRUST, dated as of October 2,
2002 (this "Trust Agreement"), is entered into by and among COCA COLA DE PANAMA
COMPANIA EMBOTELLADORA, S.A., a corporation ("sociedad anonima") organized and
existing pursuant to the laws of the Republic of Panama (the "SETTLOR"), hereby
represented by Roberto Ramon Vallarino Cox, Panamanian, of legal age, with
personal identity card No. 8-137-229; BANCO GENERAL, S.A., a corporation
organized and existing pursuant to the laws of the Republic of Panama (the
"TRUSTEE"), hereby represented by Jean-Pierre Leignadier, Panamanian, of legal
age, with personal identity card No. 8-390-635; FUNDACION PRO ACCIONISTAS
MINORITARIOS DE COCA COLA DE PANAMA Y CERVECERIAS BARU-PANAMA, a private
foundation organized and existing pursuant to the laws of the Republic of
Panama, as Representative ("REPRESENTATIVE"), hereby jointly represented by
Alvaro Arias, Panamanian, of legal age, with personal identity card No.
8-169-678, and Roberto Ramon Vallarino Cox, Panamanian, of legal age, with
personal identity card No. 8-137-229, as Council Members acting jointly, duly
authorized pursuant to Section 13 of its Foundation Charter, representing and
acting on behalf of the shareholders of the Settlor who, in accordance with the
Tender Offer Documents (as defined below) and in compliance with the laws of the
Republic of Panama, accept the OPA (as defined below), do not revoke such
acceptance and consummate such acceptance by tendering their common shares of
Settlor (the "ACCEPTING SHAREHOLDERS"); and CA BEVERAGES, INC., a corporation
("sociedad anonima") organized and existing pursuant to the laws of the Republic
of Panama ("CAB"), hereby represented by Han de Goederen, male, of legal age,
citizen of the Netherlands, with passport No. Z01328951, duly authorized to
execute this agreement pursuant to a resolution of the Board of Directors of CAB
dated September 30, 2002.

     WHEREAS, on the date first written above Settlor and CAB have entered into
a Share Subscription Agreement (the "SHARE SUBSCRIPTION AGREEMENT") whereby
Settlor has agreed to issue and sell to CAB, who has agreed to purchase, three
million nine hundred thirty-four thousand two hundred forty-six (3,934,246)
newly issued no par value common shares of the Settlor (or such amount
corresponding to fifty percent (50%) plus one share of the total issued and
outstanding no par value common shares of the Settlor) (the "SHARES");

     WHEREAS, pursuant to the Share Subscription Agreement, the Settlor has
agreed to launch a Public Tender Offer in the Republic of Panama (the "OPA") to
acquire up to three million nine hundred thirty-four thousand two hundred
forty-five (3,934,245) issued and outstanding no par value common shares of the
Settlor; and

     WHEREAS, the execution and delivery of this Trust Agreement (including the
deposit of the Trust Amount (as defined below)) is a condition to the
consummation of the transactions contemplated by the Share Subscription
Agreement.

     NOW, THEREFORE, Settlor, the Trustee, CAB and Representative hereby agree
as follows:

1.   Constitution of the Trust. Settlor, the Trustee, CAB and Representative
     hereby enter into an irrevocable trust agreement under the provisions of
     Law 1 of January 5, 1984 of the


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     Republic of Panama, which regulates trust agreements in the Republic of
     Panama, in order to guarantee payment to the Settlor for any General Loss
     (as defined below) or any Lawsuit Loss (as defined below).

2.   Objectives of the Trust. The objectives of this Trust are to:

     (a) permit the Trustee to pledge the Trust Assets to secure any guarantee
     required by applicable securities legislation in connection with the OPA;

     (b) maintain in trust (i) $4,603,066.65, representing US$1.17 per share of
     the total amount of shares that may be tendered in the OPA; and (ii) an
     additional amount equal to 7.5% of the Net Subject Property Per Share
     Amount (as defined in the Share Subscription Agreement) as contemplated by
     the third paragraph of Section 5.3 of the Share Subscription Agreement
     times 3,934,245 (all such amounts in clauses (i) and (ii) above are
     collectively referred to herein as the "HOLDBACK FUND"), as set out in the
     Share Subscription Agreement and in the prospectus (as may be amended from
     time to time) and the exhibits and schedules attached thereto that are
     delivered to shareholders in respect of the OPA (collectively, the "TENDER
     OFFER DOCUMENTS"), in order for the Trustee to use the Holdback Fund
     according to the terms and conditions of this Trust Agreement;

     (c) guarantee to Settlor that, upon consummation of the OPA, (i) the
     balance of the Trust Assets that is not retained with respect to shares of
     the Accepting Shareholders under the OPA shall be returned by the Trustee
     (on behalf of the Settlor) to CAB through a partial repurchase of the
     Shares from CAB, and (ii) all earnings accrued on the Trust Assets in
     accordance with Section 8 hereof shall be returned by the Trustee to the
     Settlor; and

     (d) provide for the return of the Trust Assets to CAB upon the occurrence
     of any of the events described in Section 10(b) hereof, through a
     repurchase of the Shares.

3.   Appointment of Beneficiaries. Subject to Section 10(b) hereof, the
     Beneficiaries of this Trust and particularly of the Trust Assets shall be
     CAB and the Accepting Shareholders as provided for herein.

4.   The Trust Amount. The "Trust Amount" initially shall be the aggregate
     amount set forth in Section 2(b)(i) hereof and which may be increased by
     the amount set forth in Section 2(b)(ii) hereof, all of which is given in
     trust, with irrevocable instructions as described in the form of
     instruction letter attached hereto as Exhibit A, to the Trustee by the
     Settlor.

5.   Appointment of the Trustee; Deposit of Trust Amount. Settlor hereby
     constitutes and appoints the Trustee as, and the Trustee hereby agrees to
     assume and perform the duties of, the trustee under and pursuant to this
     Trust Agreement. The Trustee acknowledges receipt of an executed copy of
     the Share Subscription Agreement and, as of the date hereof, of the Trust
     Amount (except for the item referred to in Section 2(b)(ii) hereof) from
     Settlor as provided in the Share Subscription Agreement. Trustee hereby
     accepts such appointment and agrees to hold, invest and disburse the Trust
     Amount in accordance with this Trust Agreement.


