Sponsorship Agreement

This Sponsorship Agreement (this "Agreement"), which takes effect on September 1,2003 and expires on August 31, 2010 (the "Term"), is made by and between the followingparties:

• THE COCA-COLA COMPANY, a Delaware corporation (the "Company"); and

• TEXAS A&M UNIVERSITY, an institution of higher education and an agency ofthe State of Texas ("University").

For other definitions, see Exhibit A.

1. Scope

Company will be the exclusive Beverage sponsor of University, with Campus-wide Beverageavailability rights, and on and off-Campus marketing rights, on the terms and conditions -- andsubject to the limitations and exceptions -- described below. Company and its designatedsubcontractors will have the exclusive right to operate full service Beverage vending and snackvending on Campus.

2. Fees and Other Payments

2.1 Sponsorship Fees. In exchange for the rights granted under this Agreement, Companyagrees to pay University the "Sponsorship Fees" described below:

Year One (9/1/2003 - 8/31/2004) $2,320,000Year Two (9/1/2004 - 8/31/2005) $670,000Year Three (9/1/2005 - 8/31/2006) $670,000Year Four (9/1/2006 - 8/31/2007) $670,000Year Five (9/1/2007 - 8/31/2008) $670,000Year Six (9/1/2008 - 8/31/2009) $670,000Year Seven (9/1/2009 - 8/31/2010) $670,000

Total $6,340,000

The Sponsorship Fees will be paid as follows: Payment for Year One will be paid within30 days of the date that this Agreement is fully executed; payments for Year Two throughYear Seven will be paid at the beginning of each Agreement Year. University willprovide an invoice to Company at least thirty (30) days prior to the due date for paymentsfor Agreement Years Two through Seven.

2.2 Commissions. Company will pay, or will cause its subcontractors to pay, to University aGuaranteed Commission of Three Million Seven Hundred Twenty-Three Thousand,

Seven Hundred Twenty Dollars ($3,723,720) over the Term of this Agreement forCompany Beverages and DP Drinks (defined below) sold through Company's full serviceBeverage vending machines on Campus as described in Exhibit B. The GuaranteedCommission shall be paid as follows: the actual commissions earned by University willbe paid monthly in accordance with Exhibit B. If at the end of any Agreement Year theactual commissions earned and paid for such Agreement Year are less than Five HundredThirty-One Thousand, Nine Hundred Sixty Dollars ($531,960), then Company will pay,or will cause its subcontractors to pay, the difference within thirty (30) business daysfollowing the end of such Agreement Year.

In addition, Company, by way of its Beverage subcontractor, will provide an incentivecommission on the sale ofvended Beverage products to the University as follows:

(A) "Minimum Vend Sales Threshold' shall mean sales volume of 90,000 cases (24 ct)of 12 ounce containers of Company Beverages and DP Drinks, or the equivalent influid ounces during an Agreement Year.

(B) On all sales of Company Beverages and DP Drinks in excess of the Minimum VendSales Threshold each Agreement Year, Company, by way if its Beveragesubcontractor, shall pay to University an incentive commission equal to I% of thesales price in Exhibit B on such sales.

2.3 Company will pay, or will cause its subcontractors to pay, to University a commission forsnacks sold through Company's vending machines on Campus as described in Exhibit B.The commission will be paid as earned in monthly payments. Funds credited toUniversity through vendin~ machine sales using the debit card system shall be processedby University as of the 1S t and last day of the month and payments mailed to Companywithin two (2) weeks of the end of each such reporting period.

2.4 Marketing Expenditures. Company will allocate Three Hundred Fifty ThousandDollars ($350,000) over the Term of the Agreement to support an annual MarketingCalendar. Company will implement a Marketing Calendar that will be mutually agreedto by Company and University at the beginning of each Agreement Year, such agreementnot to be unreasonably withheld by either party. This fund will be allocated inincrements of Fifty Thousand Dollars ($50,000) by the Company for each AgreementYear. University agrees that Company may use money from this fund to purchase thetickets and hospitality rights described in Section 7.7 below. Should expenditures orother value-added items delivered or provided by Company fall short of Fifty ThousandDollars ($50,000) in value in any Agreement Year, Company will pay University theremaining balance at the end of the Agreement Year.

Company will also allocate Twenty-One Thousand Dollars ($21,000) over the Term ofthe Agreement to support marketing through snack vending machines. The fund will beallocated in increments of Three Thousand Dollars ($3,000) by the Company for eachAgreement Year. Should expenditures or other value-added items delivered or providedby Company and/or its subcontractor fall short of Three Thousand Dollars ($3,000) in

2

-value in any Agreement Year, Company and/or its subcontractor will pay University theremaining balance at the end ofthe Agreement Year.

2.5 Product Donations. Company and/or its subcontractor will allocate Twenty-EightThousand Dollars ($28,000) over the Tenn of the Agreement to support an annualProduct Donation budget. Company will implement a Product Donation budget that willbe mutually agreed to by Company and University at the beginning of each AgreementYear. The budget will be allocated in increments of up to Four Thousand Dollars($4,000) for each Agreement Year. University's Department of Contract Administrationwill be responsible for submitting Product Donation requests to Company for approvaland submission to its subcontractor. Product Donations will be valued at the prices listedin Exhibit C.

2.6 Payments Exclusive Consideration. University agrees that the payments and otherconsideration described in paragraphs 2.1 through 2.4 and the commissions earned asdescribed in Exhibit B are the sole consideration due for the rights granted to Companyunder this Agreement, and no other fees or other consideration will be charged.

2.7 Company and Company's subcontractors shall maintain complete and accurate records ofall operations under this Agreement in accordance with accepted industry standards andshall keep such records for a period of not less than five (5) years after the tennination ofthis Agreement. University reserves the right to conduct reasonable audits of operationsat any time during the tenn of this Agreement, including gross sales and shall have openaccess upon reasonable notice and during regular business hours to all records ofCompany and Company's subcontractors which relate to this Agreement and itsperfonnance upon request.

3. Beverage Pricing

3.1 Prices to University. University will purchase from Company or Company's designatedsubcontractor, and Company or Company's designated subcontractor will sell toUniversity, all of University's requirements (100%) for Beverages and Approved Cups,lids and carbon dioxide at the prices listed in Exhibit C. The prices in Exhibit C havebeen offered to University in reliance on University's representations set forth in 11.1 (D).

3.2 Prices to Concessionaire. If, during the Tenn, University elects to contract with a thirdparty to manage or operate Beverage services (a "Concessionaire") on any portion of theCampus, then the Beverage prices in Exhibit C will not apply to such Concessionaire butwill remain in effect for services operated by University. Company will then negotiateprices for Beverages with such Concessionaire. University must cause suchConcessionaire to purchase all of such Concessionaire's requirements (100%) forBeverages and Approved Cups, lids and carbon dioxide on Campus from Company orCompany's designated subcontractor.

