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SEP 1 6 2 SPONSORSHIP AGREEMENT This agreement (the "Agreement’) is made by and between Coca-Cola Enterprises Inc. dibia Sulphur Springs Coca-Cola Bottling Company, a Delaware corporation (the "Sponsor"), and Texas A&M University-Commerce, @ not-for-profit institution of higher education under the laws of Texas and located in Commerce, Texas (the "University"). In consideration of the mu- tual promises contained here, the parties agree as set forth below. Witneseth: Whereas, Advertiser desires to obtain exclusive availability, promotional, and advertising rights for beverage products of the Coca-Cola Company (“Company”) and advertiser, and Whereas, Campus is vested with the authority to grant to Advertiser the exclusive pro- motional, advertising, and beverage availability rights described herein with respect to all cam- uses on |exas A&M University ~ Commerce owned property, and with respect to all facilities owned or operated by Texas A&M University-Commerce including the football stadium ("Sta- dium’) (collectively, such schools, facilities and Stadium referred to herein as the “Campus"); and Whereas, this agreement is primarily an advertising and availability agreement, entered into for the purpose of creating an association between beverages marketed by Company and Advertiser, on the one hand, and the Schools, the Campus, the Teams (as herein defined), the Stadium and events at the Stadium on the other, and exclusive beverage availability rights are Necessary to ensure that the association between such beverages and the Schools, the Cam- Pus, the Teams, the Stadium, and events at the Stadium is not undermined or diluted; Now, Therefore, in consideration of the promises herein contained, the parties hereto agree as follows: 1 Term. This Agreement takes effect on September 1, 2005 (the “Effective Date") and expires on Au- gust 31, 2008. With mutuat written agreement the term of the agreement can be extended by hwo (2), t-year terms for 2009 and 2010. Unless (i) mutually extended urider the terms hereot or by written agreement of the parties, or (ii) sooner terminated as provided herein (the "Term") 2. Beverage Availability Rights. 2.1 University agrees that all Beverages sold, distributed, or sampled (that is, distributed at No cost), advertised or promoted anywhere, anytime on the Campus and in connection with the University and/or the Teams will be Products. Sponsor and University agree that, at a minimum, the following Products will be avallable at each location on the Cam- 34 pus where refreshments are sold, distributed or sampled: Coca-Cola classic (or Coke), Diet Coke, Sprite, water, flavored water, sports drinks and Dr. Pepper. University will purchase from Sponcer, and Sponsor will coll to Univercity, all of Univer sity’s requirements for Beverages in approved plastic bottles for concession sales, at the prices listed in Exhibit 8. Such prices shall remain in effect for a period of one (1) year, and thereafter be subject to annual adjustments based on changes in Sponsor's costs and agreed to by the University. The prices set forth in Exhibit 8 have been offered to University in reliance on University’s representations set forth in Section 10.1.5. ff, dur- ing the Term, University elects to contract with a concessionaire or other third party for beverage services on any portion of the Campus, then the prices for such Products set forth in Exhibit B shall nol apply to purchases of Products. Company ard Boller stvall then negotiate prices for Products with such concessionaire or other third party, which shall purchase all of its requirements for Beverages and Approved Cups from Bottler (acting for itsetf or as Company's agent). Marketing Rights. University grants to Sponsor the following promotional rights: 3.1.1 Market and promote Beverages in connection with the University, the Campus, and the Teams including the use, subject to Section 4.5, of the University Marks on a royalty-free basis. University acknowledges and agrees that such promotional activities may be conducted in conjunction with Sponsor’s custom- ers; and Sponsor will have the right to incorporate its customers’ marks, logos and/or branded products with the University Marks on any advertising, point-of- sale, packaging, or premium items or materials. University hereby grants Sponsor a license to use the University Marks on a royalty-free basis for the purposes of promoting Products as provided herein. University agrees to work with Sponsor on a case-by-case basis to assist in promotions conducted by Sponsor with its customers. 3.1.2. Refer to Sponsor in any of Sponsor's marketing materials as a “sponsor” of the ‘Campus, the University, andlor the Teams, and refer to any brand of Products in any of Sponsor's marketing materials as the “official” or “exclusive” soft drink, sports drink, tea, juice, or juice drink of the Campus, University or the Teams. 2.1.3 Undertake Beverage promotions at or in connection with the Campus and/or the Teams, including offering Products in promotional packaging bearing the University Marks on a royalty-free basis. 3.1.4 Create and market for retail cale merchandise incorporating the University Marks and trademarks of Products. Sponsor will pay a royalty on each item of merchandise consistent with industry standards for sales of such merchandise. 3.1.6 Sample Products and survey individuals on the Campus with University's prior approval as to location and time. University grants to Sponsor the following merchandising rights: 41 University agrees that all Beverages served, sold, or dispensed on the Campus in disposable vessels (including Beverages sold, served, or made available in locker rooms and players' benches) will be served in approved plastic bottles. 4.2 Materials promoting the Products at the point-of-sale on the Campus, which will include transiites and pictorials on dispensing equipment depicting Ap- Proved Cups and Products, will be clearly visible to the purchasing public and will be displayed in a manner and location acceptable to Sponsor and the Uni- versity, 4.3 Product trademarks will be prominently displayed on each menu board and Bev- erage vending machine on the Campus. Sponsor will incur any costs associated with the purchase of new menu board and/or beverage vending machines. Consideration. ‘A. For the rights described herein, Sponsor agrees to pay University an aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for the entire Term (the "Sponsorship Fees"). The Sponsorship Fees will be paid in equal annual installments of Fifty Thou- sand Dollars ($50,000). The first installment will be paid on or before May 31, 2008, and subsequent installments will be due on or before May 31 of each Agreement Year thereafter. The University will provide Sponsor an invoice for the Sponsorship Fees at least thirty (30) days prior to the due date of each payment required hereunder. B. With the mutual agreement of the University, at the beginning of Agreement Year three, the vend price for all 20 oz. bottled Product may increase to one dollar and twenty-five cents ($1.25) and the vend price for all 12 02. canned Product will increase to one dollar ($1.00). Sponsor will notity University at least thirty (30) days in advance of the vend price changes. Any other vend price changes or increases during the Term will be ne- gotiated by Sponsor and University C. Annual Product Donation Support: Sponsor agrees to provide the following Products, free of charge, to University each Agreement Year: 1) 30 standard physical cases of 120z. CSD (Can drinks) Products of the University's choosing; 2) 20 standard physical cases of Powerade Powder 3) 20 standard physical cases of 120z. Approved Cups 4) 25 standard physical cases of Dasani (1202z.) 5) 30 tanks of premix fountain syrup or equivalent amount of Powerade Powder or cases of CSD. Athletic Funding Support: