EXHIBIT 10.35



                        -- Panamco / EDS Confidential --







                        Customer's Outsourcing Agreement








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I.     PREAMBLE

     This Customer's Outsourcing Agreement (the "AGREEMENT"), dated to be
effective as of December 1, 2000 (the "COMMENCEMENT DATE") is entered by and
among Spal Industria Brasilera de Bebidas, S.A., duly organized under the laws
of Brazil, registered with the Brazilian Registry of Legal Entities (CNPJ)
n(0) 61.186.888/0001-93, duly represented by its statutory directors and with
its principal office at Av. Engenherio Alberto de Zagottis 352, Sao Paulo,
Brazil (the "CUSTOMER"), and Electronic Data Systems do Brasil Ltda., duly
organized under the laws of Brazil, registered with the Brazilian Registry of
Legal Entities (CNPJ) n(0) 53.710.331/0001-81, duly represented by its
President and with its principal office at Av. Juscelino Kubitschek, 1830,
Tower 4, 5(0) andar, Sao Paulo, State of Sao Paulo, Brazil, (the "VENDOR").

     Whereas Electronic Data Systems Corporation ("EDS") and The Coca-Cola
Company ("TCCC") have entered into a Master Outsourcing Agreement dated as of
the 18 day of June, 1999, ("MASTER OUTSOURCING AGREEMENT"), a copy of which
is attached hereto as Schedule M, which provides that a Customer (as that term
is defined in the Master Outsourcing Agreement) may, upon the execution of a
Customer's Outsourcing Agreement (as that term is defined in the Master
Outsourcing Agreement), outsource various technical information services to an
EDS affiliate upon the terms and conditions set forth in the Master
Outsourcing Agreement as supplemented or modified by this Agreement;

     Whereas the Customer wishes to outsource various technical information
services to the Vendor on the terms and conditions set forth in the Master
Outsourcing Agreement, as supplemented or modified by this Agreement;

     Whereas the Vendor is capable of providing the technical information
services required by this Agreement to be provided by Vendor to the Customer;

     Now THEREFORE in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties agree as follows:

     A.   General

          1.   As of the Commencement Date all of the terms and conditions set
               forth in the Master Outsourcing Agreement as supplemented or
               modified by this Agreement, including all exhibits and
               appendixes, shall be binding and enforceable between the
               Customer and the Vendor.

               a.   The defined terms used in this Customer's Outsourcing
                    Agreement shall have the same meaning given to them in the
                    Master Outsourcing Agreement, including all exhibits and
                    appendixes thereto. Changes or amendments to the Master
                    Outsourcing Agreement made subsequent to the date hereof
                    shall only be effective for this Agreement if Customer and
                    Vendor hereto have so explicitly agreed in writing.

               b.   The Customer and the Vendor agree that they have both read
                    and do understand the Master Outsourcing Agreement,
                    including all exhibits and appendixes thereto.

               c.   Any reference to "Customer" herein shall include TCCC, its
                    divisions and subsidiaries and all entities directly or
                    indirectly involved in the manufacture or wholesale


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                    distribution of TCCC products, provided that any such entity
                    shares information services with the Customer during the
                    Customer's Outsourcing Agreement Term.

          2.   This Customer's Outsourcing Agreement shall supersede all
               previous agreements and arrangements, written or oral, between
               the parties on the subject matter hereof.

     B.   Definitions

          In addition to the definitions in the Master Outsourcing Agreement,
          the following definitions are applicable to this Agreement.

          1.   "CONTRACT YEAR" shall mean a twelve (12) consecutive month period
               beginning at the Commencement Date and ending at midnight on the
               day before the anniversary of the Commencement Date in each
               subsequent year.

          2.   "DESKTOP SERVICES" are that portion of the Baseline Services
               described as Desktop Services in Schedule B.

          3.   "HAND HELD TERMINALS" are the mobile computing terminals
               generally used by the Customer sales force to take orders,
               process invoices, perform sales settlements on delivery routes
               and perform inventory control and in use by the Customer sales
               force.

          4.   "HAND HELD SERVICES" are that portion of the Baseline Services
               described as Hand Held Services in Schedule B.

          5.   "INTERNATIONAL TELECOMMUNICATIONS NETWORK MANAGEMENT SERVICES"
               means the provision by Vendor, through duly licensed
               telecommunications carriers, and management by Vendor in
               accordance with the Telecommunications Management Services
               described in Schedule B, of an international telecommunication
               network connecting the Vendor Mexico City Data Center with
               Customer premises in Sao Paulo, Brazil for use in delivery and
               use of the Help Desk Services and Midrange Services.

          6.   "KEY SYSTEMS" are those systems identified as Key Systems on
               Schedule E-IV-C, made available through the Centralized Services.

          7.   "LATIN AMERICA AGREEMENTS" are, collectively, this Customer's
               Outsourcing Agreement together with the other seven Customer's
               Outsourcing Agreements entered by and between affiliates of
               Vendor and affiliates of Customer, each dated to be effective as
               of December 1, 2000 and each incorporating the Master Agreement
               with such additions and revisions as stated in such Customer's
               Outsourcing Agreements, providing collectively for services to be
               provided by Vendor and the affiliates of Vendor to Customer and
               the affiliates of Customer in each of the following countries:
               Mexico, the United States, Brazil, Costa Rica (and Panama),
               Guatemala, Nicaragua, Colombia and Venezuela.

          8.   "MIDRANGE SERVICES" are that portion of the Baseline Services
               described as Midrange Services in Schedule B.

          9.   "NETWORK MANAGEMENT SERVICES" are that portion of the Baseline
               Services described as Network Management Services in Schedule B.


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          10.  "PROJECT MANAGEMENT SERVICES" are that portion of the Baseline
               Services described as Project Management Services in Schedule
               B.