3.3 Airport venue. Pricing for Sully's Landing, operating at Easterwood Airport, for post­mix products will be Company's then current national "agency pricing" and forbottles/cans will be in accordance with Exhibit C.

3

4. Equipment

4.1 Loan of Beverage Post-Mix Equipment.

Company will lend University Food Services, The Faculty Club and Athletics, at nocharge, the following equipment:

(A) post-mix dispensing equipment in the types and amounts Company and Universitymutually determine is reasonable to serve Company Beverages and DP Drinks onCampus; and

(B) any additional post-mix dispensing equipment reasonably needed to replacedefective or worn-out equipment or to equip new Campus locations mutually agreedto by Company and University.

No ice makers or water filters will be provided to University by Company. Theequipment provided by Company will at all times remain the property of Company.

4.2 Vending Equipment. Company and/or its subcontractor will provide Beverage vendingmachines and Snack vending machines, collectively referred to as "vending machines,"for use on Campus and will provide maintenance/repair service for such equipment asfollows:

The initial placement for Beverage vending machines will be an additional 49 machines,for a minimum total of 350 machines. Additional Beverage and snack vending machineswill be placed, relocated, or moved following Company surveys and a mutual agreementbetween Company and University on locations. Company and University agree tocontinue reviewing outdoor vending options.

Machines will have debit card readers as mutually agreed upon by Company andUniversity; Company will bear the cost of the readers and the installation of the readersand University will bear the cost of wiring and the internal system and will be responsiblefor servicing the readers.

Company will be responsible for all damage or loss to vending equipment, so long asUniversity provides security appropriate to the location, except that University will beresponsible for intentional misuse by an employee of University and agrees to pay up totwenty-five percent (25%) of damage or loss directly caused by vandalism.

University will be responsible for the cost of all necessary electricity, plumbing andrelated construction costs. Company will integrate energy saving measures during theTerm of this Agreement as follows:

(A) light timers will be placed on Beverage vending machines as mutually agreed byCompany or Company's designated subcontractor and University; and

(B) snack vending machines will be equipped with timers which may be activated asneeded.

4

4.3 University's Equipment Obligations. With respect to the equipment described in thissection, University will:

(A) upon the owner's request, execute UCC financing statements or other documentsevidencing proper ownership of the equipment;

(B) refrain from removing equipment from its location on Campus unless Universityreceives written consent of the equipment's owner;

(C) refrain from encumbering the equipment or permit any attachment to it, unlessauthorized to do so by the equipment's owner; and

(D) reimburse Company for any loss or damage to the post-mix equipment, reasonablewear and tear and loss or damage caused by Company excepted.

4.4 Post-Mix Equipment Service.

Company or its agent will provide University with service for the post-mix equipment asfollows: Mechanical repair service will be available 7 days per week, 24 hours per day.Company will make repairs and provide replacement parts free of charge, up to three (3)times per Agreement year for each piece of post-mix equipment. If a piece of equipmentrequires more than three (3) repairs per Agreement year, Company will review todetermine whether the equipment needs to be replaced. Company will provide unlimitedfree telephone assistance to University to resolve equipment problems in lieu of or inaddition to University requesting a service technician. But no free repair service or freeparts will be provided for intentional misuse or damage to the equipment by University'semployees. Company will invoice University, at Company's cost, for repair calls andparts for such intentional misuse or damage. Company will provide free routinemaintenance periodically.

Company will provide Service Technicians for athletic events as mutually agreedbetween Company and University. Parking passes will be provided by University toensure Service Technician access.

4.5 Vending Service. Company will be responsible for selecting Beverages and Snacks forvending, stocking its vending machines, providing refunds, collecting proceeds fromvending sales and paying commissions. Company or Company's designatedsubcontractor will keep its vending machines neat, sanitary and in good working order,and will clear the immediate areas of vending related debris whenever onsite to stock orrepair the machines. If a vending machine regularly malfunctions, University mayrequire replacement. Repairs will be made during Company's normal business hours.University will provide Company authorization as required to permit Company's vehiclesto operate and park on campus, at no additional charge. Company's vehicles will complywith safety and parking regulations while on campus. University agrees to provideCompany copies ofUniversity safety and parking regulations.

4.6 Limitation. Company will not be liable to University for damages of any kind arisingout of delays in providing service to equipment on Campus. University agrees to this

limitation of liability to the extent authorized by the Constitution and laws of the State ofTexas.

4.7 Concessionaires. If at any time during the tenn University retains a third party tomanage or operate any of University's Beverage outlets on Campus, then Company willtenninate its equipment loan and service to University for only that portion of Beverageoutlets operated by third party, and provide equipment and service to that third party ontenns separately agreed between Company and that third party.

5. Beverage Rights

University grants Company the following Beverage availability rights and Beveragemerchandising rights:

5.1 Beverage Availability. Except as provided by 5.3, only Company Beverages can be sold,dispensed, or served on Campus. All Company Beverages and DP Drinks sold,dispensed, or served on Campus must be bought from Company or Company'sdesignated subcontractor. University will make Company Beverages available for saleon Campus in all package fonns, through fountain dispensing, hawking during athleticevents, vending or any other means agreed upon by Company and University. Universitywill use its reasonable, good faith efforts to maximize the sale and distribution ofCompany Beverages on Campus. University agrees that if and when Companyintroduces a milk-based product, Company may make such product available on Campuson a non-exclusive basis.

5.2 Beverage Merchandising. Company has the right to merchandise Company Beverageson Campus, including the following specific rights:

(A) Point-or-Sale Advertising. Materials promoting Company Beverages at the pointof sale must be clearly visible to the purchasing public and must be displayed in amanner and location mutually acceptable to Company and University.

(B) Concession and Menuboard Advertising. Trademarks of Company Beveragesmust be prominently listed on the menuboards of all food and refreshment outlets.If University's menuboards have photo translites (which will be provided atCompany expense or may be included in Marketing Expenditures described inSection 2.3), University will ensure that advertising provided by Company anddepicting Company Beverages in Approved Cups appears in at least one translite ineach menuboard.

(C) Approved Cups; Beverage Hawking. All Company Beverages served, sold, ordispensed on Campus must be served in Approved Cups (except as provided in 5.3below), in Company's packaging or in promotional containers designed or approvedin writing by Company. The Faculty Club may serve, sell or dispense CompanyBeverages in glassware or other containers appropriate for the venue. Company orits designated subcontractor may hawk Company Beverages in the stands during all

6

athletic events and during all other events at which items of any sort are hawked inthe stands as mutually agreed to by University and Company.

(D) Alternative Distribution. University will sell Company Beverages usingCompany-trademarked materials, such as hawking trays, kiosks, mobile/push cartsand themed umbrellas, if and to the extent provided by Company.

5.3 Permitted Exception for Other Beverages. University may serve, sell or dispense thefollowing Competitive Products on Campus:

(A) University may serve, sell or dispense hot coffee or hot tea -- fresh brewed on thepremises -- even if those Beverages are not Company Beverages. Those coffee andtea Beverages must be made available in cups other than Approved Cups.

