EXHIBIT 10.37


                        -- 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 Panamco de Venezuela, S.A., with its principal office at Cuarta
Transversal de los Cortijos de Lourdes, Edificio Panamco Venezuela, Los Cortijos
de Lourdes, Caracas, Venezuela 1071 (the "CUSTOMER"), and Electronic Data
Systems de Venezuela "EDS" C.A. with its principal office at Centro Lido, Torre
A, Piso 6, Av. Francisco de Miranda, El Rosal -Caracas - Venezuela 1060 (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 OURSOURCING 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
                    distribution of TCCC products, provided that any such entity
                    shares information services with the Customer during the
                    Customer's Outsourcing Agreement Term.





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          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 Caracas, Venezuela 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.

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





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          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 Venezuela, or in
          some cases are identified specifically by reference to Venezuela .

          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. 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





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          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 Caracas, Venezuela 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.

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





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         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
         Venezuela 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 Venezuela 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)

          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)




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          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)

          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





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          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 Venezuela 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.

     B.   Customer Software

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

     C.   Vendor Software




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          Schedule I, by reference to Venezuela, 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 Venezuela, 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 Venezuela 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.

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




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     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 Venezuela. 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 Venezuelan Bolivares ("LOCAL CURRENCY"). The
               parties acknowledge, however, that to the extent required by
               applicable law of Venezuela , 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 Venezuela
               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 Venezuela 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.

          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.

          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 Consumer Price Index] as published
                    by the Central Bank of Venezuela in the Official Gazette, or
                    the equivalent if such index is not available (the "NCPI").
                    If, on the first day of any calendar year





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                    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 has made an immediate adjustment
                    during such year 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 by notice to Customer, Vendor may immediately
                    increase the portion of the amount payable to Vendor in
                    Local Currency under this Agreement by such percentage,
                    without waiting until the first day of the next calendar
                    year. 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 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





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     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.

     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 Venezuela 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)




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          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.

XVII.     MISCELLANEOUS

     A.   Notices (22.03)

               In the case of Customer:

                    Panamco de Venezuela, S.A.
                    Cuarta Transversal de los Cortijos de Lourdes
                    Edificio Panamco Venezuela
                    Los Cortijos de Lourdes

                 Caracas, Venezuela 1071

               With a copy to:

                    Panamco LLC
                    701 Waterford Way, Suite 800
                    Miami, Florida  33126
                    Attention: General Counsel and Information Systems Director





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                    FAX:  305-856-3900


               In the case of Vendor:

                    Electronic Data Systems de Venezuela "EDS" C.A.
                    Centro Lido, Torre A, Piso 6
                    Av. Francisco de Miranda
                    El Rosal
                    Caracas - Venezuela 1060
                    Attention:  President

                    With a copy to:

                    Electronic Data Systems Corporation
                    5400 Legacy Drive

                    Plano, Texas  75024
                     Attention:  General Counsel
                     FAX: 972-605-5610

                     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
          Venezuela , 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 Venezuela .

     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:





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          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.

          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.





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     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 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 Venezuela;

          (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;





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          (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 corporation duly incorporated, validly existing and in
          good standing under the laws of Venezuela;

          (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.






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     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

          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.



Panamco de Venezuela, S.A.                   Electronic Data Systems
de Venezuela "EDS" C.A.



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







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<PAGE>



Printed name:                                Printed name:



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






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