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6.   The Trust Assets. The Trust Amount, all earnings accrued thereon in
     accordance with Section 7 hereof and any shares or other assets placed in
     trust in accordance with the terms of this Trust Agreement (the "TRUST
     ASSETS") shall be held by the Trustee, to be used as specifically provided
     in this Trust Agreement. Except as expressly provided in Section 13 hereof,
     the Trustee does not have any interest in the Trust Amount deposited
     hereunder or the Trust Assets but is serving as trustee only and having
     only possession thereof in that capacity.

7.   Investment of the Trust Assets; Taxes.

     (a)  Unless and until the Trustee receives written instructions from CAB
          and the Representative as set forth below, the Trustee shall maintain
          the Trust Assets in an overnight account at Banco General, S.A.,
          available for immediate use. As per written instructions of CAB and
          the Representative delivered to the Trustee, the Trustee shall
          directly invest and reinvest the Trust Assets, in any of the following
          kinds of investments, or in any combination thereof:

          (i)  bonds or other obligations of, or guaranteed by, the government
               of the United States of America or any State thereof or the
               District of Columbia, or agencies of any of the foregoing, having
               maturities as agreed upon by CAB and the Representative, such
               maturities not to extend beyond the date on which this Trust
               Agreement terminates in accordance with Section 10 hereof (the
               "TERMINATION DATE");

          (ii) commercial paper of United States issuers rated, at the time of
               the Trustee's investment therein or contractual commitment
               providing for such investment, at least P-1 by Moody's Investors
               Service, Inc. ("MOODY'S") and A-1 by Standard & Poor's
               Corporation ("S&P") and having maturities as agreed upon by CAB
               and the Representative, such maturities not to extend beyond the
               Termination Date;

         (iii) demand or time deposits in, certificates of deposit of or
               bankers' acceptances issued by (A) Banco General, S.A. or a
               depository institution or trust company incorporated under the
               laws of Panama or the laws of the United States of America, any
               State thereof or the District of Columbia having a combined
               capital and surplus of US$10 billion, or (B) a Panamanian or
               United States branch office or agency of a foreign depository
               institution or trust company if, in any such case, the depository
               institution, trust company or office or agency is rated at least
               P-l by Moody's and A-1 by S&P (any such institution described in
               clause (A) or (B) being herein called a "PERMITTED BANK"), and
               having maturities as agreed upon by CAB and the Representative,
               such maturities not to extend beyond the Termination Date; or

          (iv) such other investments as CAB and the Representative shall
               jointly approve or direct in writing.


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               The written instructions for the investment shall be given by CAB
               and the Representative to the Trustee. The Trustee shall notify
               CAB and the Representative the amount of funds available to
               invest in accordance with this Section 7(a).

          (b)  Each of the foregoing investments shall be made in the name of
               the Trustee in accordance with this Trust Agreement.
               Notwithstanding anything to the contrary contained herein, the
               Trustee may, without notice to CAB or the Representative, sell or
               liquidate any of the foregoing investments at any time if the
               proceeds thereof are required for release of any portion of the
               Trust Assets permitted or required hereunder, and Trustee shall
               not be liable or responsible for any loss, cost or penalty
               resulting from any such sale or liquidation.

          (c)  The Trustee shall have no responsibility for any investment
               losses resulting from the investment, reinvestment or liquidation
               of the Trust Assets.

          (d)  Any interest or other income received on such investment and
               reinvestment of the Trust Assets shall become part of the Trust
               Assets.

          (e)  All taxes (except for income taxes of the Trustee arising from
               the Fees (as defined below)), if any, in respect of the Trust
               Assets shall be allocable among the parties as set forth in
               Section 13 hereof.

8.   Claims Against the Trust Assets. The Trust Assets shall be used solely for
     payment of any action, cost, damage, disbursement, expense, fine, fee,
     liability, loss, deficiency, obligation, penalty or settlement of any
     nature, including but not limited to, interest or other carrying costs,
     penalties, legal, accounting and other professional fees and expenses
     incurred in the investigation, collection, prosecution and defense of
     claims, whether in litigation or other proceedings or with respect to any
     action, and amounts paid in settlement that may be imposed on or otherwise
     incurred or suffered, directly or indirectly, by (i) any of CAB, Settlor,
     subsidiaries of Settlor (excluding Cervecerias Baru-Panama, S.A. and its
     subsidiaries) or any of their respective officers, directors, employees,
     agents or representatives and that arise in connection with any breach of,
     or inaccuracy in, any of the representations, warranties or covenants made
     by Settlor, or made or confirmed by the Accepting Shareholders, in the
     Share Subscription Agreement or Tender Offer Documents (a "GENERAL LOSS")
     or (ii) Settlor and its subsidiaries Ventas y Mercadeo, S.A. and Direccion
     y Administracion de Empresas, S.A. resulting from the lawsuit filed by
     Refrescos Nacionales, S.A. against the Settlor and its subsidiaries Ventas
     y Mercadeo, S.A. and Direccion y Administracion de Empresas, S.A. for
     alleged antitrust practices, to the extent such lawsuit is settled or is
     the subject of a final, non-appealable judgment (the "LAWSUIT LOSS"). For
     purposes hereof, any General Loss or Lawsuit Loss shall be referred to
     herein as a "LOSS" and together as "LOSSES".

     8.1  Claim for General Loss

     (a)  If at any time prior to the Final Termination Date (as defined below),
          CAB determines that any of CAB, Settlor, subsidiaries of Settlor
          (excluding



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          Cervecerias Baru-Panama, S.A. and its subsidiaries) or any of their
          respective officers, directors, employees, agents or representatives
          has suffered a General Loss, or is reasonably likely to suffer a
          General Loss, CAB shall deliver to Representative a notice summarizing
          in reasonable detail the nature and amount of the General Loss. If the
          amount of a General Loss is not yet certain on the date of such
          notice, CAB shall provide a good faith estimate of the maximum General
          Loss likely to be incurred. The Loss specified or estimated in such
          notice shall be referred to herein as the "Owed Amount".

     (b)  Concurrently with the delivery of any notice by CAB to the
          Representative of a Loss pursuant to Section 8.1(a) above, CAB will
          deliver to the Trustee a certificate in substantially the form of
          Exhibit B attached hereto (a "CERTIFICATE OF INSTRUCTION"). The
          Trustee shall give written notice to the Representative of its receipt
          of a Certificate of Instruction not later than two business days
          following receipt thereof, together with a copy of such Certificate of
          Instruction.