(B) Dr Pepper and Diet Dr Pepper brand carbonated soft drinks ("DP Drinks") will beprovided by Company and sold on Campus in accordance with the followingprovisions:

1. DP Drinks will be available in post-mix fountain, with no more than onevalve per piece of equipment. DP Drinks cannot be served in cups with DrPepper or Diet Dr Pepper branding.

2. Bottle/can DP Drinks will be available only as follows: no more than twobuttons per vending machine may dispense DP Drinks and no Dr. Pepperidentified vending machines will be placed on Campus.

3. University may display trademarks for DP Drinks on menuboards, dispensingequipment and coolers to indicate availability. DP Drinks must not otherwisebe marketed, advertised, promoted or sampled on Campus or in associationwith University, the Campus or the University Marks.

In the event that Company's designated subcontractor's franchise agreement withDr Pepper/Seven Up, Inc. is terminated, Company or its designated subcontractorwill contract with a distributor ofDP Drinks that has, or can secure, authorization toservice the Campus.

(C) Competitive Products in each of the following categories may be sold on Campus:juices, water, carbonated beverages and non-carbonated beverages, but only inaccordance with the following provisions:

1. University will ensure that Competitive Products are limited to one shelf forcarbonated beverages and one shelf for juices, water and non-carbonatedbeverages, for a total of two shelves, in each convenience store or retail outletlocation operated by University Food Services. If there is a conflict betweenthe parties as to the interpretation or applicability of this section, the partiesagree to continue operating as established by their previous workingrelationship.

7

2. University may display trademarks for the Competitive Products listed aboveon coolers to indicate availability. But those Competitive Products must nototherwise be marketed, advertised, promoted or sampled on Campus or inassociation with University, the Campus or the University Marks.

(D) Competitive Products in the sports drink/isotonic category may be provided toUniversity athletes and coaches on the sidelines and in the locker rooms duringUniversity athletic events, and such activity shall not be considered a breach of thisAgreement or a violation of Sponsor's exclusive rights hereunder. However, anyvending machines in the locker rooms shall not include Competitive Products in thesports drink/isotonic category.

6. Sponsorship and Trademark Rights

University grants Company the following sponsorship and trademark rights:

6.1 General Sponsorship Designation. Company may promote the fact that Company is asponsor of University and that Company Beverages are available on Campus. Thispromotion may occur in advertising (including television, radio, print and all othermedia), on packaging (including cups and containers), and at the point of sale of anyCompany Beverages. For example, Company may refer to itself in any of Company'smarketing, advertising or promotional materials as "sponsor" of the University, and referto any Company Beverage in any of Company's marketing, advertising or promotionalmaterials as the "official" or "exclusive" Beverage of University or the Campus.However, while Company may promote its sports drink/isotonic brands in connectionwith University as described below, Company may not refer to itself as the official"Sports Drink" provider of University unless specifically allowed under a separateagreement.

6.2 License to Use University Marks.

(A) Grant of License. Subject to University's approval rights in 8.2, University grantsCompany a license to use the University Marks throughout the United States -- on aroyalty-free basis -- for the purposes of promoting Company Beverages. Thelicense gives Company the right to use the University Marks in or on all ofCompany's advertising, promotional and packaging materials and activities, whichinclude -- for all purposes of this Agreement -- point-of-sale materials; cans, bottles,commemorative cans or bottles, can/bottle wraps and all other forms of packaging;broadcast, print, electronic and all other forms ofmedia; and merchandise.

(B) Use With Customers. Subject to University's approval rights in 8.2, the licensealso gives Company the right to use the University Marks in joint advertising andpromotions with Company's customers and to display the University Marks with itscustomers' trademarks, logos and branded products in or on all advertising,promotional and packaging materials and activities, so long as they appear withCompany's trademarks and the customer is not depicted as a sponsor of University.University acknowledges that Company's customers operate in all channels of trade,

8

including secondary schools, grocery stores, mass merchandise stores, conveniencestores, oil and gas/petroleum stores; drug stores; quick serve restaurants and allother types of restaurants; institutional foodservice operations; video and musicstores; movie theatres and indoor entertainment venues; and theme parks andoutdoor attractions. Because they are included in the Sponsorship Fees, no separateroyalty or license fee will be charged to Company or its customers for using theUniversity Marks in this manner. Any use by Company of University Marks inassociation with Company customers does not convey rights of use of anyUniversity Marks to Company customers.

(e) Use on Merchandise. Subject to University's approval rights in 8.2, Company maycreate merchandise bearing trademarks for Company Beverages together with anyof the University Marks. Company will not pay any royalties to University for thismerchandise, so long as it is distributed in connection with Company Beverages,free of charge or sold at a subsidized price (taking into account Company'soverhead costs associated with the relevant promotion). University agrees thatroyalties will not apply in any circumstances to any of the following that bearUniversity Marks: cups; vessels; cans, bottles, commemorative cans or bottles,canlbottle wraps and all other forms of packaging; vender fronts; and advertising orpromotional materials.

(D) Indemnity. To the extent authorized by the laws and Constitution of the State ofTexas, University will defend Company against all claims, and indemnify Companyfor all losses and expenses (including reasonable attorneys' fees), related toallegations that any University Marks infringe another's intellectual property, aslong as the University Marks have been used in the manner provided or approvedby University.

7. Promotional and Advertising Rights

University grants Company the following promotional and advertising rights:

7.1 Promotional Rights. University grants Company the right to promote CompanyBeverages with respect to University, the Campus and the University Marks.

(A) General. Subject to University's approval rights in 8.2, Company may engage inpromotional activities in order to establish and promote Company's sponsorshipassociation with University, the Campus and the University Marks. Thesepromotional activities may include, for example, offering commemorative bottles orcans or souvenir cups with University Marks, for sale at retail outlets on or off­Campus.

(B) Activities with Customers. These promotional activities may be conducted jointlywith Company's customers, who may be identified in or on advertising,promotional and packaging materials with their respective trademarks, logos, andbranded products, as well as generally identified as participants in the promotion, so

9

long as Company's trademarks are included and the customer is not depicted as asponsor ofUniversity.

7.2 Consumer Surveys. With University's prior approval as to location and time, Companymay -- at Company's expense -- conduct on-Campus consumer surveys relating toCompany Beverages and advertising. University will not unreasonably withhold itsconsent.

7.3 Signage for Products. Company is entitled to have signage on Campus for CompanyBeverages, as described in Exhibit D.

7.4 Print Advertising. University will provide Company with print advertising, as describedin Exhibit D.

7.5 Video Advertising. Company is entitled to video advertising, as described in Exhibit D.

7.6 Tickets and Hospitality Rights. University will make available for purchase byCompany and/or its subcontractors the types and quantities of tickets and otherentertainment rights to University functions, athletic events involving University Teams,and other special events associated with University as described in Exhibit D.

