C COLA INC., referred to as ACCOUNTANT, and COCA COLA DE OCCIDENTE S.R.L.

, referred to as CLIENT,
agree:

First. (...)

Second. (...)

ACCOUNTANT shall furnish accounting services to CLIENT, to be billed monthly at the standard rates for
ACCOUNTANT and staff.

The following services shall be provided by ACCOUNTANT: _____________________.

It is specifically agreed that the services to be rendered by the ACCOUNTANT shall not exceed $5,555 (five
thousand five hundred fifty five & no/l00 dollars) in total billings during the first 12 months that services are
rendered without the prior written approval of CLIENT and ACCOUNTANT is specifically required to cease
rendering services when the amount specified aboye is reached.

Dated: _____________________

ACCOUNTANT CLIENT
_____________________ _____________________

WITNESS WITNESS
_____________________ _____________________

_______________________
POWER OF ATTORNEY

Corporation: TBC INC.

Taxpayer identification number: RECO-164125-EFO.

We hereby appoint ____________________________, residing at MEXICO, D.F., as our true and lawful agent and
attorney to request, inspect and copy returns, return information and taxp ayer return information, as is provided in
26 USC 6013 (b) [Section 6013(b) of the Internal Revenue Code], located in records of the Tax Division, United
States Department of Justice, in conjunction with a request pursuant to 5 USC 552 (Freedom of Information Act) or 5
USC 552a (Privacy Act) or both, for the following:

1995-2000.

I, _____________________, am the _____________________ of TBC INC. and certify that I have the authority to
execute this authorization on behalf of the corporation.

____________________________

Attestation [26 USSC 6013(1)(D)(ii)]

I certify that I have the authority to execute this authorization on behalf of TBC INC.

____________________________

Title: ____________________________

___________________________
CONSULTING AGREEMENT
MAR AND MONROE, referred to as CONSULTANT and ______________, referred to as EMPLOYER, agree:

CONSULTANT shall provide consulting services regarding the ______________ of RESOURCE AND
______________ to EMPLOYER beginning on january 16, 2000 and ending on january 15, 2001, unless earlier
terminated as is provided for herein.

EMPLOYER agrees that it shall reasonably cooperate with CONSULTANT in the provision of information required
by the CONSULTANT.

CONSULTANT shall provide his best efforts to the project consistent with the stated goals of the EMPLOYER.
However, CONSULTANT cannot guarantee any particular result due to the EMPLOYER'S ultimate control of the
facility and staff.

CONSULTANT shall travel to the EMPLOYER'S site on 10 occasions during the term of this agreement and shall
remain for working days per trip. The dates for these trips shall be agreed upon by the parties.

During such trips EMPLOYER shall make key personnel available to the CONSULTANT.

Arrangements for providing transportation and lodging shall be made by the EMPLOYER in advance.

CONSULTANT shall be available for telephone review of any matters related to this agreement at reasonable times.

CONSULTANT shall within 10 days of the commencement of this agreement provide a comprehensive written
report as to the present status of the facility and suggestions and goals for improvements, consistent with the goals
communicated to the CONSULTANT by the EMPLOYER.

CONSULTANT shall provide periodic written reports to EMPLOYER, no less frequently than monthly.

CONSULTANT shall receive a hourly rate of $12 (dollars) per hour for time reasonably spent, billed monthly to be
paid BY _______ REQUISITION IN _______ BY THE TERMS OF _______ AND HEREBY _______ unless
approved in advance by the EMPLOYER, the maximum number of hours per 30 shall be five. In addition,
CONSULTANT shall be reimbursed for reasonable out of pocket expenses.

CONSULTANT at his option may discontinue services if any statement is more than days overdue.

The principal of the firm who shall provide the major portion of the services shall be _____________________
unless otherwise agreed.

Either party may terminate this agreement on five notice for a material breach of the contract, or 15 days notice
without cause.

CONSULTANT may not advertise the fact of this consulting without the prior consent of the EMPLOYER.

CONSULTANT shall not provide services to any competitor which does business within 200 miles of the
EMPLOYER'S primary places of business during the term of this agreement or for _______ months thereafter
without the prior consent of the EMPLOYER.

The parties may from time to time exchange confidential business information such as plans for future events. As to
such information neitherparty shall disclose the same, unless the information becomes part of the public domain
without the fault of either party, or was known to the party prior to the execution of this agreement.

This is the entire agreement between the parties and may not be altered except in writing.

Dated: ____________________________

MAR AND MONROE

_____________________ _____________________