     (c)  If Representative objects to any claim of CAB reflected in a
          Certificate of Instruction, Representative shall notify CAB, and CAB
          and Representative shall promptly review the claim together and
          attempt to address Representative's objections. If, within 15 days
          following CAB's delivery of the Certificate of Instruction to the
          Trustee (the "CONCILIATION PERIOD"), CAB and Representative agree that
          CAB's claim as reflected in the Certificate of Instruction should be
          modified, CAB and Representative shall execute jointly and deliver to
          the Trustee a Resolution Certificate in substantially the form
          attached as Exhibit C.

     (d)  If, within the Conciliation Period, the Trustee receives a Resolution
          Certificate signed by both CAB and Representative, it shall promptly
          pay over to CAB from the Trust Assets, by wire transfer of immediately
          available funds to a bank account of CAB's designation, the Owed
          Amount set forth in the Resolution Certificate. If Trustee does not
          receive a Resolution Certificate signed by both CAB and Representative
          before expiration of the Conciliation Period, the Trustee shall,
          notwithstanding any objection by Representative or any other party,
          promptly upon expiration of the Conciliation Period pay over to CAB
          from the Trust Assets, by wire transfer of immediately available funds
          to a bank account of CAB's designation, the Owed Amount set forth in
          the Certificate of Instruction from the Trust Assets. Such obligation
          of the Trustee shall be absolute and unconditional.

     (e)  If the Representative should dispute or object to the Loss claimed by
          CAB in the notice to Representative given pursuant to Section 8.1(a)
          or in the Certificate of Instruction, and CAB has not agreed during
          the Conciliation Period to modify its claim by executing a Resolution
          Certificate, Representative shall have no right to object to or
          prevent the disbursement of funds to CAB by the Trustee pursuant to
          Section 8.1(d). The Representative's sole recourse shall be to
          commence an arbitration action against CAB pursuant to Section 29
          hereof to reclaim the amounts paid over to CAB by Trustee pursuant to
          the Certificate of Instruction. If, following any disbursement from
          the Trust Assets to CAB


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          pursuant to this Section 8.1, the actual amount of an estimated Loss
          is finally determined by CAB to be less than the Owed Amount specified
          with respect to such Loss and paid to CAB, CAB shall within ten (10)
          business days remit to Representative the amount by which the Owed
          Amount exceeded such actual Loss plus interest at a rate equal to the
          annual rate of return of the Trust Assets for the period of time
          during which CAB held the excess funds or, for any period of time
          after the Trust Assets have been fully disbursed, a rate of five
          percent (5%) per annum.

     8.2  Claims for Lawsuit Loss

     (a)  If at any time prior to the Final Termination Date, the Settlor,
          Ventas y Mercadeo, S.A. or Direccion y Administracion de Empresas,
          S.A. has suffered any Lawsuit Loss, CAB shall deliver to
          Representative a copy of the judgment (including any form of
          settlement permitted under Panamanian law) issued by the corresponding
          court of justice, with the amount of the Lawsuit Loss. The Lawsuit
          Loss (including any interest thereon from the date incurred until the
          date of payment and reasonable attorneys' fees and other expenses)
          specified or estimated in such notice shall be referred to herein as
          the "Lawsuit Owed Amount".

     (b)  Concurrently with the delivery of any notice by CAB to the
          Representative of a Lawsuit Loss pursuant to Section 8.2(a) above, CAB
          will deliver to the Trustee a Certificate of Instruction. The Trustee
          shall give written notice to the Representative of its receipt of a
          Certificate of Instruction not later than two business days following
          receipt thereof, together with a copy of such Certificate of
          Instruction.

     (c)  Upon receipt of the Certificate of Instruction the Trustee shall
          promptly pay over to CAB from the Trust Assets, by wire transfer of
          immediately available funds to a bank account of CAB's designation,
          the Lawsuit Owed Amount set forth in the Certificate of Instruction.

     (d)  Representative shall have no right to object to or prevent the
          disbursement of funds to CAB by the Trustee pursuant to this Section
          8.2. The Representative's sole recourse shall be to commence an
          arbitration action against CAB pursuant to Section 29 hereof to
          reclaim the amounts paid over to CAB by Trustee pursuant to this
          Section 8.2.

     8.3. Notwithstanding anything in this Section 8 to the contrary, (i) the
          Trustee shall not be required to make any payments to CAB for any Loss
          if all amounts in the Trust Assets have been released or otherwise
          previously distributed and (ii) CAB shall have no right to claim a
          Loss hereunder prior to the earlier of (A) the date of the closing of
          the OPA and (B) December 31, 2002.

9.   Release of Trust Assets.

     (a)  Promptly after the expiration of the relevant acceptance period of the
          OPA as set forth in the Tender Offer Documents (the "ACCEPTANCE
          TERMINATION DATE"), the


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          Trustee shall notify CAB of the amount of the Trust Assets not to be
          retained on behalf of the Accepting Shareholders. During the thirty
          (30) day period after CAB's receipt of such notice, CAB shall have the
          right to exchange such number of its Shares as CAB shall determine for
          all or a portion of the remaining Trust Amount, based on a per share
          price of the greater of $22.55 or the Adjusted Coca Cola OPA Purchase
          Price (as defined in the Share Subscription Agreement). In order to
          exercise the exchange rights granted hereby, CAB shall deliver notice
          to the Trustee together with a certificate representing the Shares and
          an assignment or endorsement thereof with respect to the number of
          Shares to be exchanged. Promptly thereafter, Trustee shall pay to CAB
          an amount equal to the number of exchanged Shares times the greater of
          $22.55 or the Adjusted Coca Cola OPA Purchase Price (as defined in the
          Share Subscription Agreement).

     (b)  Fifty-three and one-third percent (53.33%) of the Trust Assets will be
          held by the Trustee for the recovery of Losses until the date which is
          twenty-four (24) months after the earlier of (A) the date of the
          closing of the OPA and (B) December 31, 2002 and (ii) forty-six and
          two-thirds percent (46.67%) of the Trust Assets will be held by the
          Trustee for the recovery of Losses until the date on which the lawsuit
          filed by Refrescos Nacionales, S.A. against the Settlor and its
          subsidiaries Ventas y Mercadeo, S.A. and Direccion y Administracion de
          Empresas, S.A. for alleged antitrust practices is settled or is the
          subject of a final, non-appealable judgment (the earlier of the dates
          described in clauses (i) and (ii) shall be referred to herein as the
          "INITIAL TERMINATION DATE" and the later of such dates, the "FINAL
          TERMINATION DATE"); provided, however, that such lawsuit shall not be
          settled without the consent of the Representative, such consent not to
          be unreasonably withheld, and any dispute relating to the granting or
          withholding of such consent shall be governed by Section 29 hereof;
          provided further, if any claims for Losses are pending as of the
          Initial Termination Date or the Final Termination Date, as the case
          may be, then such date shall be extended to such time as all such
          claims have been fully satisfied or otherwise disposed.