8. Cooperation and Approvals

8.1 General Cooperation. University will cooperate with Company's activities -- on andoff-Campus -- designed to promote Company's sponsorship association with University,the Campus and the University Marks.

8.2 University Approval Rights.

(A) Promotions. University has the right to approve in advance the following:

(1) the concept for any promotional activity with respect to University; and

(2) any materials that display any University Marks.

But Company has the right to use the Designations "sponsor of' or the "official" or"exclusive" Beverage of University, the Campus, or the University Teams withoutUniversity's prior approval.

(B) Approval. University will respond to a written submission for approval within ten(10) working days after receiving it. If approval is not received within such ten (l0)working days, then Company may send notice to University that Company has notreceived University's response. University will then respond within 48 hours of thatnotice. If approval is still not received, it shall be deemed withheld.

(C) Withholding Approval. University will not unreasonably withhold approval of asubmission. Withholding approval is considered unreasonable unless it is based on:

10

(1) University's determination that University Marks have been used incorrectlyin a technical sense (such as improper color or other trademarknonconformity); or

(2) University's reasonable determination that Company's proposed promotionalactivity or use ofUniversity Marks will reflect negatively on University.

For example, University agrees that it is unreasonable to withhold approval of asubmission that includes one of Company's customers or its Marks, solely becausethat customer is not also a sponsor of University or because that customer operatesin a trade channel where University already has an exclusive sponsor.

9. Exclusive Association; No Competitive Beverages

Each of the rights and licenses granted to Company under this Agreement is exclusive withrespect to Beverages. To protect this exclusivity, University makes the covenants listed below.These covenants are essential to protecting Company's exclusive association with University, theCampus and the University Marks. University understands that it is required to take certainactions -- and refrain from certain actions -- to comply with these covenants. The covenants areas follows, and each is subject to any exception expressly permitted by 5.3 above or as may berequired for University compliance with any NCAA directive or NCAA association withCompetitive Products:

9.1 No Competitive Products on Campus. University must ensure that no CompetitiveProducts are sold, dispensed, served, or sampled anywhere on Campus. But thisprovision does not apply to Competitive Products purchased off-Campus by students,faculty or their guests for personal consumption and not for distribution on Campus.

9.2 No Competing Trademark Visibility. University must not grant any form of trademarkvisibility or promotional or advertising rights to Competitive Products. University mustensure that there is no association or appearance of an association between University,the Campus, or the University Marks and Competitive Products.

9.3 No Promotion or Advertising of Competitive Products. University must ensure thatno permanent or temporary advertising, signage, or trademark visibility for CompetitiveProducts is displayed on Campus.

9.4 No Competitive Use of University Marks. University must not grant any advertising orpromotional rights -- including use of the University Marks -- to third parties (such asBroadcasters) in a way that permits those third parties to use those rights in associationwith Competitive Products. But Broadcasters may sell in-game spot advertising forCompetitive Products, so long as the spots do not display or refer to the University Marksor otherwise associate the University, the Campus or the University Marks withCompetitive Products through on-air mentions or on-screen images or text.

9.5 No Third-Party Beverage Promotions. University must not grant any third party theright to conduct promotions involving Beverages or Beverage containers, including

11

promotions that relate primarily to non-Beverage items but involve a Beverage -- on abranded or unbranded basis -- as a purchase requirement or promotional fulfillment. Thisprovision applies even if the promotion involves a Company Beverage, unless Companyparticipates in the promotion.

9.6 Steps to Stop Ambush Marketing. If any third party tries without Company's consentto associate Competitive Products with University, the Campus or the University Marks ­- or tries to suggest, by implication or otherwise, that Competitive Products are soassociated -- University will take reasonable steps to stop this "ambush marketing" andprotect Company's exclusive association. These steps may include the following, ascircumstances warrant:

(A) complaining in writing to the violating party and to local media outlets;

(B) issuing private and public cease-and-desist demands; and

(C) cooperating with Company in instituting legal action, where appropriate,including suits for temporary and pennanent injunctive relief.

Any party learning of ambush marketing will promptly notify the other parties of thisactivity.

10. Subcontractors

(A) Company recognizes that University prefers to deal with one party in terms of allfinancial and service obligations under this Agreement. However, Company isnot capable of performing directly the various vendor services required by thisAgreement, nor is it licensed to distribute DP Drinks. Therefore, it is understoodand agreed that Company will have the right to subcontract any of its rights orobligations hereunder to subcontractors, provided Company will neverthelessremain solely liable for all of the financial and other perfonnance obligationshereunder. Subcontractors shall be designated upon the mutual consent ofCompany and University. University will exercise its reasonable best efforts towork with Company's subcontractors.

(B) Company shall have the right to tenninate a subcontractor without University'sconsent upon a subcontractor's failure to perfonn its obligations to Company.Company shall have the right to replace a subcontractor with a replacementsubcontractor of Company's choosing, subject to University consent. Companyshall have at least sixty (60) days from the date of termination to replace atenninated subcontractor and shall exercise its reasonable best efforts in theinterim to continue to provide uninterrupted services to University.

(C) If University detennines that a subcontractor's perfonnance is unacceptable,Company will take all necessary actions to cure such unacceptable performanceincluding tennination. University will not be obligated to pursue a remedythrough a subcontractor. In the event of such termination, Company has the right

12

to continue using the then current subcontractor until a replacement can be agreedupon. So long as Company is exercising its reasonable best efforts to identify asuitable mutually acceptable subcontractor, University will not assert thatCompany is in breach of this Agreement.

(D) If Company terminates a subcontractor, University will exercise its reasonablebest efforts to cooperate with Company's effort to defend itself from any claim orsuit that such terminated subcontractor may elect to assert on the basis, at least inpart, that University has noticed Company that it deems such subcontractor'sperformance unacceptable.

(E) Upon entering into this Agreement the following are approved subcontractors forthe respective services:

(1) DP Drinks - Coca-Cola Enterprises Inc., d/b/a Bryan Coca-Cola BottlingCo., a Delaware corporation having its principal place of business at 704Capitol Parkway, Bryan, Texas 77807.

(2) Company Beverage Vending Services - Coca-Cola Enterprises Inc., d/b/aBryan Coca-Cola Bottling Co., a Delaware corporation having itsprincipal place ofbusiness at 704 Capitol Parkway, Bryan, Texas 77807.

(3) Snack Vending Services - Accent Food Services, a Texas corporationhaving its principal place of business at 16209 Central Commerce,Pflugerville, Texas 78766.

(F) Company, University and each subcontractor shall designate in writing a contractadministrator for day-to-day operations under this Agreement.

11. Representations and Covenants

11.1 By University. University represents and covenants to Company the following:

(A) Authority. It has full power and authority to enter into this Agreement and to grantCompany the rights described in it.

(B) Binding Obligation. It has obtained all necessary approvals for its execution,delivery, and performance of this Agreement. It has duly executed and deliveredthis Agreement, which is now its binding legal obligation.

