EXHIBIT 10.40


                        -- Panamco / EDS Confidential --







                       Customer's Outsourcing Agreement








COA- - Guatemala                    Page 0

<PAGE>


                        -- Panamco / EDS Confidential --



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
Embotelladora Central, S.A., with its principal office at 26 Calle 6-02, Zona
11, Apartado Postal 161, Guatemala City, Guatemala (the "CUSTOMER"), and
Electronic Data Systems (EDS) de Guatemala S.A., with its principal office in
Guatemala at 7a. Avenida 5-10 Zona 4, Centro Financiero, Torre I, Nivel 10,
Oficina 3, Guatemala City, Guatemala 01004 (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
                    distribution of TCCC products, provided that any such
                    entity shares information services with the Customer
                    during the Customer's Outsourcing Agreement Term.



COA- - Guatemala                    Page 1


<PAGE>


                        -- Panamco / EDS Confidential --



          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
               premises of an affiliate of Customer in San Jose, Costa Rica
               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.


COA- - Guatemala                    Page 2


<PAGE>


                        -- Panamco / EDS Confidential --



          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 Guatemala or
          Central America , or in some cases are identified specifically by
          reference to Guatemala or Central America

          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 and with
          respect to Help Desk Services, Customer's Panamanian affiliate
          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


COA- - Guatemala                    Page 3

<PAGE>


                        -- Panamco / EDS Confidential --



          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 Data Center of an affiliate of Customer located at
          San Jose, Costa Rica 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)


COA- - Guatemala                    Page 4


<PAGE>


                        -- Panamco / EDS Confidential --


          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
          Guatemala or Central America 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 Guatemala 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.


COA- - Guatemala                    Page 5


<PAGE>


                        -- Panamco / EDS Confidential --


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)

          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


COA- - Guatemala                    Page 6

<PAGE>


                        -- Panamco / EDS Confidential --


          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 Guatemala or Central America
          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 Guatemala or Central America, contains a
          list of all the Customer Software applicable hereto .


COA- - Guatemala                    Page 7


<PAGE>


                        -- Panamco / EDS Confidential --


     C.   Vendor Software

          Schedule I, by reference to Guatemala or Central America , 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 Guatemala or Central America , 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 Guatemala or
          Central America 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.


COA- - Guatemala                    Page 8


<PAGE>


                        -- Panamco / EDS Confidential --


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 toGuatemala or
          Central America. 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. Such Baseline Service Fees and other amounts
          stated on Schedule F as due to be paid by Customer to Vendor are not
          inclusive of VAT, which shall be paid by Customer in accordance with
          Section 13.14 of the Master Outsourcing Agreement.

     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.


COA- - Guatemala                    Page 9


<PAGE>


                        -- Panamco / EDS Confidential --


          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 Guatemalan Quetzales ("LOCAL CURRENCY"). The
               parties acknowledge, however, that to the extent required by
               applicable law of Guatemala , 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 Bank of
               Guatemala 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
               Guatemala 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 Inflacion index as
                    published by the Bank of Guatemala , 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


COA- - Guatemala                    Page 10


<PAGE>


                        -- Panamco / EDS Confidential --


                    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.




COA- - Guatemala                    Page 11


<PAGE>


                        -- Panamco / EDS Confidential --


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.

     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 Guatemala 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.


COA- - Guatemala                    Page 12


<PAGE>


                        -- Panamco / EDS Confidential --

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.

XVII. MISCELLANEOUS

     A.   Notices (22.03)

          In the case of Customer:

                 Embotelladora Central, S.A.
                 26 Calle 6-02, Zona 11
                 Apartado Postal 161
                 Guatemala City, Guatemala
                 Attention: Director General

                 Telephone:  (502) 442-3879
                 Facsimile: (502) 442-0966

          With a copy to:

                 Panamco LLC


COA- - Guatemala                    Page 13


<PAGE>


                        -- Panamco / EDS Confidential --

                 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 (EDS) de Guatemala S.A..
                 C/o Asencio, Andrade & Asoc.
                 7a. Avenida 5-10 Zona 4
                 Centro Financiero
                 Torre I, Nivel 10, Oficina 3
                 Guatemala City, Guatemala 01004
                 Attention:  Managing Partner

                 With a copy to:

                 Electronic Data Systems Corporation
                 5400 Legacy Drive
                 Plano, Texas 75024 U.S.A.
                 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
          Guatemala, 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 Guatemala.


COA- - Guatemala                    Page 14


<PAGE>


                        -- Panamco / EDS Confidential --


     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.

          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.


COA- - Guatemala                    Page 15


<PAGE>


                        -- Panamco / EDS Confidential --


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

          In those circumstances in the Schedules attached hereto where there
          is a reference to "Central America" or "CA", it shall be considered
          collectively as a reference to Costa Rica, Nicaragua and Guatemala.
          Unless otherwise indicated from the context, the matter referenced
          shall not be considered as a reference to each such country in the
          Central America group, but rather in a manner allocated among the
          Latin America Agreements pertaining to such three countries based
          upon actual usage or location, or otherwise as mutually agreed by
          Customer and its affiliates in Nicaragua and Costa Rica with Vendor
          and its affiliates in those countries. In any event, Customer and
          Vendor each agree to negotiate in good faith to agree to written
          amendments to this Agreement and its Schedules within a reasonable
          time to appropriately reflect such allocations and references among
          the Latin America Agreements for Central America.

     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.


COA- - Guatemala                    Page 16


<PAGE>


                        -- Panamco / EDS Confidential --


     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 Guatemala;

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

               (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;


COA- - Guatemala                    Page 17


<PAGE>


                        -- Panamco / EDS Confidential --

               (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

          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


COA- - Guatemala                    Page 18


<PAGE>


                        -- Panamco / EDS Confidential --


     L.   APPROVED SUBCONTRACTORS

     M.   MASTER AGREEMENT

     N.   CONSENTS AND APPROVALS

This Customer's Outsourcing Agreement is signed in two (2) original copies, on
December     , 2000 to be effective on the date first above written as if the
Vendor had been legally formed and in existence on that date.

Embotelladora Central, S.A.                       Electronic Data Systems (EDS)
                                                  de Guatemala S.A.



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

Printed name:                                     Printed name:



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



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

Printed name:                      :



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



COA- - Guatemala                    Page 19