10.  Termination.

     (a)  Subject to Section 10(b), this Trust Agreement, and all obligations of
          the Trustee hereunder shall terminate on the earliest of: (i) the
          Final Termination Date, (ii) such earlier date on which all of the
          Trust Assets shall have been disbursed in accordance with the terms of
          this Trust Agreement, or (iii) the date on which CAB and
          Representative jointly notify the Trustee in writing of their intent
          to terminate the Trust Agreement, subject to the Trustee's consent
          (such consent not to be unreasonably withheld). In connection with
          termination of this Trust Agreement in accordance with this Section
          10(a), upon payment of all Fees due to the Trustee, the Trust Assets
          then held hereunder shall be distributed pro rata for the benefit of
          the Accepting Shareholders, based upon the amount of shares tendered
          by each such Accepting Shareholder in the acceptance of the OPA. For
          that purpose, Banco General, S.A. or another qualified financial
          institution appointed by Settlor to serve as the paying agent of the
          OPA (the "PAYING AGENT") shall certify (the "PAYING AGENT
          CERTIFICATION") to the Trustee the

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          number of shares that each such Accepting Shareholder has tendered and
          sold and the aggregate amount to be paid to each such Accepting
          Shareholder (the "CERTIFIED AMOUNT") pursuant to the Tender Offer
          Documents. Promptly after the Acceptance Termination Date and receipt
          of the Paying Agent Certification, the Trustee shall deliver the
          Certified Amount to the Paying Agent.

     (b)  If CAB exercises its rights of rescission under Section 5.9(a) of the
          Share Subscription Agreement, then (a) CAB (if such exercise shall
          occur during the Unconditional Period (as defined in the Share
          Subscription Agreement)) or CAB and Representative jointly (if such
          exercise shall not occur during the Unconditional Period) shall send
          notice of such exercise to the Trustee in the form attached as Exhibit
          D-1 or Exhibit D-2 hereto, as the case may be, (b) together with the
          delivery of such notice as described in clause (a) above, CAB shall
          deliver to the Trustee a copy of the certificate delivered pursuant to
          Section 10 of the Trust Agreement- Coca Cola OPA Trust, dated as of
          the date hereof among the parties hereto, (c) the Trustee shall
          deliver to CAB all of the Trust Assets (net of Fees due to the
          Trustee) by wire transfer in immediately available funds, and (d) this
          Trust Agreement and all obligations of the Trustee hereunder shall
          terminate.

11.  Duties and Obligations of the Trustee. The duties and obligations of the
     Trustee shall be limited to and determined solely by the provisions of this
     Trust Agreement and the certificates delivered in accordance herewith, and
     the Trustee is not charged with knowledge of or any duties or
     responsibilities in respect of any other agreement or document. In
     furtherance and not in limitation of the foregoing:

     (a)  The Trustee shall not be liable for any loss of interest or earnings
          sustained as a result of investments made hereunder in accordance with
          the terms hereof, including any liquidation of any investment of the
          Trust Assets prior to its maturity effected in order to make a payment
          required by the terms of this Trust Agreement;

     (b)  The Trustee shall be fully protected in relying in good faith upon any
          written certification, instruction, notice, direction, request,
          waiver, consent, receipt or other document that the Trustee reasonably
          believes to be genuine and duly authorized, executed and delivered;

     (c)  The Trustee shall not be liable for any error of judgment, or for any
          act done or omitted by it, or for any mistake in fact or law, or for
          anything that it may do or refrain from doing in connection herewith;
          provided, however, that notwithstanding any other provision in this
          Trust Agreement, the Trustee shall be liable for its willful
          misconduct or gross negligence;

     (d)  The Trustee may seek the advice of legal counsel selected with
          reasonable care (provided that the selection of such legal counsel
          shall require CAB's prior written consent, such consent not to be
          unreasonably withheld) in the event of any dispute or question as to
          the construction of any of the provisions of this Trust


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          Agreement or its duties hereunder, and it shall incur no liability and
          shall be fully protected in respect of any action taken, omitted or
          suffered by it in good faith in accordance with the opinion of such
          counsel;

     (e)  In the event that the Trustee shall in any instance, after seeking the
          advice of legal counsel pursuant to the immediately preceding clause,
          in good faith be uncertain as to its duties or rights hereunder, it
          shall be entitled to refrain from taking any action in that instance
          and its sole obligation, in addition to those of its duties hereunder
          as to which there is no such uncertainty, shall be to keep the
          property affected by such uncertainty safely held in trust until it
          shall be directed otherwise in writing by CAB and the Representative;
          provided, however, in the event that the Trustee has not received such
          written direction within thirty (30) days after requesting the same,
          it shall have the right to submit the issue to arbitration in
          accordance with Section 29 hereof; and

     (f)  The Trustee may execute any of its powers or responsibilities
          hereunder and exercise any rights hereunder either directly or by or
          through agents or attorneys selected with reasonable care. Nothing in
          this Trust Agreement shall be deemed to impose upon the Trustee any
          duty to qualify to do business or to act as fiduciary or otherwise in
          any jurisdiction other than the Republic of Panama and the Trustee
          shall not be responsible for and shall not be under a duty to examine
          into or pass upon the validity, binding effect, execution or
          sufficiency of this Trust Agreement or of any agreement amendatory or
          supplemental hereto.

     (g)  The Trustee shall issue, or shall cause a financial institution
          (including Banco General, S.A.) to issue, a letter or a bank guarantee
          confirming the availability of sufficient funds to settle the
          obligations derived from the OPA, as required by applicable securities
          legislation of the Republic of Panama.

12.  Cooperation. Settlor, CAB and Representative shall provide to the Trustee
     all instruments and documents within their respective powers to provide
     that are necessary for the Trustee to perform its duties and
     responsibilities hereunder.