          11.  "TELECOMMUNICATIONS MANAGEMENT SERVICES" are that portion of
               the Baseline Services described as Telecommunications
               Management Services in Schedule B.

     C.   Application of the Master Outsourcing Agreement

          With reference to the below sections of the Master Outsourcing
          Agreement, the parties to this Agreement have agreed to the
          following particular terms and conditions:

II.    TERM

     A.   Initial (2.03)

          The initial term of this Agreement shall commence on the
          Commencement Date and shall continue until midnight on the fifth
          anniversary of the Commencement Date, unless terminated earlier
          pursuant to Section 18 of the Master Outsourcing Agreement (the
          "INITIAL TERM").

III.   PROVISION OF SERVICES

     A.   Description of Services (3.01)

          The Baseline Services for this Agreement are described in Schedule B,
          except for those portions of such Schedule B which refer expressly to
          Services to be provided in another country other than Brazil, or in
          some cases are identified specifically by reference to Brazil .

          Schedule B describes generally the Baseline Services to be provided
          by Vendor and affiliates of Vendor to Customer and affiliates of
          Customer pursuant to the Latin America Agreements, and is being
          attached and incorporated in substantially the same form to each of
          the Latin America Agreements. It is acknowledged, however, that the
          International Telecommunications Network Management Services, the
          Midrange Services and the Help Desk Services described in Schedule B
          shall not be provided by Vendor or paid for by Customer pursuant to
          this Agreement, but rather shall be available to Customer because
          they shall be performed by an affiliate of Vendor operating in
          Mexico and paid for by an affiliate of Customer operating in Mexico
          pursuant to a different Latin America Agreement, and made available
          to Customer by its affiliate on a shared use basis. Similarly, the
          Project Management Services described in Schedule B shall not be
          provided by Vendor or paid for by Customer pursuant to this
          Agreement, but rather shall be available to Customer because they
          shall be performed by an affiliate of Vendor operating in the United
          States and paid for by an affiliate of Customer operating in the
          United States pursuant to a different Latin America Agreement, and
          made available to Customer by its affiliate on a shared use basis.
          It is therefore agreed that any change in the terms of such Latin
          America Agreements pertaining to Mexico and the United States, as
          indicated, may affect the actual availability to Customer of the
          International Telecommunications Network Management, Midrange, Help
          Desk and Project Management Services provided pursuant thereto, and
          that such terms may be changed by the parties to such agreements
          without the consent and approval of Customer or Vendor, and powers
          of attorney are granted hereby by each of Customer and Vendor to its
          respective affiliates in Mexico and the United States to evidence
          that any such changes made by


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          them shall be binding for this purpose on Customer and Vendor
          respectively Brazil. It is also agreed that notwithstanding anything
          to the contrary provided in this Agreement and its Schedules, Vendor
          shall have no liability or responsibility to Customer under this
          Agreement with respect to any delay or failure in the Service,
          including failure to achieve any Service Level, with respect to the
          International Telecommunications Network Management, Midrange, Help
          Desk and Project Management Services. Any such delay or failure in
          the International Telecommunications Network Management, Midrange,
          Help Desk, or Project Management Services shall be addressed solely
          in accordance with the terms of the Latin America Agreements
          pursuant to which such Services are provided and paid for by the
          affiliates of Customer and Vendor.

          In the event that the Latin America Agreement relating to services
          to be provided by an affiliate of Vendor to an affiliate of Customer
          in Mexico shall expire or terminate for any reason prior to the
          expiration or termination of this Agreement, Customer agrees to
          accept directly from the affiliate of Vendor providing such services
          in Mexico such International Telecommunications Network Management,
          Midrange and Help Desk Services, and to pay such affiliate of Vendor
          Customer's proportionate share of usage (as allocated collectively
          by Customer and the affiliates of Customer to account for the total
          and communicated by written notice to Vendor and such affiliate of
          Vendor) on a monthly basis of the fees payable to such affiliate of
          Vendor for such International Telecommunications Network Management,
          Midrange and Help Desk Services under such Latin America Agreement
          on the date of its termination or expiration. Such fees payable
          under such Latin America Agreement shall be grossed up to cover the
          amount of any taxes required to be paid by any applicable law with
          respect to such amounts due from Customer to such affiliate of
          Vendor; the payment of such taxes being the obligation of Customer.
          The parties hereto shall use their best efforts to agree on a
          mutually satisfactory business arrangement to resolve the situation
          in a different manner, and for that purpose Customer shall meet with
          the affiliates of Customer and with Vendor and the affiliates of
          Vendor party to all then continuing Latin America Agreements to
          discuss and negotiate in good faith a different arrangement designed
          to allow continued access to and use of the International
          Telecommunications Network Management, Midrange and Help Desk
          Services by Customer and the affiliates of Customer in a manner and
          on terms mutually acceptable to all. It is understood that the
          obligations of Customer under this paragraph may be enforced by the
          affiliate of Vendor entitled to provide and receive payment for such
          International Telecommunications Network Management, Help Desk and
          Midrange Services as a third party beneficiary.

IV.    DATA CENTERS

     A.   Data Center Location (4.01)

          From the Commencement Date, Vendor shall deliver the Midrange
          Services from the Customer Data Centers located at Sao Paulo, Brazil
          until completion of the Services described in the Transition Plan.
          Following completion of such Services described in the Transition
          Plan, an affiliate of Vendor shall deliver the Midrange Services
          from a data center operated by it and located in Mexico City (the
          "VENDOR MEXICO CITY DATA CENTER").

     B.   Improvements. (4.04)

          Improvements to Customer's facilities that would constitute
          "fixtures" will become the Customer's property and will be performed
          at Customer expense.


