EXHIBIT 10.34


                        -- 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
Administracion S.A. de C.V., with its principal office at Blvd. Manuel Avila
Camacho No. 40, Piso 21, Colonia Lomas de Chapultepec, Mexico D.F., Mexico 11000
(the "CUSTOMER"), and E.D.S. de Mexico S.A. de C.V. with its principal office at
Av. Vasco de Quiroga No. 2999, Col. Pena Blanca Santa Fe, Mexico, D.F., Mexico
01210 (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.


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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 of affiliates of Customer party to the other
               Latin America Agreements for use in delivery and use of the
               Help Desk Services and Midrange Services.

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

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

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

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


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

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

     C.   Application of the Master Outsourcing Agreement

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

II.    TERM

     A.   Initial (2.03)

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

III.   PROVISION OF SERVICES

     A.   Description of Services (3.01)

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

          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 only be provided by Vendor and paid for by Customer pursuant to
          this Agreement, and made available by Customer to its affiliates 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 Agreement pertaining to the United States, as indicated, may
          affect the actual availability to Customer of the Project Management
          Services provided pursuant thereto, and that such terms may be changed
          by the parties to such agreement 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
          Project Management Services. Any such delay or failure in the Project
          Management Services


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          shall be addressed solely in accordance with the terms of the Latin
          America Agreement pursuant to which such Services are provided and
          paid for by the affiliates of Customer and Vendor.

          In the event that this Agreement shall expire or terminate for any
          reason while any one or more of the other Latin America Agreements
          continues in force, Vendor shall continue to provide the International
          Telecommunications Network Management, Help Desk and Midrange Services
          directly to the affiliates of Customer party to such other continuing
          Latin America Agreements making shared use of such International
          Telecommunications Network Management, Help Desk and Midrange
          Services, on the condition that each such affiliate of Customer pays
          its proportionate share of usage (as allocated collectively by such
          affiliates of Customer to account for the total and communicated by
          written notice to Vendor) on a monthly basis in accordance with the
          payment terms of this Agreement. The fees payable to Vendor for such
          International Telecommunications Network Management, Midrange and Help
          Desk Services under this Agreement on the date of its termination or
          expiration 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 to Vendor; the payment of such taxes being the obligation of each
          such affiliate 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
          Vendor shall meet with the affiliates of Customer 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 the affiliates of Customer in a manner and on terms mutually
          acceptable to all. In such circumstances the obligation of Vendor to
          sell and transfer, and the obligation of Customer to acquire, the
          assets of Vendor used in providing the Services upon expiration or
          termination of this Agreement, as provided below, shall be postponed
          with respect to assets of Vendor used in providing such International
          Telecommunications Network Management, Midrange and Help Desk Services
          for so long as Vendor continues to provide such Services to the
          affiliates of Customer. It is understood that the obligations of
          Vendor under this paragraph may be enforced by the affiliates of
          Customer entitled to receive such International Telecommunications
          Network Management, Help Desk and Midrange Services as third party
          beneficiaries.

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 Mexico City, Mexico-] until
          completion of the Services described in the Transition Plan. Following
          completion of such Services described in the Transition Plan, Vendor
          shall deliver the Midrange Services from a data center operated by it
          and located in Mexico City (the "VENDOR MEXICO CITY DATA CENTER").

     B.   Improvements. (4.04)

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


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V.     PERFORMANCE STANDARDS

     A.   Description of Performance Standards (5.02 and 8.02)

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


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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


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

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

     A.   Equipment

          The equipment that will be used by the Vendor to provide and perform
          the Services is listed by reference toMexico 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 Mexico, contains a list of all the
          Customer Software applicable hereto


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     C.   Vendor Software

          Schedule I, by reference toMexico, 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 Mexico, 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 Mexico 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
          Customer for the benefit collectively of Customer and each of the
          affiliates of Customer party to a Latin America Agreement.


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

     A.   Baseline Service Fees

          Baseline Service Fees and the Baseline Resources included in such Fees
          are defined in Schedule F to the Agreement. In those instances where
          fees or amounts with respect to more than one country are indicated on
          such Schedule F, the fees and amounts applicable to this Agreement
          shall be those identified by reference to Mexico. 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 Mexican Pesos ("LOCAL CURRENCY"). The parties
               acknowledge, however, that to the extent required by applicable
               law of Mexico, the amounts specified here in Dollars may be paid
               by Customer to Vendor in Local Currency. If Customer elects 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 Mexico 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 Mexico 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 National Consumer Price Index as
                    published by the Official Federal Gazette, 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


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                    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.


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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 Mexico 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.


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                        -- 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:

                 Administracion, S.A. de C.V.
                 Blvd. Manuel Avila Camacho No. 40
                 Piso 21, Colonia Lomas de Chapultepec
                 Mexico D.F., Mexico 11000
                 Attention:  Chief Financial Officer

                 Telephone:  (525) 201-6300
                 Facsimile:  (525) 201-6261


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                        -- Panamco / EDS Confidential --


          With a copy to:

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


          In the case of Vendor:

                 E.D.S. de Mexico S.A. de C.V
                 Av. Vasco de Quiroga No. 2999
                 Col. Pena Blanca Santa Fe
                 Mexico, D.F., Mexico 01210
                 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:

                 E.D.S. de Mexico S.A. de C.V
                 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 Mexico,
          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 federal courts
          of Mexico.


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     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.


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                        -- 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.

     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 Mexico;


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                        -- Panamco / EDS Confidential --


          (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 Mexico;

          (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.


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                        -- Panamco / EDS Confidential --

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

     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.


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                        -- Panamco / EDS Confidential --

Administracion S.A. de C.V.                      E.D.S. de Mexico S.A. de C.V.


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



Printed name:                                    Printed name:



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






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