13.  Fees and Expenses; Indemnity.

     (a)  Notwithstanding anything in this Section 13 to the contrary, the
          Trustee is authorized to deduct from earnings on the Trust Amount an
          acceptance fee of $10,000, and an annual fee of $15,000, both payable
          upon execution of this Trust Agreement. The annual fee will be payable
          thereafter on each anniversary of the execution of this Trust
          Agreement. The Trustee will charge a fee of $4 per check for payments
          to the Beneficiaries (as set forth in Section 3 hereof) and Settlor
          upon liquidation of the Trust. The Trustee also shall be entitled to
          receive reasonable and customary out-of-pocket expenses incurred in
          connection with the performance of its duties hereunder. The fees,
          costs and expenses described in this Section 13(a) shall be referred
          to herein as "FEES".


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     (b)  The Trustee is authorized to, and may disburse to itself from the
          earnings on the Trust Amount, from time to time, the amount of any
          Fees due and payable to it hereunder. If for any reason such earnings
          are insufficient to cover such Fees, CAB shall pay within the
          following thirty (30) days such amounts to make up such shortfall to
          Trustee upon the presentation of an itemized invoice. The Trustee
          shall notify CAB and Representative of any disbursement from the Trust
          Assets to itself in respect of any Fees under any provision of this
          Trust Agreement and shall furnish to CAB and Representative copies of
          all related invoices and other statements.

     (c)  Prior to the consummation or termination of the OPA, CAB shall be
          liable for and shall reimburse and indemnify Trustee (and any
          predecessor Trustee) and hold Trustee harmless from and against
          one-half (1/2) of any and all claims, losses, actions, liabilities,
          costs, damages or expenses (including reasonable attorneys' fees and
          expenses) arising from or in connection with Trustee's administration
          of, or performance of duties and obligations pursuant to, this Trust
          Agreement; provided, however, that notwithstanding the foregoing, CAB
          shall not be required to indemnify the Trustee for any such claims,
          losses, actions, liabilities, costs, damages or expenses caused by its
          own gross negligence or own willful misconduct. In addition, when the
          Trustee acts on any information, instructions or communications
          (including, but not limited to, communications with respect to the
          delivery of securities or the wire transfer of funds) sent by
          telephone, telex or facsimile, the Trustee, absent gross negligence or
          willful misconduct, shall not be responsible or liable in the event
          such communication is not an authorized or authentic communication or
          is not in the form CAB sent or intended to send (whether due to fraud,
          distortion or otherwise). The Trustee shall have the right to offset
          an amount equal to one-half (1/2) of any indemnifiable claims, losses,
          actions, liabilities, costs, damages or expenses described above
          against the Trust Assets.

     (d)  Settlor shall be liable for one hundred percent (100%) of all
          indemnifiable claims, losses, actions, liabilities, costs, damages or
          expenses described in Section 13(c) above after consummation of the
          OPA (including payment of the Certified Amount to the Paying Agent) or
          termination of the OPA, and the Trustee will have no right to offset
          any amount thereof against the Trust Assets.

     (e)  Notwithstanding anything in this Section 13 to the contrary, all of
          CAB's compensation, reimbursement and indemnification obligations set
          forth in this Section 13 shall be payable by CAB upon demand by the
          Trustee, and the failure of CAB to fund such obligations shall give
          rise to the right of the Trustee to offset any such unpaid amounts
          against payments otherwise due to CAB pursuant to this Trust
          Agreement. The obligations of CAB under this Section 13 shall survive
          any termination of this Trust Agreement and the resignation or removal
          of Trustee.


                                       10

<PAGE>


14.  Resignation and Removal of the Trustee.

     (a)  The Trustee may resign as such thirty (30) calendar days following the
          giving of written notice thereof to CAB and Representative. In
          addition, the Trustee may be removed and replaced on a date designated
          in a written instrument signed by CAB and Representative and delivered
          to the Trustee. In the case of either such resignation or removal, CAB
          and the Representative jointly shall appoint a branch or affiliate
          located in the Republic of Panama of one of HSBC, BNP Paribas or
          Citibank, N.A. as the successor Trustee. Notwithstanding the
          foregoing, no such resignation or removal shall be effective until a
          successor Trustee has acknowledged its appointment as such as provided
          in Section 14(c). In either event, upon the effective date of
          such resignation or removal, the Trustee shall deliver the
          property comprising the Trust Assets (net of any Fees due to the
          Trustee) to such successor Trustee, together with such records
          maintained by the Trustee in connection with its duties hereunder and
          other information with respect to the Trust Assets as such successor
          may reasonably request.

     (b)  If a successor Trustee shall not have acknowledged its appointment as
          such as provided in Section 14(c), in the case of a resignation, prior
          to the expiration of thirty (30) calendar days following the date of a
          notice of resignation or, in the case of a removal, on the date
          designated for the Trustee's removal, as the case may be, because CAB
          and Representative are unable to agree on a successor Trustee, or for
          any other reason, the successor Trustee shall be appointed from the
          first of HSBC, BNP Paribas and Citibank, N.A. (in such order) to
          acknowledge its appointment as such, and such appointment shall be
          binding upon all of the parties to this Trust Agreement.

     (c)  Upon written acknowledgment by a successor Trustee appointed in
          accordance with the foregoing provisions of this Section 14 of its
          agreement to serve as Trustee hereunder and the receipt of the
          property then comprising the Trust Assets, the Trustee shall be fully
          released and relieved of all duties, responsibilities and obligations
          under this Trust Agreement, subject to the provision contained in
          Section 11(c) and such successor Trustee shall for all purposes hereof
          be the Trustee.

15.  Notices.

     Any notices or another communication under this Trust Agreement, must be
given in writing and be (a) delivered to the address indicated hereinafter; (b)
transmitted by facsimile, provided that any notice given in this form must also
be sent by mail as provided in clause (c); or (c) sent by mail with 48 hour
delivery (courier), or by certified or registered mail, postage paid and receipt
confirmation requested as follows:

If to Settlor:

COCA COLA DE PANAMA CIA. EMBOTELLADORA, S.A.
Apartado 4411, Zona 5


                                       11

<PAGE>

Urbanizacion Industrial, Via Ricardo J. Alfaro
Panama, Republic of Panama
Attn: Joaquin J. Vallarino Jr.
Facsimile: 507-236-5727

with copies (which shall not constitute notice) to:

ARIAS, ALEMAN & MORA
Apartado 8799, Zona 5
Calle 50 y Calle 74, San Francisco
Edificio PH Interfinanzas, Piso 16
Panama, Republic of Panama
Attn: Alvaro Arias
Facsimile: 507-270-0174

and

ARIAS, FABREGA & FABREGA
Apartado 6307, Zona 5
Calle 50 y Calle 53, Marbella
Edificio PH 2000, Piso 16
Panama, Republic of Panama
Attn: Francisco Arias G.
Facsimile: 507-205-7001