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V.     PERFORMANCE STANDARDS

     A.   Description of Performance Standards (5.02 and 8.02)

          The Performance Standards and Service Levels to be applicable with
          respect to this Agreement, and the applicability of the same during
          the Transition Period, shall be as defined in Schedule E to this
          Agreement. The credits that may be applicable in the event of any
          failure by Vendor to achieve the Critical Service Levels with
          respect to this Agreement shall be those identified by reference to
          Brazil in such Schedule E.

     B.   Adjustment of Service Levels (5.04)

          Periodic adjustments of Service Levels and governing rules are
          described in Schedule E to this Agreement.

     C.   Measurement and Monitoring (5.05)

          Measurement and monitoring of Service Level performance are
          described in Schedule E to this Agreement.

VI.    PROJECT TEAM

     A.   Customer Project Manager (6.02)

          The Customer Project Manager appointed as of the Commencement Date
          is Rubens Padalino.

     B.   Vendor Project Manager (6.03)

          The Vendor Project Manager (also referred to as the "CLIENT DELIVERY
          EXECUTIVE" or the "CDE") appointed as of the Commencement Date is
          Enrique Garcia.

     C.   Project Staff (6.06)

          Key Staff Members are defined by reference to Brazil in Schedule G
          to this Agreement. Notwithstanding the terms of the Master
          Agreement, (i) members of the Project Staff formerly employed by
          Customer shall be considered to be Key Staff Members only if so
          defined on Schedule G, and (ii) Vendor shall not reassign or replace
          any such individual during the initial five (5) year term of this
          Agreement except in those circumstances described in Section 6.06(b)
          of the Master Outsourcing Agreement.

     D.   Contractors and Subcontractors (6.07)

          Vendor contractors and subcontractors approved by Customer as of the
          Commencement Date are identified on Schedule L to this Agreement.

     E.   Right to Hire (6.11)


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          It is recognized that the right of Customer to hire Vendor Personnel
          during the Termination Assistance Period recognized by Section 6.11 of
          the Master Outsourcing Agreement shall not include any right of
          Customer to hire the Vendor Project Manager.

VII.   OTHER VENDOR RESPONSIBILITIES

     A.   Reports (7.03)

          Reports to be prepared periodically by Vendor are described in
          Exhibit G of Schedule B to this Agreement.

     B.   Change Control Procedures (7.02)

          The first draft of the Change Control Procedures to be applicable
          for purposes of this Agreement shall be prepared by Vendor within
          ninety (90) days of the Commencement Date and the parties shall use
          their best efforts to have such Change Control Procedures agreed and
          included in the Policy and Procedures Manual within one hundred
          twenty (120) days of the Commencement Date.

     C.   Consents (7.04)

          Customer shall have the obligation to obtain, and to pay for costs
          associated with obtaining, required consents and approvals as
          described in Section 7.04 of the Master Outsourcing Agreement,
          including those specifically identified on Schedule N to this
          Agreement.

     D.   Disaster Recovery Plan (7.11)

          Arrangements for restoration and continued provision of the
          Midrange, Network Management, and Help Desk Services (the
          "CENTRALIZED SERVICES") in the event of a disaster, or force majeure
          event, shall be addressed in a Disaster Recovery Plan which shall be
          developed by Vendor within one hundred eighty (180) calendar days
          following the Commencement Date and subsequently implemented by
          Vendor following completion of the Services described in the
          Transition Plan. Such Disaster Recovery Plan shall be designed to
          allow for (i) restoration of the Key Systems provided through the
          Centralized Services to be completed within forty eight (48) hours
          and (ii) restoration of other Services to be provided by Vendor
          within sixty (60) days, in each case following the declaration of
          the occurrence of a disaster that inhibits the Vendor of providing
          the Services. Such declaration shall be automatic if, at any time,
          the Services are interrupted and not completely restorable in 24
          hours from the occurrence of the event causing the outage.

VIII.  TRANSITION TO VENDOR

     A.   Transition Plan (8.01)

          The Transition Period shall begin with the Commencement Date and
          shall be completed on or before the first anniversary of such date
          in accordance with the Transition Plan defined and attached in
          Schedule H to this Agreement.

     B.   Transitioned Customer Employees (8.03)


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          Certain Customer employees as are listed in Schedule J (the
          "TRANSITIONING EMPLOYEES") may be offered employment with the Vendor
          subject to employment policies of Vendor and the terms as set forth
          in Schedule J. The Transitioning Employees who accept an offer of
          employment with the Vendor will become employees of Vendor, and
          shall commence such employment with Vendor on the date set forth in
          Schedule J (such date being referred to as the "EMPLOYEE TRANSITION
          DATE"). For each Transitioning Employee hired by Vendor, Customer's
          obligations to continue to pay wages, provide benefits and make
          employee contributions shall terminate as of the Employee Transition
          Date except to the extent otherwise provided in Schedule J. Within
          forty five (45) days following the Commencement Date, Vendor shall
          deliver to Customer a written list of all Transitioning Employees
          who accepted an offer of employment with the Vendor, and Customer
          shall acknowledge receipt of such list. Thereafter, upon the request
          of either party, Customer and Vendor shall amend Schedule J by
          mutual written agreement to substitute (i) the list of Transitioning
          Employees hired by Vendor, for (ii) the list of Transitioning
          Employees qualified to receive an offer of employment from Vendor
          included in Schedule J on the Commencement Date.

IX.    EQUIPMENT, SOFTWARE, AND PROPRIETARY RIGHTS (9.01, 9.02, 9.07)

     A.   Equipment

          The equipment that will be used by the Vendor to provide and perform
          the Services is listed by reference to Brazil in Schedule I, the
          Resource Control Log, attached to this Agreement, and shall be
          provided by Customer or Vendor and replaced or refreshed as
          described in such Schedule B.