(C) Right to License Marks. It has the exclusive right to license the University Marksto Company.

(D) Non-Profit Status. It is a non-profit institution self-operating a food and beverageservice on Campus. All Beverages purchased hereunder are solely for University'suse and will not be resold or otherwise made available to any third party which sellsor distributes Beverages. University will provide Company with prompt written

13

notice of any third party retained by it to manage or operate a beverage service onCampus.

(E) No Conflicting Agreements.

(1) It has not entered into -- and during this Agreement's Term will not enter into-- either of the following:

(a) any agreement that would prevent it from complying with thisAgreement; or

(b) any agreement granting rights that are in conflict with the rights grantedto Company under this Agreement.

(2) It will require third parties (possible examples include concessionaires, third­party food-service operators, vending companies, licensing agents andBroadcasters) to comply with the relevant provisions of this Agreement.

11.2 By Company. Company represents and covenants to University the following:

(A) Authority. It has the full power and authority to enter into this Agreement.

(B) Binding Obligation. It has obtained all necessary approvals for its execution,delivery, and performance of this Agreement. It has duly executed and delivered

.this Agreement, which is now its binding legal obligation.

(C) No Conflicting Agreements. It has not entered into -- and during this Agreement'sTerm will not enter into -- any other agreement that would prevent it fromcomplying with this Agreement.

12. Remedies and Termination

This Agreement takes effect on September 1,2003 and expires on August 31, 2010, but may beterminated earlier under the following circumstances:

12.1 University Termination Rights. In addition to other legal and equitable remedies,University may terminate this Agreement if any of the following events occur:

(A) If Company Doesn't Pay. University may terminate if Company fails to make anypayment to University under this Agreement and this default continues for 45 daysafter Company receives written notice of the default. But University may notterminate if the payment failure is due to University's failure to perform, any loss ofCompany's rights or a bona fide dispute between the parties.

(B) If Company Breaches. University may terminate if Company breaches any othermaterial term of this Agreement and Company fails to cure the breach within 45days of receiving written notice of the breach.

14

(C) IfCompany Becomes Insolvent or Bankrupt.

University may terminate on 45 days written notice if Company does any of thefollowing:

(1) becomes unable to pay its liabilities when due;

(2) makes an assignment for the benefit of creditors;

(3) files a voluntary petition in bankruptcy or is adjudicated bankrupt orinsolvent;

(4) has a receiver appointed for any portion of its business or property; or

(5) has a trustee in bankruptcy or trustee in insolvency appointed for it underfederal or state law.

12.2 Company's Termination Rights. In addition to other legal and equitable remedies,Company may terminate this Agreement if any of the following events occur:

(A) If University Breaches. Company may terminate if University breaches anymaterial term or condition of this Agreement and fails to cure the breach within 45days ofreceiving written notice of the breach.

(B) If University Loses Authority. Company may terminate if University's authorityto convey any of the rights in this Agreement expires or is revoked, in whole or inpart.

(C) If Campus Closes. Company may terminate if a portion of the Campus is closed -­other than in connection with regularly scheduled breaks, and for any reason, evenif beyond the reasonable control of University -- for a period of more than 120consecutive days, and during that period, sales of Company Beverages and DPDrinks on Campus decrease by more than ten percent (10%), as compared to salesduring the same period occurring 12 months earlier.

(D) Written Notice Required. Company must give 45 days written notice toUniversity when exercising its termination rights under 12.2(B) and (C).

12.3 Repayment of Sponsorship Fees.

(A) Prorated Refund. If this Agreement is terminated by Company under Paragraph12.2, University will refund to Company any Sponsorship Fees paid and allocableto any period after the date of termination, or, if beginning earlier, after the date ofUniversity's default.

(B) Allocation of Fees. The Sponsorship Fees for each year (or fraction of a yearincluded in the term) will be allocated on an equal daily basis throughout the year(or fraction ofthe year), without regard to the date oftermination or breach.

15

12.4 Company's Additional Remedies. In addition to Company's other available remedies,Company may seek a reduction of the Sponsorship Fees -- as described in 12.5 -- if:

(A) If Campus Closes. A portion of the Campus is closed -- other than in connectionwith regularly scheduled breaks, and for any reason, even ifbeyond the reasonablecontrol of University -- for a period of more than 90 consecutive days, and duringthat period, sales of Company Beverages and DP Drinks on Campus decrease bymore than ten percent (10%), as compared to sales during the same period occurring12 months earlier; or

(B) If Rights are Limited. Any of Company's rights is limited, such as by the breachof Company's exclusivity or by ambush marketing (see Section 9); or

(C) If Teams Fail to Play. Any of University's Flagship Teams (Football, MIWBasketball and Baseball) does not play all its scheduled home games on Campus fora period of 30 days or more, whether or not the failure to play is due to a causebeyond University's control.

12.5 Fee Reduction. If the circumstances described in 12.4 occur, then University andCompany will negotiate in good faith for an appropriate reduction of the remainingSponsorship Fees payable under this Agreement (and University will pay Company arefund of any prepaid amounts in excess of the reduced Sponsorship Fees). Thisreduction must fairly reflect the decrease ,in the value of Company's rights. If Universityand Company have not agreed on the amount of this reduction within 30 days of noticeby Company, then Company may immediately terminate the Agreement on written noticeto University.

12.6 Automatic Extension. If a portion of the Campus is closed -- other than in connectionwith regularly scheduled breaks, and for any reason, even if beyond the reasonablecontrol of University -- for a period of more than 30 but not more than 90 consecutivedays, and during that period, sales of Company Beverages and DP Drinks on Campusdecrease by more than ten percent (10%), as compared to sales during the same periodoccurring 12 months earlier, Company will have the right, at its option, to extend the tennof the Agreement for a corresponding period.

13. Confidentiality

Confidential information includes any business, marketing, promotional, or technicalinformation provided by one party to another. If information is designated by theoffering party as confidential, the information will remain the confidential proprietaryinformation of that party. It will not be disclosed, unless otherwise required byapplicable law. If a party determines that disclosure of another party's confidentialinformation appears to be required by law, that party will give the other party promptwritten notice, so that it may assert any exemptions from or defenses to disclosure thatmay be available.

14. Miscellaneous Provisions

14.1 Entire Agreement. This Agreement and any other agreements referenced in it containall the terms and conditions agreed on by the parties with respect to this Agreement'ssubject matter. This Agreement does not invalidate or amend any other agreementbetween University and Company with respect to other subject matter.

14.2 Modification. This Agreement can be modified or changed only by a written instrumentsigned by both parties.

14.3 Retained Rights. This Agreement does not give any party any interest in or the right touse the trademarks of another party except as specifically authorized in this Agreement.Even if use of a party's trademarks is specifically authorized, the trademarks remainsolely that party's property, and no joint ownership can arise because of the other party'suse under this Agreement. This Agreement does not make any party the agent of anotherparty, nor does it create any partnership or joint venture between University andCompany.