If to the Trustee, to:

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier
Facsimile:  507-265-0291

If to the Representative, to:

FUNDACION PRO ACCIONISTAS MINORITARIOS DE COCA COLA DE PANAMA Y
CERVECERIAS BARU-PANAMA
c/o Arias, Fabrega & Fabrega
Apartado 6307, Zona 5
Calle 50 y Calle 53, Marbella
Edificio PH 2000, Piso 16
Panama, Republic of Panama
Attn: Alvaro Arias and Roberto R. Vallarino C., c/o Francisco Arias G.
Facsimile: 507-205-7001

with a copy (which shall not constitute notice) to:


                                       12

<PAGE>


ARIAS, FABREGA & FABREGA
Apartado 6307, Zona 5
Calle 50 y Calle 53, Marbella
Edificio PH 2000, Piso 16
Panama, Republic of Panama
Attn: Francisco Arias G.
Facsimile: 507-205-7001

If to CAB, addressed to:

CA BEVERAGES, INC.
c/o TAPIA, LINARES & ALFARO
P.O. Box 7412
Edificio Plaza 2000, 4th Floor
Avenida Gral. Nicanor A. de Obarrio (Calle 50)
Panama, Republic of Panama
Attn:  Eloy Alfaro / Mario E. Correa
Facsimile: (507) 263-5305

with copies (which shall not constitute notice) to:

HEINEKEN INTERNATIONAL B.V.
Tweede Weteringplantsoen 21
P.O. Box 28, 1000 AA
Amsterdam, Netherlands
Attn: Rene Hooft Graafland
Facsimile: +31-20-523-9790

PANAMCO L.L.C.
701 Waterford Way
Suite 800
Miami, FL  33126
Attn:  General Counsel
Facsimile:  (786) 388-8191

FABREGA BARSALLO MOLINO & MULINO
Omega Bldg., M Floor
Samuel Lewis Ave. & 53rd St.
P.O. Box 4493, Panama 5, Rep. of Panama
Attn: Juan Pablo Fabrega/Jose Raul Mulino
Facsimile: (507) 263-6983

and

TAPIA, LINARES & ALFARO
P.O. Box 7412
Edificio Plaza 2000, 4th Floor


                                       13

<PAGE>


Avenida Gral. Nicanor A. de Obarrio (Calle 50)
Panama, Republic of Panama
Attn: Eloy Alfaro / Mario E. Correa
Facsimile: (507) 263-5305

or to any other address or to any other person that any party has appointed in
last instance through a notice to the other party. Each one of the referred
notices or communications will be effective (i) if given by facsimile, when
transmitted to the corresponding number specified in (or according to) this
Section 15 and the sender device confirms sending and receipt; (ii) if sent by
48 hour delivery mail, two (2) working days and, if sent by certified or
registered mail, seven (7) working days after placed in the mail with first
class postage paid, addressed as previously explained; or (iii) if issued by any
other means, when actually received at the address mentioned.

16.  Bankruptcy of Settlor. In the event that there shall be filed by or against
     the Settlor in any court pursuant to the bankruptcy laws of Panama or any
     other similar foreign, federal or state law providing for bankruptcy,
     insolvency, receivership or protection from creditors (collectively, the
     "BANKRUPTCY LAWS"), a petition in bankruptcy or insolvency or for
     reorganization or for the appointment of a receiver or trustee of all or a
     portion of the assets of Settlor, Settlor will be deemed to have waived,
     and therefore will not assert, any and all rights, remedies and recourses
     under the Bankruptcy Laws with respect to the Trust Assets, and the Trust
     Assets shall continue to be administered pursuant to the terms of this
     Trust Agreement, irrespective of such filing.

17.  Severability. To the extent any provision of this Trust Agreement is
     prohibited by or invalid under applicable law, such provision shall be
     ineffective to the extent of such prohibition or invalidity, without
     invalidating the remainder of such provision or the remaining provisions of
     this Trust Agreement.

18.  Amendments, etc. This Trust Agreement may be amended or modified, and any
     of the terms hereof may be waived, only by a written instrument duly
     executed by or on behalf of all of the parties hereto. No waiver by any
     party of any term or condition contained in this Trust Agreement, in any
     one or more instances, shall be deemed to be or construed as a waiver of
     the same or any other term or condition of this Trust Agreement on any
     future occasion.

19.  Entire Agreement. This Trust Agreement constitutes the entire agreement
     between the parties relating to the holding, investment and disbursement of
     the Trust Assets and administration of the Trust Assets and sets forth in
     their entirety the obligations and duties of Trustee with respect to the
     Trust Assets; provided that any capitalized terms used but not defined
     herein shall have the meaning assigned to such terms in the Share
     Subscription Agreement.

20.  Binding Effect. All of the terms of this Trust Agreement, as amended from
     time to time, shall be binding upon, inure to the benefit of and be
     enforceable by the parties hereto, and their respective heirs, executors,
     administrators, successors and assigns.


                                       14

<PAGE>


21.  Representations and Warranties. CAB, Settlor and Representative each hereby
     represent and warrant (a) that this Trust Agreement has been duly
     authorized, executed and delivered on its behalf and constitutes its legal,
     valid and binding obligation and (b) that the execution, delivery and
     performance of this Trust Agreement by CAB, Settlor and Representative do
     not and will not violate any applicable law or regulation.

22.  Assignments. No party may assign any of its rights or obligations under
     this Trust Agreement without the prior written consent of the other
     parties, provided that no such consent shall be required for any such
     assignment by CAB to any of the Sponsors (as defined in the Share
     Subscription Agreement) or any direct or indirect subsidiary of the
     Sponsors.

23.  Execution in Counterparts; Facsimile Signatures. This Trust Agreement may
     be executed in two or more counterparts, which when so executed shall
     constitute one and the same agreement or direction. Facsimile signatures
     shall be treated as originals

24.  Governing Law. This Trust Agreement, the legal relations between the
     parties and any action, whether contractual or non-contractual, instituted
     by any party with respect to matters arising under or growing out of or in
     connection with or in respect of this Trust Agreement shall be governed and
     construed in accordance with the laws of the Republic of Panama without
     regard to conflicts of law or private international law rules.