          In the event that any of such equipment used in providing the Midrange
          Services is no longer needed for use in providing such Services
          pursuant to this Agreement, if so requested by Customer in accordance
          with the procedure discussed below, it shall be the responsibility of
          Vendor to sell or otherwise dispose of such equipment on behalf of
          Customer, using good faith efforts to sell such equipment for its fair
          market value. Upon notice that disposal of any such equipment is
          necessary, Vendor shall prepare and provide to Customer estimates of
          both the then current fair market value of the equipment in question
          and the anticipated expenses of sale or other disposal. Within a
          reasonable time after receiving such estimates, Customer shall provide
          written notice to Vendor of its election as to whether Vendor should
          proceed to dispose of the equipment in the manner contemplated by the
          Vendor estimates. The proceeds of any such sale shall be first applied
          to pay the reasonable expenses incurred by Vendor in completing such
          sale or other disposal, and the remainder, if any, shall be paid by
          Vendor to Customer. If the expenses of such sale or other disposition
          by Vendor exceed the proceeds, Customer shall reimburse the difference
          to Vendor.

          In the event that any personal computers or Hand Held Terminals for
          which Services are provided by Vendor pursuant to this Agreement are
          replaced or otherwise not needed for use by Customer, upon the
          request of Customer it shall be the responsibility of Vendor to (i)
          first erase and overwrite the disc storage and memory of each such
          device in a manner designed to assure that matters stored thereon
          cannot be recovered, and (ii) then to sell or otherwise dispose of
          such devices in a manner determined most appropriate by Vendor. All
          expenses and all proceeds relating to or arising from such erasure
          and overwriting and the sale or other disposal of such devices by
          Vendor shall be for the account of Vendor.


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     B.   Customer Software

          Schedule I, by reference to Brazil, contains a list of all the
          Customer Software applicable hereto .

     C.   Vendor Software

          Schedule I, by reference to Brazil, contains a list of all the
          Vendor Software applicable hereto.

     D.   Source Code and Back-up Tapes

          Vendor shall maintain copies of the Back-Up Tapes for the following
          time periods:

          For Midrange databases, Back-Up Tapes shall be required with respect
          to each calendar month and each calendar year, and such Back-Up
          Tapes shall be maintained for not less than six (6) years from date
          of creation.

     E.   Third Party Software

          Schedule I, by reference to Brazil, contains a list of all the Third
          Party Software anticipated to be used by Vendor in providing the
          Baseline Services as of the Commencement Date. The additional
          information with respect to such Third Party Software as required by
          Section 9.09 (a) of the Master Outsourcing Agreement shall be
          provided by Vendor to Customer within one hundred twenty (120) days.

X.        RESOURCING AND AGGREGATE LIMITATIONS (10.01)

          To the extent that Customer obtains from third parties, or provides
          to itself, any of the Services in accordance with Section 10.01 of
          the Master Outsourcing Agreement, the amounts to be paid to Vendor
          by Customer will be adjusted according to the mechanism set forth in
          Schedule F (and, if appropriate, the Global Pricing Exhibit of the
          Master Agreement), and any equipment, software or service contracts
          owned or leased by Vendor for use in providing the Services and no
          longer needed by Vendor as a result of such reduction in Services by
          Customer shall be sold or assigned to or at the direction of
          Customer as provided in Article XIV.B of this Agreement below as
          applicable in the event of a termination of this Agreement.

XI.       THIRD PARTY SERVICE CONTRACTS (10.03)

          The Vendor shall have access to and use of all of the third party
          services governed by the Third Party Service Contracts described in
          Part I of Schedule K to this Agreement. The Vendor shall have
          financial responsibility to reimburse Customer for the regular monthly
          charges with respect to, but shall not assume, those Third Party
          Service Contracts described by reference to Brazil in Part II of
          Schedule K to this Agreement.

XII.   INSURANCE (12.01)

           It is agreed  that the  requirements  of Section  12.01 of the Master
           Outsourcing  Agreement  shall be  satisfied  by EDS  maintaining  the
           insurance  described  therein  throughout the term of this Agreement,
           with  the   endorsements   required  by  Section   12.01(b)  and  the
           certificates  and notices  required by Section  12.01(c)  provided to
           Administracion S.A. de C.V., an affiliate of Customer organized under
           the laws of Mexico for the benefit  collectively of Customer and each
           of the affiliates of Customer party to a Latin America Agreement.


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XIII. PAYMENT TO VENDOR (13.01, 13.03, 13.12, 13.14)

     A.   Baseline Service Fees

          Baseline Service Fees and the Baseline Resources included in such
          Fees are defined in Schedule F to the Agreement. In those instances
          where fees or amounts with respect to more than one country are
          indicated on such Schedule F, the fees and amounts applicable to
          this Agreement shall be those identified by reference to Brazil.
          Such Baseline Service Fees are not calculated on a "cost-plus" basis
          as anticipated by the Global Pricing Exhibit attached to and part of
          the Master Agreement, and therefore shall not be subject to the
          Global Volume Discounts as described in such Global Pricing Exhibit.

     B.   Retained and Pass Through Expenses

          Retained and Pass Through Expenses are defined in Schedule F to the
          Agreement.

     C.   Incidental and Other Charges

          Each of Customer and Vendor shall be responsible for the incidental
          expenses that may be incurred by Vendor as provided in Schedule F to
          this Agreement.

     D.   Increase or Reduction in Fees

          Customer shall pay Additional Volume Charges (also referred to as
          "ARCs" or "AVCs") and be entitled to receive Reduced Volume Credits
          (also referred to as "RRCs" or RVCs") as defined in Schedule F to
          this Agreement.

          Each of Customer and Vendor acknowledge that the fees payable under
          this Agreement for any New Services that are Inscope Infrastructure
          Services shall be based upon the Global Pricing Exhibit attached to
          and part of the Master Agreement, if other New Service Fees are not
          agreed by Vendor and Customer in accordance with Section 3.02 of the
          Master Outsourcing Agreement.