14.4 Insurance Obligations. Each party will maintain sufficient insurance to adequatelyprotect the other party's respective interests and in accordance with good businesspractices customary in its business. Upon request, each party will provide proof of therequired insurance.

14.5 Release, Discharge, or Waiver. A party's release, discharge, or waiver of any of thisAgreement's terms or conditions is effective only if in writing and signed by that party.A party's specific waiver does not constitute a waiver by that party of any earlier,concurrent or later breach or default. No waiver occurs if a party either fails to insist onstrict performance of this Agreement's terms or pays or accepts money under thisAgreement with knowledge of a breach.

14.6 Severability. If any portion of this Agreement is severed -- that is, held indefinite,invalid, or otherwise unenforceable -- the rest of this Agreement continues in full force.But if the severance of a provision affects a party's rights, the severance does not deprivethat party of its available remedies, including the right to terminate this Agreement.

14.7 Assignment.

(A) By University. Because this Agreement is for rights umque to University,University may not assign any of University's rights or obligations withoutCompany's prior written consent. None of University's rights or obligations maybe assigned by operation of law without Company's prior written consent. Anyassignment that violates the terms of this provision is void.

(B) By Company. In addition to Company's rights to engage subcontractors, as setforth in Section 10 above, with University's prior written consent, which will not beunreasonably withheld, Company may assign all or part of Company's rights and

17

obligations under this Agreement to any of Company's subsidiaries or to any of itslicensed bottlers.

14.8 Survival. A party's obligations (if any) to observe confidentiality and to provide refundsand indemnification survive the expiration or termination of this Agreement.

14.9 Notice. Any notice or other communication under this Agreement must be in writing andmust be sent by registered mail or by an overnight courier service that provides aconfirming receipt. A copy of the notice must be sent by fax when the notice is sent bymail or courier. Notice is considered duly given when it is received by the other partythrough the mail or delivered by courier. Unless otherwise designated by the parties,notice must be sent to the following addresses:

(A) Notice to Company.

The Coca-Cola CompanyOne Coca-Cola PlazaAtlanta, Georgia 30313Attention: Director - U.S. Education Channel Business DevelopmentFax: 404/515-0311

Copies to: Director, Business AffairsFax: 404/515-3938Global Marketing CounselFax: 404/676-4269

Coca-Cola Enterprises Inc. d/b/a Bryan Coca-Cola Bottling Company704 Capitol ParkwayBryan, Texas 77807Attention: President and General ManagerFax: 979/778-7292General CounselFax: 770/989-3619

(B) Notice to University.Texas A&M University1181 TAMUCollege Station, Texas 77843-1181Attention: Vice President for Finance and ControllerFax: 979/862-7778

With a copy to: Office of General Counsel200 Technology Way, Suite 2079College Station, Texas 77845Fax: 979/458-6150

14.10 Counterparts. This Agreement may be executed in two or more counterparts.

18

( r

14.11 Headings. All headings are for reference purposes only and must not affect theinterpretation of this Agreement. All references to "days" in this Agreement meancalendar days, unless working days are expressly stated. All references to "including"mean "including without limitation."

14.12 Exhibits. Exhibits A through E are fully incorporated into this Agreement.

14.13 Governing Law. This Agreement is governed by and must be interpreted under the lawsof the State of Texas, without giving effect to any applicable conflict or choice-of-IawprOVISIons.

TheC~::~P.i\ TE _By:~ errBy:-+--t-"----'-f------

"W'illitlm 1;;). LEwisay ?,q,,/ 1\"'\ ~.;-r Ro rt M. GatesSenior Vice President, PresidentCustomer and Alliance Marketing

Date Signed:__"-----:.----=.~ _ Date Signed:_-:.1_-_Y__- _03 _

Approved as to form

By:A/<nC1-Jj LJal&<%Texas A&M University System, Office ofGeneral Counsel

19

Exhibit A

Definitions

"Agreement Year" means each twelve-month period beginning with the first day of the Term ofthis Agreement and each anniversary thereof.

"Approved Cups" means disposable cups (21-oz., 32~oz. and 44-oz, minimum sizes) approved byCompany. These cups must prominently bear the trademarks of Coca-Cola® or other CompanyBeverages on 100% of the exterior cup surface. From time to time, Company may also approvenon-disposable souvenir cups or other customized cups for use on Campus, provided that suchcups prominently feature trademark(s) for Company Beverages. The Company's currentApproved Cup is shown in Exhibit E.

"Beverages" means all non-alcoholic beverages of any kind or form, and all beverage bases fromwhich these can be prepared. "Beverages" does not include: milk, flavored milk, fresh brewedcoffee and tea, fresh squeezed juices and tap water. "Beverages" does not include any isotonicproduct provided to University athletics and coaches during a University athletic event.

"Blockage" means the alteration, dimming, or obscuring of advertising for whatever reason,including by electronic manipulation or the electronic insertion of virtual signage forCompetitive Products. "Blocked" has a corresponding meaning. Blockage and Blocked shallnot include any dimming as a result of energy conservation measures implemented by Universitynor shall it mean the covering of signage during University sanctioned events including, but notlimited to, graduation and Muster, so long as all signage is covered for these events.

"Broadcaster" means any person or entity that for any business purpose broadcasts, distributes,prints, syndicates, televises, or publishes by any means (including electronically via the Internet)any photograph, film, videotape, or other recording or rendering of all or part of the Campus, anyTeam game, or any other Campus event. "Broadcast" has a corresponding meaning.

"Campus" means all buildings and grounds located in College Station, Texas owned or operatedby the University during the Term, whether currently existing or built or acquired during theTerm, including all branded or unbranded food service outlets, vending locations, athleticfacilities (including press boxes, but excluding sidelines subject to a separate sideline agreementfor sports drinks), auditoriums, theatres, housing and medical facilities, and retail outlets. Thosebuildings which are under the control of parties other than University, including but not limitedto, The George Bush Library, Clayton W. Williams, Jr. Alumni Center, Food Safety InspectionService Building and other non-University owned buildings in the Research Park and the TexasA&M University Development Foundation are exempt from this Agreement; however, shouldUniversity acquire the vending rights in such facilities they are hereby granted to Company.This Agreement does not apply to the following: the University Bookstore located in theMemorial Student Center, the branch campus of University located in Galveston, Texas or anyother current or future branch campus ofUniversity.

"Company Beverages" mean Beverages marketed under trademarks or brand names owned orcontrolled by or licensed for use to Company.

"Competitive Product" means (1) any Beverage that is not a Company Beverage, and (2) anyproduct -- whether or not a Beverage -- marketed under Beverage trademarks that are notCompany trademarks, or any associated or related trademarks.

"Designations" means (1) "Official Soft Drink [or Juice, Tea, etc.] of Texas A&M University";and (2) "Official Soft Drink [or Juice, Tea, etc.] of the Texas Aggies."