25.  Domicile The parties choose as domicile for the Trust the city of Panama,
     Republic of Panama.

26.  Business Day. For all purposes of this Trust Agreement, the term "business
     day" shall mean a day other than Saturday, Sunday or any day on which banks
     located in the Republic of Panama are authorized or obligated to close.

27.  Headings. The headings used in this Trust Agreement have been inserted for
     convenience of reference only and do not define or limit the provisions
     hereof.

28.  Resident Agent of the Trust. In compliance with Section 9 of article 9, of
     Law No. 1 of 1984, the law firm Tapia Linares & Alfaro, with address at
     P.O. Box 7412, Edificio Plaza 2000, 4th Floor, Avenida Gral. Nicanor A. de
     Obarrio (Calle 50), Panama, Republic of Panama, is hereby appointed as the
     Resident Agent for this Trust.

29.  Arbitration. Any controversy, dispute or claim between the parties arising
     out of or related to this Trust Agreement, or the breach hereof, shall be
     finally settled under the Rules of Arbitration of the International Chamber
     of Commerce ("ICC"). The dispute shall be referred to arbitration before a
     panel of three arbitrators, one of whom shall be selected by CAB, one of
     whom shall be selected by Representative and the remaining arbitrator to be
     mutually selected by the other two arbitrators, provided that if the amount
     in controversy is less than US$250,000, there shall be one arbitrator
     appointed as provided in the rules of the ICC. Each arbitrator shall be
     fully bi-lingual in English and Spanish and is qualified to practice law in
     a civil law jurisdiction. Any such arbitration shall be conducted in Panama
     City, Republic of Panama. The arbitrators shall have the power to decide on
     its own subject matter jurisdiction. The award rendered by the


                                       15

<PAGE>


     arbitrator(s) shall be at law (and not in equity), shall be subject to the
     limitations on liability provided in this Trust Agreement and shall be
     final, and judgment may be entered upon it in accordance with law in any
     court having jurisdiction thereof. The parties waive, to the fullest extent
     permitted by applicable law, and agree not to invoke or exercise, any
     rights to appeal, review or impugn such decision or award by any court or
     tribunal. Any party shall be entitled to seek interim measures of
     protection in the form of pre-award attachment of assets or injunctive
     relief. It is understood and agreed that money damages would not be a
     sufficient remedy for any breach of this Trust Agreement and that the
     parties hereto shall be entitled to specific performance and injunctive or
     other equitable relief as a remedy for any such breach and the parties
     further agree to waive any requirement for the security or posting of any
     bond in connection with such remedy. Such remedy shall not be deemed to be
     the exclusive remedy for breach of this Trust Agreement but shall be in
     addition to all other remedies available at law or equity to CAB. At any
     hearing of oral evidence, each party shall have the right to present and
     examine its witnesses and to cross-examine the witnesses of the other party
     and each party shall have the right to conduct reasonable discovery of the
     other party.

30.  Language. This Trust Agreement has been negotiated and executed in English.
     The parties acknowledge that a translation into Spanish may be required for
     purposes of filings with governmental authorities; in such case, the
     parties shall agree on Spanish translation by initialing the same. The
     parties agree that, in case of conflict between the English and Spanish
     translations of this Trust Agreement, the English version shall govern.

31.  No Third Party Beneficiaries. Notwithstanding anything herein to the
     contrary, this Trust Agreement is not intended to confer upon any person
     other than the parties hereto any rights or remedies hereunder.



                                       16

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be executed in New York, New York, USA, as of the date first above written.



                                       "SETTLOR"

                                       COCA COLA DE PANAMA COMPANIA
                                       EMBOTELLADORA, S.A.,


                                       By:
                                           /s/ Roberto Ramon Vallarino Cox
                                           ------------------------------------
                                           Name:  Roberto Ramon Vallarino Cox
                                           Title: Vice President and Director



                                       "TRUSTEE"


                                       BANCO GENERAL, S.A.


                                       By:
                                           /s/ Jean-Pierre Leignadier
                                           ---------------------------------
                                           Name:  Jean-Pierre Leignadier
                                           Title: Attorney-in-Fact



                                       "REPRESENTATIVE"


                                       FUNDACION PRO ACCIONISTAS MINORITARIOS
                                       DE COCA COLA DE PANAMA Y CERVECERIAS
                                       BARU-PANAMA



                                       By:
                                           /s/ Alvaro Arias
                                           ---------------------------------

                                       By:
                                           /s/ Roberto Ramon Vallarino Cox
                                           ---------------------------------
                                           Name:  Alvaro Arias
                                                  Roberto Ramon Vallarino Cox
                                           Title: Authorized Representatives


<PAGE>



                                  "CAB"


                                  CA BEVERAGES, INC.


                                  By:
                                      /s/ Han de Goederen
                                      --------------------------------------
                                      Name:  Han de Goederen
                                      Title: President


                                  TAPIA LINARES & ALFARO,
                                  as Resident Agent of the Trust Agreement


                                  By:
                                     /s/ Eloy Alfaro de Alba
                                     --------------------------------------
                                     Name: Eloy Alfaro de Alba





<PAGE>



                                    EXHIBIT A

                           FORM OF INSTRUCTION LETTER

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned Coca Cola de Panama Compania Embotelladora, S.A.
("Settlor"), pursuant to the Trust Agreement - Coca Cola Holdback Trust, dated
as of October 2, 2002, among Settlor, CA Beverages, Inc., Fundacion Pro
Accionistas Minoritarios de Coca Cola de Panama y Cervecerias Baru-Panama, as
Representative, and you (terms defined in said Trust Agreement have the same
meanings when used herein), hereby irrevocably instructs you to credit the funds
in the sum of US$________________, transferred to you from our account number
03-01-01-012584-0 to the trust in accordance with the terms of said Trust
Agreement.