     E.   Payment Schedule

          1.   Start-up

               Vendor shall invoice One-time Transition Charges as described
               on Schedule F to this Agreement. In the event of a termination
               for convenience by Customer in accordance with Section 18.01(b)
               of the Master Outsourcing Agreement, any such Transition
               Charges as yet unpaid by Customer shall be considered to be
               among the capital investments to be paid by Customer to Vendor
               as a termination fee.

          2.   Monthly Service Charges

               Monthly Service Charges shall be invoiced in arrears. This
               means that each month's Services will be invoiced on the first
               day of each month and Customer will pay undisputed charges not
               more than 30 days after receipt of the invoice.


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          3.   ARC/RRCs

               Vendor will provide an invoice for variable charges, with
               appropriate back-up detail, and shall endeavor to provide such
               invoice in the month following the month in which the charges
               were incurred. Customer will pay undisputed charges not more
               than 30 days after receipt of the invoice.

     F.   Adjustment to Charges

          1.   Payment Currency.

               All charges and sums due to the Vendor under this Agreement are
               specified in this Agreement in either United States Dollars
               ("DOLLARS") or the Brazilian Real ("LOCAL CURRENCY"). The
               parties acknowledge, however, that to the extent required by
               applicable law of Brazil , the amounts specified here in
               Dollars may be paid by Customer to Vendor in Local Currency. If
               Customer elects or is required to make any such payment in
               Local Currency rather than Dollars, the parties agree that the
               rate of exchange used to convert the amounts due from Dollars
               to Local Currency shall be the rate at which the central bank
               in Brazil through the SISBACEN, under the PTAX800, option 5,
               publicly offers to sell Dollars for Local Currency on the day
               immediately preceding the date payment is made to Vendor. If
               such central bank should stop publishing its rate for the sale
               of Dollars, the parties agree that the rate of exchange used to
               convert the amounts due from Dollars to Local Currency shall be
               (i) the rate published in the bulletin of the local stock
               market for operations denominated in Dollars or, (ii) if there
               is no local stock market or such a rate is not published by the
               stock market, shall be the rate determined by averaging the
               rates offered by the three largest banks in Brazil as the rates
               at which such banks offer to sell Dollars for Local Currency on
               the day immediately preceding the date payment is made to
               Vendor.

               To the extent necessary under Brazilian law, the invoices for the
               portion of the payments due hereunder in Dollars will be issued
               by Vendor in Local Currency, and the payments will be made by
               Customer in Local Currency, in each case converted from Dollars
               to Local Currency at the rates established in accordance with the
               immediately preceding paragraph.

          2.   Interest on Late Payments

               Any amounts due to be paid hereunder in Dollars not paid when due
               will bear interest until paid as set forth in Section 13.12 of
               the Master Outsourcing Agreement. If any amounts due to be paid
               hereunder in Local Currency are not paid when due, the following
               procedure shall be followed to determine the amount due from
               Customer when payment is made: (i) each amount due but unpaid
               shall be converted to a value in Dollars at the exchange rate
               established by Article XIII,F,1 of this Agreement above as of the
               date such payment was due, (ii) interest on the resulting amount
               of Dollars shall be calculated from the date such amount was due
               until it is paid as set forth in Section 13.12 of the Master
               Outsourcing Agreement, and (iii) the resulting total in Dollars
               of the payment due plus accrued interest shall be converted to a
               value in Local Currency at the exchange rate established by
               Article XIII,F,1 of this Agreement above as of the date such
               payment is actually made.


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     3.   Cost of Living Adjustment

          a.   Local Currency Adjustment.

               The total portion of the amounts payable to Vendor hereunder
               which are specified as due and payable in Local Currency shall
               be indexed to the Indice Geral de Precos de Mercado as
               published by Fundacao Getulio Vargas, or the equivalent if such
               index is not available (the "NCPI"). If, on the first day of
               any calendar year during the term of this Agreement, the NCPI
               for the calendar month immediately preceding such day (the
               "NCPI Current Index") is higher than the NCPI (i) one year
               prior thereto, or (ii) in the event Vendor and Customer have
               modified the Agreement during such year in the manner as
               described below, the date of such adjustment (as applicable,
               the "NCPI Base Index"); then, effective as of the first day of
               such calendar year, all amounts specified in this Agreement as
               due from Customer to Vendor in Local Currency, as previously
               adjusted pursuant to this Section, shall be increased by the
               percentage that the NCPI Current Index increased from the NCPI
               Base Index. If at any time during a calendar year the NCPI
               Current Index increases by ten percent (10%) or more over the
               NCPI Base Index, then upon notice to Customer by Vendor, Vendor
               and Customer shall immediately meet and renegotiate such Local
               Currency portion of the pricing of this Agreement in good
               faith, taking into consideration such change in the NCPI, with
               the intention of preserving the same financial circumstances of
               the Local Currency portion of the pricing as intended by the
               parties on the Commencement Date. Any such modification of the
               pricing mutually agreed shall be set forth in a written
               amendment to this Agreement signed by each party. For purposes
               of clarity, it is acknowledged that the intent of the parties
               is that any such amounts payable by Customer to Vendor in Local
               Currency will be modified periodically as appropriate in
               accordance with this paragraph, applying any such changes in
               the NCPI for the appropriate period to the pricing for this
               Agreement, as such pricing may have been previously modified
               pursuant to this paragraph, so that such adjustments have
               cumulative effect with respect to all changes in the NCPI from
               the Commencement Date through termination of this Agreement.

          b.   Dollar Adjustment.