"Mark" means -- with respect to any party -- any trademark, trade name, service mark, design,logo, slogan, symbol, mascot, character, identification, or other proprietary design now or in thefuture owned, licensed, or otherwise controlled by that party. Examples of University Marksinclude the Designations; the University's name, logo and emblems; the Teams' names, uniforms,logos and emblems.

"Team" means any intercollegiate athletic team associated with University.

"University Food Services" means any University self-operated entity serving food and/orbeverages, such as, but not limited to, The Faculty Club, dining halls and cafeterias.

Exhibit B

Vending Commissions

Beverages:

Product

12 oz. CSD cans20 oz. CSD bottlesNCB'sWater 120z/200z

Snacks:

Product

Chips SSChips L SSChips XL SSCrackersSmall CookiesLarge CookiesNutsCandyKing Size CandyPopcornPastryHealthy SnacksPremium SnacksLSS Premium SnacksGumLifesavers

Commission %

45%45%15%37%

Commission %

22%22%22%22%22%22%22%22%22%22%22%22%22%22%22%22%

Initial Vend Prices

$ .65$1.00$1.00

$.65/$1.00

Initial Vend Prices

$ .55$ .80$1.00$ .55$ .65$ .75$ .75$ .85$1.25$ .75$1.00$ .75$ .75$1.25$ .50$ .60

• Commissions will be based on cash collected, net of sales tax and any other governmentmandated deposits, taxes or fees, if any.

• Commissions will be paid on a monthly basis by the 20th of each month.

• In Agreement Year Five of this Agreement, if supported by a market analysis, the partieswill mutually consider a price increase. Any price increase must be mutually agreed toby the parties, and such agreement will not be unreasonably withheld.

Exhibit C

Product Pricing

Price to University Food Service, Faculty Club and Athletics:

Post-Mix Products:

InvoiceBIB Price

Description Packa2e Per Gallon

Fountain Syrups 5 gallon $2.60

2.5 gallon $2.60

Nestea Unsweet 5 gallon $2.60

2.5 gallon $2.60

ICEE 5 gallon $9.03

2.5 gallon $9.28

• Cost per gallon will increase annually based upon Company's National Price List (not toexceed a 3% increase in any Agreement Year) and such increases will be communicatedto University no later than sixty (60) days prior to the effective date ofthe increase.

Minute Maid Orchard's Best:

PriceBIB Per Gallon

Description Package

Premium Blend Orange Juice 2.5 gallon $20.24

Apple Juice 2.5 gallon $21.38

Cranberry Juice 2.5 gallon $16.27

Grape Juice Beverage 2.5 gallon $17.58

Grapefruit Juice 2.5 gallon $13.58

Pineapple Juice Beverage 2.5 gallon $15.13

Kiwi Strawberry 2.5 gallon $15.70

Apple Berry 2.5 gallon $15.70

Blue Cooler 2.5 gallon $15.70

• Cost Per Gallon will increase annually based upon Company's National Price List andsuch increases will be communicated to University no later than sixty (60) days prior tothe effective date of the increase.

Bottle/Can Pricing:

Description

Bottle 80z Carbonated Soft Drink

Bottle 10 oz Carbonated Soft Drink

Bottle I-Liter Carbonated Soft Drink

Bottle 2-Liter Carbonated Soft Drink

Bottle 20 oz Carbonated Soft Drink

Cans 12 oz Carbonated Soft Drink Regular

Cans 12 oz Carbonated Soft Drink Diet

Dasani Y2Itr

Dasani 12 oz

Dasani 20 oz

Dasani Iltr

Dasani 1Y2 Itr

Evian Iltr

Evian Y2ltr

Evian 1Y2 Itr

Evian 700 mil.

Fruitopia 20 oz

KMX

Mad River 17.6 oz / 24 ct.

Minute Maid Lemonade 12 oz

Minute Maid Fruit Punch 12 oz

Minute Maid Lemonade 20 oz

Minute Maid Fruit Punch 20 oz

Minute Maid Juice 16 oz

Nestea 16 oz PET

Minute Maid 11.5 oz

POWERADE 12 oz

Price/Case

$12.75

$13.00

$10.93

$9.27

$13.10

$7.00

$7.00

$10.00

$9.75

$10.00

$10.00

$13.25

$12.72

$15.80

$16.70

$15.50

$15.50

$29.20

$24.00

$8.60

$8.60

$15.50

$15.50

$16.43

$16.28

$12.60

$10.00

Bottle/Can Pricing (continued):

Description

POWERADE 20 oz

POWERADE 32 OZ

Price/Case

$16.00

$11.50

• Bottle/Can pricing will increase by 3% in Agreement Year 3 and another 3% inAgreement Year Six; such increases will be communicated to University no later thanthirty (30) days prior to the effective date of the increase.

Description

Premix Tanks 4.75 gallons

Premix Tank Deposit

C02 20# cylinder

C02 35# cylinder

Wax Cups /16 oz -1000 ct.

Wax Cups / 22 oz - 1000 ct.

Wax Cups /32 oz - 480 ct.

Lids 16 / 22 oz - 2000 ct.

Lids 32 oz - 960 ct.

Price/Case

$13.39

$3.00

$7.93

$13.39

$36.57

$36.57

$36.57

$29.82

$22.92

Exhibit D

Signage, Advertising, and Tickets

1. Signage.

(A) Locations. Company will maintain current percentage of scoreboard advertisingpanels on existing and new scoreboards. Current signage and assigned value forpurposes of Unrelated Business Income Tax (UBIT) includes the following:

Location

Kyle Field(football)

Reed Arenaea.(basketball)

Size

8' x 10'

(2)2'x6'

(l)2'x6'

(1)2'x6'

Advertising

Coca-Cola Classic

Coca-Cola Classic

DASANI

Sprite

Value

$50,000

$6,500

$6,500

$6,500

Olsen Field(baseball)

G. Rollie WhiteColiseum

To be mutually determined by the parties

Backlit Scorer's Table $500

(B) Appearance. The text, graphics, and artwork for such signage will be developed,created and produced by Company, at Company's sole cost.

(C) No Obstruction of Signage.

(1) Company's signage on Campus must not be Blocked by University or anythird party. This includes Blockage during the Broadcast of any Team gameor other Campus event except as defined in Exhibit A and University may alsocover Company's signage to the extent expressly required by the constitutionand by-laws of the National Collegiate Athletic Association ("NCAA") duringNCAA championship events so long as signage for all other Universitysponsors is also covered.

(2) To protect Company's rights in (C)(l), University will cause third parties toagree to comply with (C)(l) in all new or renewed agreements involvingrights to Broadcast Team games or other Campus events, or otherwisephotograph the Campus.