                                  COCA COLA DE PANAMA COMPANIA
                                  EMBOTELLADORA, S.A.,


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________







<PAGE>



                                    EXHIBIT B

                           CERTIFICATE OF INSTRUCTION

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA Beverages, Inc. ("CAB"), pursuant to Section
[8.1(b)][8.2(b)] of the Trust Agreement - Coca Cola Holdback Trust, dated as of
October 2, 2002, among CAB, Coca Cola de Panama Compania Embotelladora, S.A.,
Fundacion Pro Accionistas Minoritarios de Coca Cola de Panama y Cervecerias
Baru-Panama, as Representative (the "Representative"), and you (terms defined in
said Trust Agreement have the same meanings when used herein), hereby:

     (a)  certifies that (i) CAB has sent to the Representative a notice of Loss
          under Section [8.1(a)][8.2(a)] of the Trust Agreement, a copy of which
          is attached hereto, and (ii) the amount of $________________________
          (the "[Lawsuit] Owed Amount") is payable to CAB by reason of the
          matter described in such notice to Representative; and

     (b)  instructs you to pay to CAB from the Trust Assets in accordance with
          the terms of Section [8.1(d)][8.2(c)] of the Trust Agreement the
          [Lawsuit] Owed Amount, by wire transfer of immediately available funds
          to CAB's account at ________________________,
          ________________________, ______________, ______________ (Account
          No.________________________).



                                  CA BEVERAGES, INC.


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated:  __________, _____



<PAGE>



                                    EXHIBIT C

                             RESOLUTION CERTIFICATE

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA Beverages, Inc. ("CAB"), and Fundacion Pro Accionistas
Minoritarios de Coca Cola de Panama y Cervecerias Baru-Panama, as Representative
(the "Representative"), pursuant to Section 8.1(c) of the Trust Agreement - Coca
Cola Holdback Trust, dated as of October 2, 2002, among CAB, Coca Cola de Panama
Compania Embotelladora de Panama, S.A., the Representative, and you (terms
defined in said Trust Agreement have the same meanings when used herein),
hereby:

     (a)  certify that CAB and Representative have, after further discussion of
          the matter described in the Certificate of Instruction dated
          ____________________ agreed upon an Owed Amount different from the
          amount specified in the Certificate of Instruction. Accordingly, the
          final Owed Amount with respect to the matter described in such
          Certificate is $______________;

     (b)  instruct you to pay to CAB from the Trust Assets the final Owed Amount
          referred to in paragraph (a) above, by wire transfer of immediately
          available funds to CAB's account at _______________, _______________,
          (Account No.: _____), within two business days of your receipt of this
          Certificate; and

     (c)  agree that the Owed Amount designated in such Certificate of
          Instruction, to the extent, if any, it exceeds the final Owed Amount
          referred to in paragraph (a) above, shall be deemed not payable to CAB
          and such Certificate of Instruction is hereby cancelled.

                                  CA BEVERAGES, INC.


                                  By:___________________________________________
                                  Name:_________________________________________
                                                [Please Print]


<PAGE>



                                  FUNDACION PRO ACCIONISTAS MINORITARIOS DE COCA
                                  COLA DE PANAMA Y CERVECERIAS BARU-PANAMA


                                  By:___________________________________________
                                  Name:_________________________________________
                                                [Please Print]



<PAGE>



                                   EXHIBIT D-1

                           NOTICE OF EARLY TERMINATION


To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA BEVERAGES, INC. ("CAB"), pursuant to Section 10 of the
Trust Agreement - Coca Cola Holdback Trust, dated as of October 2, 2002, among
CAB, Coca Cola de Panama Compania Embotelladora de Panama, S.A. (the "Settlor"),
Fundacion Pro Accionistas Minoritarios de Coca Cola de Panama y Cervecerias
Baru-Panama, as Representative (the "Representative"), and you (terms defined in
said Trust Agreement have the same meanings when used herein), hereby:

     (a)  certifies that CAB has exercised its option under Section 5.9 of the
          Share Subscription Agreement during the Unconditional Period (as
          defined therein) to rescind the sale of the Shares;

     (b)  irrevocably instructs you to pay to CAB the full amount of the Trust
          Assets on behalf of the Settlor as full consideration for the
          repurchase of the Shares in accordance with the terms of Section 5.9
          of the Share Subscription Agreement, by wire transfer of immediately
          available funds to CAB's account at ________________________,
          ________________________, ______________, ______________ (Account
          No.________________________); and

     (c)  encloses a copy of (i) the Notice of Early Termination delivered
          pursuant to Section 10 of the Trust Agreement - Coca Cola OPA Trust,
          dated as of October 2, 2002 among CAB, the Settlor, the Representative
          and you and (ii) the certificate representing the Shares duly endorsed
          by us in blank.

                                  CA BEVERAGES, INC.


                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

Dated:  __________, _____

           [a copy of this notice is to be remitted to Representative]



<PAGE>



                                   EXHIBIT D-2

                           NOTICE OF EARLY TERMINATION

To

BANCO GENERAL, S.A.
APDO. 4592 Panama 5, Republic of Panama
Calle Aquilino de la Guardia y Avenida 5ta B Sur
Torre Banco General
Attn: Jean Pierre Leignadier

as Trustee

     The undersigned, CA BEVERAGES, INC. ("CAB") and Fundacion Pro Accionistas
Minoritarios de Coca Cola de Panama y Cervecerias Baru-Panama, as Representative
( the "Representative"), pursuant to Section 10 of the Trust Agreement - Coca
Cola Holdback Trust, dated as of October 2, 2002, CAB, Coca Cola de Panama
Compania Embotelladora de Panama, S.A. (the "Settlor"), Representative, and you
(terms defined in said Trust Agreement have the same meanings when used herein),
hereby:

     (a)  certify that CAB, with the unanimous approval of all of the members of
          Board of Directors of Settlor and the approval of Representative, has
          exercised its option under Section 5.9 of the Share Subscription
          Agreement outside of the Unconditional Period to rescind the sale of
          the Shares;

     (b)  irrevocably instruct you to pay to CAB the full amount of the Trust
          Assets on behalf of the Settlor as full consideration for the
          repurchase of the Shares in accordance with the terms of Section 5.9
          of the Share Subscription Agreement, by wire transfer of immediately
          available funds to CAB's account at ________________________,
          ________________________, ______________, ______________ (Account
          No.________________________); and

     (c)  encloses a copy of (i) the Notice of Early Termination delivered
          pursuant to Section 10 of the Trust Agreement - Coca Cola OPA Trust,
          dated as of October 2, 2002 among CAB, the Settlor, the Representative
          and you and (ii) the certificate representing the Shares duly endorsed
          by us in blank.



                                  CA BEVERAGES, INC.



                                  By:___________________________________________
                                  Name:_________________________________________
                                                [Please Print]


<PAGE>


                                  FUNDACION PRO ACCIONISTAS MINORITARIOS DE COCA
                                  COLA DE PANAMA Y CERVECERIAS BARU-PANAMA


                                  By:___________________________________________
                                  Name:_________________________________________
                                                [Please Print]