               Forty-two percent (42%) of the portion of the amounts payable
               to Vendor hereunder which are specified in this Agreement as
               due and payable in Dollars shall be indexed to the Consumer
               Price Index for All Urban Consumers, U.S. City Average, for All
               Items (1982-84 = 100), as published in the Bureau of Labor
               Statistics of the Department of Labor of the United States of
               America (the "CPI"). Such adjustments shall be calculated using
               the CPI in the manner as provided above with respect to
               adjustments based upon the NCPI for amounts specified as
               payable in Local Currency except that (i) such adjustments
               shall be calculated only on the first day of each calendar year
               during the term of this Agreement, commencing January 1, 2002,
               and no immediate adjustments shall be made, and (ii) such
               adjustment shall be made to correspond to ninety five percent
               (95%) of the change in the CPI index for each calendar year,
               rather than one hundred percent (100%) of the index change. If
               the CPI growth in every calendar year is less than 5 %, Vendor
               will not adjust the portion of the amounts payable to Vendor
               hereunder which are specified in this Agreement as due and
               payable in Dollars. For purposes of clarity, it is acknowledged
               that the intent of the parties is


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                        -- Panamco / EDS Confidential --


               that any such amounts payable by Customer to Vendor in Dollars
               will be modified periodically as appropriate in accordance with
               this paragraph, applying any such changes in the CPI for the
               appropriate period to the pricing for this Agreement, as such
               pricing may have been previously modified pursuant to this
               paragraph, so that such adjustments have cumulative effect with
               respect to all changes in the CPI from the Commencement Date
               through termination of this Agreement.

XIV.   TERMINATION

     A.   Termination for Failure to Provide the Services. (18.03)

          If the Vendor fails to provide and perform the Baseline Services or
          any New Services and such failure creates a material adverse effect
          on the Customer's business and the Vendor does not, (within 48 hours
          after proper notice of such failure has been provided to the Vendor
          by the Customer), cure such failure or, if such failure cannot be
          cured within such 48-hour period, then the Vendor shall provide to
          the Customer a workaround solution that will allow the Customer to
          perform its normal business operations, then the Customer may, upon
          proper notice to Vendor, terminate this Customer's Outsourcing
          Agreement as of the date specified in the notice of termination
          without regard to Section 18.02 of the Master Outsourcing Agreement.
          For purposes hereof, failure to provide Baseline Services or New
          Services shall be deemed to have "a material adverse effect on
          Customer's business" in accordance with the standard provided in
          Section 18.03 of the Master Outsourcing Agreement.

     B.   Transfer of Assets upon Termination or Expiration of the Agreement.

          Upon expiration or termination of this Agreement for any reason,
          Vendor shall sell or assign to or at the direction of Customer, and
          Customer shall accept and provide consideration as provided herein
          with respect to, all equipment, software and service contracts then
          owned or leased by Vendor primarily for use in providing the
          Services, to the extent that Vendor may do so under the applicable
          agreements. If any such agreements may not be assigned by Vendor to
          Customer, then Vendor shall retain such agreements and be reimbursed
          by Customer all costs related thereto arising from and after the
          date of termination, in accordance with the procedures described on
          Schedule D. All such equipment shall be transferred in good working
          condition, reasonable wear and tear excepted. In the case of
          Vendor-owned equipment, Vendor shall grant to Customer or its
          designee a warranty of title and a warranty that such equipment is
          free and clear of all liens and encumbrances. Such conveyance by
          Vendor to Customer shall be (i) at Vendor's net book value for
          assets being depreciated by Vendor in accordance with generally
          accepted accounting principles, (ii) at fair market value for assets
          the acquisition cost of which was not capitalized by Vendor, and
          (iii) on assumption of all executory obligations and reimbursement
          of pre-paid obligations with respect to non-capitalized contractual
          rights. In the case of leases or other contracts, Vendor shall
          represent and warrant that it is not in default of the lease or
          other contract on the date of assignment, and that all payments due
          thereunder have been made through the date of assignment. To the
          extent permitted by Vendor's contracts with third parties, Vendor
          shall assign or transfer to Customer or its designee all warranties
          and other third party warranties on any such assets conveyed to
          Customer or its designee.


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                        -- Panamco / EDS Confidential --


     C.   Fee in the Event of Early Termination.

          In the event of any termination of this Agreement prior to the
          conclusion of the Initial Term, Customer agrees to pay to Vendor the
          termination charge as defined by reference to Brazil in the table of
          such charges set forth in Schedule F.

XV.    TERMINATION ASSISTANCE SERVICES (18.06 AND 19.01)

          Termination Assistance Services and the Fees to be paid by Customer
          with respect thereto are described in Schedule D hereto.

XVI.   DAMAGES (21.01)

          NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
          PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR
          RELATING TO SUCH PARTY'S PERFORMANCE UNDER THIS AGREEMENT.
          FURTHERMORE, THE TOTAL AMOUNT WHICH CAN BE RECOVERED BY EITHER PARTY
          FOR THE OTHER PARTY'S FAILURE TO PERFORM, WHETHER BASED ON AN ACTION
          OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE, UNDER
          THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF
          ALL SERVICE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE
          MONTHS PRECEDING ANY CLAIM. NOTWITHSTANDING ANYTHING HEREIN TO THE
          CONTRARY, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (I) CUSTOMER'S
          OR VENDOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) THE
          INDEMNIFICATIONS SET FORTH IN ARTICLE 20; (III) CUSTOMER OBLIGATIONS
          TO PAY FEES AS PROVIDED HEREIN FOR SERVICES RENDERED, OR (IV) BREACH
          OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN ARTICLE 15.

          Vendor's responsibilities for Telecommunications Management Services
          under this Agreement shall be limited to managing the
          Telecommunication Services Agreement(s) at issue as provided in
          Schedule B. Vendor shall not itself be liable for a breach by the TC
          Vendor of the terms and conditions of such Telecommunication Services
          Agreement(s) or for any obligations incurred by Customer under the
          Telecommunication Services Agreement(s).

          Other than credits which may become available to Customer (directly or
          indirectly) in the event of a failure of a Service Level with respect
          to the International Telecommunications Network Management Services as
          provided on Schedule E, Vendor disclaims any and all liability
          resulting from or arising out of the provision of any
          Telecommunication Services by a TC Vendor or any acts or omissions of
          a TC Vendor. With the exception of such Service Level credits or any
          warranties or indemnities that the TC Vendor shall provide for
          Customer's benefit pursuant to the Telecommunication Services
          Agreement, the Telecommunication Services are made available to
          Customer on an "AS IS" basis without warranty. Vendor' responsibility
          with respect to any Service Interruption shall be as described in
          Schedule B and, to the extent applicable to such Service Interruption,
          Schedule E.


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                        -- Panamco / EDS Confidential --

XVII.  MISCELLANEOUS

     A.   Notices (22.03)

          In the case of Customer:

                 Spal Industria Brasilera de Bebidas, S.A.
                 Av. Engenherio Alberto de Zagottis 352
                 Sao Paulo, Brazil
                 Attention: General Counsel

                 Telephone: (5511) 5682  3800
                 Facsimile: (5511) 5682  3707


          With a copy to:

                 Panamco LLC
                 701 Waterford Way, Suite 800
                 Miami, Florida  33126
                 Attention: General Counsel and Information Systems Director
                 FAX:  305-856-3900


          In the case of Vendor:


                 Electronic Data Systems do Brasil Ltda.
                 Av. Juscelino Kubitschek, 1830, Torre 4, 5(0)andar
                 Sao Paulo, SP, Brazil
                 Attention:  President
                 Telephone:  55-11-3848-4267:
                 Facsimile:  55-11-3848-4250


                 With a copy to:

                 Electronic Data Systems Corporation
                 5400 Legacy Drive
                 Plano, Texas  75024
                 Attention:  General Counsel
                 FAX: 972-605-5610


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                        -- Panamco / EDS Confidential --


                 And a copy to:

                 Electronic Data Systems Corporation
                 C/o Panamco L.L.C.
                 701 Waterford Way
                 Suite 800
                 Miami, Fl 33126 U.S.A.
                 Attention: EDS Client Delivery Executive
                 Telephone: (305) 929-0800
                 Facsimile: (305) 856-3900

     B.   Governing Law and Forum (22.13)

          This Agreement shall be construed and governed by the laws of
          Brazil, subject to the requirements of Paragraph C in this Article
          XVII of this Agreement below . Any claim, controversy or dispute
          arising out of or relating to this Agreement ("Dispute") shall be
          resolved first as provided in Section 17.01 of the Master
          Outsourcing Agreement or, if such informal methods do not resolve
          the Dispute, as provided in Paragraph C in this Article XVII of this
          Agreement below. To the extent access to any courts is required
          without contravention of such agreed provisions for the resolution
          of any Dispute, each of Customer and Vendor irrevocably accepts the
          jurisdiction of the courts of Brazil.

     C.   Arbitration

          Any Dispute that the parties are unable to resolve through the
          procedures described in Section 17.01 of the Master Outsourcing
          Agreement will be submitted to arbitration in accordance with the
          following procedures:

          1.   Either party may demand arbitration by giving the other party
               written notice to such effect, which notice will describe, in
               reasonable detail, the facts and legal grounds forming the basis
               for the filing party's request for relief and will include a
               statement of the total amount of damages claimed, if any, and any
               other remedy sought by that party. The arbitration will be held
               pursuant to the International Arbitration Rules of the American
               Arbitration Association ("AAA") in effect at the time of the
               arbitration, except as may be modified herein or by mutual
               agreement of the parties. The arbitration shall be conducted
               before three neutral arbitrators in New York, New York, or such
               other location as may be mutually agreed by the parties.

          2.   Within 30 days after the other party's receipt of such demand,
               the parties will mutually determine who the arbitrators will be
               in accordance with such rules of the AAA or, if the parties are
               unable to agree on the arbitrators within that time period, the
               arbitrators will be selected by the AAA in accordance with such
               rules. In any event, the arbitrators must be neutral
               participants, with no prior working relationship with either
               party, and shall have a background in, and knowledge of, the
               information technology services industry. If persons with such
               industry experience are not available, the arbitrators shall be
               chosen from the large and complex case panel or, if appropriate
               persons are not available from such panel, the retired federal
               judges pool.



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                        -- Panamco / EDS Confidential --


          3.   The arbitrators shall allow such discovery as is appropriate to
               the purposes of arbitration in accomplishing fair, speedy and
               cost-effective resolution of disputes. The arbitrators will not
               have authority to make any ruling, finding or award that does
               not conform to the terms and conditions of this Agreement.

          4.   The decision of, and award rendered by, the arbitrators will be
               final and binding on the parties. Upon the request of a party,
               the arbitrator's award will include written findings of fact
               and conclusions of law. Judgment on the award may be entered in
               and enforced by any court of competent jurisdiction. Each party
               will bear its own costs and expenses (including filing fees)
               with respect to the arbitration, including one-half of the fees
               and expenses of the arbitrators.

          5.   In the event that any Dispute subject to any such arbitration
               relates to matters that are the subject of a separate and
               additional dispute between an affiliate of Customer and an
               affiliate of Vendor under another of the Latin America
               Agreements, any arbitration proceedings to resolve such
               Disputes shall be consolidated upon the request of either
               party. In the event of any such consolidation of Disputes, to
               the extent the matters in controversy is the same in each, the
               parties agree that notwithstanding Paragraph B of this Article
               XVII above, this Agreement shall be considered as construed
               under and governed by the law of the jurisdiction to which the
               largest claim in Dispute arises for the resolution of such
               Disputes involving the same matters in controversy.

          6.   Other than those matters involving injunctive or other
               extraordinary relief or any action necessary to enforce the
               award of the arbitrators, the parties agree that the provisions
               of this Article XVII, Paragraph C, are a complete defense to
               any suit, action or other proceeding instituted in any court or
               before any administrative tribunal with respect to any Dispute.

     D.   Customer Third-Party Contractors. (10.02)

          Customer shall require Customer Third Party Contractors to comply
          with Vendor's security and confidentiality requirements and shall
          not be required to disclose any Vendor confidential or proprietary
          information to any Third Party Contractor of Customer that is a
          competitor of Vendor.

     E.   Individuals Performing the Services. (13.14)

          Vendor agrees to be responsible to verify that all individuals it
          provides to perform the Services required to be provided by Vendor
          under this Customer's Outsourcing Agreement are legally able to work
          in the country in which they are working to provide such Services.
          However, it is neither necessary nor appropriate that all such
          individuals providing Services on behalf of Vendor be legally
          authorized to work in the United States.

     F.   Rules of Interpretation. (22.11)

          In the event of a conflict between the terms and conditions of the
          Master Agreement and Customer's Outsourcing Agreement, the terms and
          conditions of Customer's Outsourcing Agreement shall prevail. In the
          event of a conflict between the Master Agreement and


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                        -- Panamco / EDS Confidential --


          Customer's Outsourcing Agreement and any Amendment to Customer's
          Outsourcing Agreement, the terms of the Amendment to Customer's
          Outsourcing Agreement shall prevail.

     G.   Euro and Euro Compliance (16.01, 16.02, 22.01).

          It is recognized not to be necessary that all Software and Equipment
          provided or used pursuant to this Agreement be tested or warranted
          for functionality with respect to Euro Compliance or data involving
          the Euro currency, or conversion between Local Currency and the said
          Euro.

     H.   Survival

          Without limiting the requirements of Section 22.15 of the Master
          Outsourcing Agreement, it is agreed that the terms of Articles III-A;
          VI-E; XIII-F-1 and 2; XIV-B; XV; XVI; and XVII-B and F of this
          Agreement shall survive the expiration or termination of this
          Agreement for any reason.

XVIII. REPRESENTATIONS AND WARRANTIES.

     A.   By Customer (16.01(a) through (f)).

          Customer represents, warrants and covenants that:

          (a) it is a corporation duly incorporated, validly existing and in
          good standing under the laws of Brazil;

          (b) it has all the requisite corporate power and authority to
          execute, deliver and perform its obligations under this Agreement;

          (c) the execution, delivery and performance of this Agreement have
          been duly authorized by Customer;

          (d) it covenants that is has not as of the Commencement Date, and
          will not, disclose any Confidential Information of Vendor in
          violation of the terms of this Agreement;

          (e) there is no claim, action, suit, investigation, or proceeding
          pending or, to Customer's knowledge, contemplated or threatened
          against Customer which seeks damages or penalties in connection with
          any of the transactions contemplated by this Agreement or to
          restrict or delay the transactions contemplated hereby or to limit
          in any manner Vendor's rights under this Agreement; and

          (f) there are no brokers with claims to fees based upon the
          transactions contemplated under this Agreement.

     B.   By Vendor (16.02 (a) through (g)).

          Vendor represents, warrants and covenants that:

          (a) it is a company limited by quotas duly formed, validly existing
          and in good standing under the laws of Brazil;


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                        -- Panamco / EDS Confidential --


          (b) it has all requisite corporate power and authority to execute,
          deliver and perform its obligations under this Agreement;

          (c) the execution, delivery and performance of this Agreement have
          been duly authorized by Vendor;

          (d) no approval, authorization or consent of any governmental or
          regulatory authority is required to be obtained or made by it in
          order for it to enter into and perform its obligations under this
          Agreement;

          (e) it covenants that is has not, and will not, disclose any
          Confidential Information of Customer in violation of the terms of
          this Agreement;

          (f) there is no claim, action, suit, investigation, or proceeding
          pending or, to Vendor's knowledge, contemplated or threatened
          against Vendor which seeks damages or penalties in connection with
          any of the transactions contemplated by this Agreement or to
          restrict or delay the transactions contemplated hereby or to limit
          in any manner Customer's rights under this Agreement; and

          (g) there are no brokers with claims to fees based upon the
          transactions contemplated under this Agreement.

XIX.   SCHEDULES

     The Schedules hereto shall form an integral part of this Customer's
     Outsourcing Agreement and shall be regarded as incorporated into this
     Agreement in every respect. In case of inconsistency between the terms
     and conditions of the said Schedules and this Agreement the latter shall
     prevail to the extent of such inconsistency but no further.

     A. INTENTIONALLY OMITTED

     B. DESCRIPTION OF SERVICES

     C. INTENTIONALLY OMITTED

     D. TERMINATION ASSISTANCE SERVICES

     E. PERFORMANCE STANDARDS AND SERVICE LEVELS

     F. CHARGES AND RESOURCE BASELINES

     G. KEY VENDOR STAFF MEMBERS

     H. VENDOR'S TRANSITION PLAN

     I. EQUIPMENT AND SOFTWARE RESOURCE LOG


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                        -- Panamco / EDS Confidential --


          1. EQUIPMENT PROVIDED BY CUSTOMER

          2. EQUIPMENT PROVIDED BY VENDOR

          3. SOFTWARE PROVIDED BY CUSTOMER

          4. SOFTWARE PROVIDED BY VENDOR

     J. EMPLOYEE TRANSITIONS

     K. THIRD PARTY SERVICE AGREEMENTS

     L. APPROVED SUBCONTRACTORS

     M. MASTER AGREEMENT

     N. CONSENTS AND APPROVALS

This Customer's  Outsourcing  Agreement is signed in two (2) original copies, to
be effective on the date first above written.



Spal Industria Brasilera de            Electronic Data Systems do Brasil Ltda.,
  de Bebidas, S.A.


-----------------------------------    --------------------------------
Authorized representative              Authorized representative

Printed name:                          Printed name:



-----------------------------------    --------------------------------




-----------------------------------
Authorized representative

Printed name:



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