(D) Obligation to Maintain Signage. University will install and maintain allmaterials used for the sign panels described in (A) and for the structuressupporting the panels. University will repair any malfunction, damage, ordestruction to the panels or supporting structures within a commerciallyreasonable period. All installation, maintenance and repair will be at University'sexpense, except that Company will pay the cost of installing any replacementpanels used to modify Company's initial advertising message or graphics.

(E) Illuminated Signage. University will supply the required electricity for alllighted signs and advertising panels -- including lighted concession advertising -­that advertise or promote Company Beverages. All these signs and panels mustbe fully illuminated at all events during which any signs in the same facility areilluminated.

(F) Access to Signage. At all reasonable times, University will provide Companyaccess to its signage to replace, remove, or modify it.

2. Print Advertising.

(A) Company will receive one full-page four-color ad in each Team game program andschedule cards.

(B) The text, graphics and artwork for such print advertising will be developed, createdand produced by Company, at Company's sole cost.

3. Video Advertising. [7.6]

The parties agree to review video advertising opportunities on University's videoscreen upon the expiration of the University's agreement with Action Sports Media.Mutually agreed upon video advertising will be incorporated into this Agreement bya written addendum signed by both parties. University agrees to continueCompany's existing spots on the coaches programs.

4. Tickets.

Company will have the right to purchase the following tickets at face value during eachAgreement Year:

Twelve (12) tickets to all University Flagship Team athletic events, to includefour (4) parking passes

EXHIBITE

Approved Cup

Temporary Concessions Addendum

This addendum to the Sponsorship Agreement between The Coca-Cola Company (Company)and Texas A&M University (University) outlines the understanding for the provision of athleticconcession services to be provided by Company's subcontractor, ARAMARK, on a temporarybasis effective from September 1, 2003 and ending on May 31, 2004 (Concessions Period)

DEFINITIONS:

"ARAMARK" shall mean ARAMARK SPORTS AND ENTERTAINMENT SERVICES OFTEXAS, INC., a Texas corporation.

"Athletic Facilities" shall mean the athletic stadiums and arenas located on University's campustogether with such other athletic facilities on University's campus as may be mutually agreedupon by University and ARAMARK..

"Commissions" shall mean the amounts payable to University by ARAMARK.

"Concession Premises" shall mean the areas, improvements, personal property and facilitieswithin the Athletic Facilities made available by University to ARAMARK. for the provision ofthe Concession Services.

"Concession Services" shall mean the sale of such items and the provision of such servicesnecessary to sell snack food and non-alcoholic beverages, at any and all events held at theAthletic Facilities.

"Gross Receipts" shall mean all receipts received by ARAMARK from the Concession Services,less only retail sales taxes and other direct taxes imposed on upon receipts collected from theconsumer.

"Interest Rate" shall be the rate of uprime" published in The Wall Street Journal under a headingpresently entitled "Money Rates," such rate to be adjusted at the end of each calendar quarter,plus two percentage points.

"Minimum Annual Guarantee" shall mean the minimum amount of Commissions payable toUniversity during the Concessions Period, which minimum amount shall be Two HundredEighty Thousand Dollars ($280,000).

CONCESSION RIGHTS GRANTED TO ARAMARK:

Other than packaged meals and certain services provided by University's food services and foodand beverages served in stadium boxes leased to third parties, Company, through itssubcontractor ARAMARK., has the sole and exclusive right to provide Concession Services atall events held at the Athletic Facilities. The sole and exclusive right granted to ARAMARKshall extend to all areas inside the Athletic Facilities and the areas which immediately surroundthem, including, without limitation, grounds, parking areas and walkways.

~~---=..:.~-------------

COMMISSIONS:

In further consideration of the rights granted to ARAMARK. as set forth in this addendum,ARAMARK shall pay to University Commissions equal to 39% of Gross Receipts obtained byARAMARK from providing the Concession Services.

REPORTING. ACCOUNTING AND PAYMENT OBLIGATIONS OF ARAMARK.:

A. Statement of Gross Receipts; Payment: Within twenty (20) days following theend of each Accounting Period, ARAMARK. shall provide University with a statement of GrossReceipts for such Accounting Period, together with payment of Commissions due Universitywith respect to such period. Each statement of Gross Receipts shall include an allocation ofGross Receipts by product category.

B. Annual Statement: Within twenty (20) days following the end of the ConcessionsPeriod, ARAMARK shall provide to University a statement of Gross Receipts for suchConcessions Period, together with payment of the amount, if any, by which the MinimumAnnual Guarantee exceeds the Commissions paid by ARAMARK. directly to University for suchConcessions Period.

C. Books and Records: ARAMARK. shall maintain accurate books and records inconnection with its Concession Services and shall retain such records for a period of at least five(5) years following the expiration of the Concessions Period. University shall have the right,upon reasonable notice being given to ARAMARK., to review and to audit ARAMARK.'srecords of Gross Receipts.

D. Record Keeping: ARAMARK. shall use such cash registers, sales slips, invoicingmachines and other automatic counting equipment as it deems necessary to properly andaccurately record all Gross Receipts from the Concession Services. Such equipment and recordsshall be subject to the reasonable approval and inspection of University during regular businesshours.

E. Accounting Periods: The accounting periods within each quarter shall consist oftwo (2) periods of twenty-eight (28) days each and one (1) period of thirty-five (35) days.

F. Audit: If, upon independent examination of ARAMARK's records and the dataprovided to University by ARAMARK, University discovers that the sums due pursuant to thisAgreement have been understated, University shall notify ARAMARK. of the deficiency, andARAMARK. shall pay to University the amount of such deficiency plus interest thereon at theInterest Rate from the date payment of such sums was due until the date paid. If there is anysuch deficiency for the period audited, ARAMARK shall reimburse University, as appropriate,for any and all costs incurred in conducting the independent examination, whether by a certifiedpublic accountant or otherwise. If an independent examination of the data reveals anoverpayment by ARAMARK, University immediately shall reimburse ARAMARK for theamount of the overpayment.

Temporary Concessions AddendumPage 2 0[6

PERSONNEL:

A. Employment: ARAMARK shall employ and supervise such personnel as shall benecessary for the efficient perfonnance of its obligations under this Addendum. ARAMARKshall assign to the Athletic Facilities only employees reasonably acceptable to University.

B. ARAMARK's General Manager: ARAMARK shall conduct the ConcessionServices under the supervision of a general manager. University shall have the right to approveARAMARK's general manager prior to his or her assignment to the Athletic Facilities, whichapproval shall not be unreasonably withheld.

C. Non-Solicitation: University agrees that during the Concessions Period and for aperiod of two (2) years following the tennination of the Concessions Period that it will notdirectly or indirectly solicit, hire, offer to hire or employ any current salaried or management­level employee of ARAMARK to work in or in connection with University-providedConcessions Services, without ARAMARK's prior written approval.

D. Third-Party Staffing: ARAMARK may, at its expense, adopt a program to enterinto subcontract arrangements with various local community service clubs and other non-profitorganizations which will be allowed to staff certain locations in the Athletic Facilities.ARAMARK will ensure that any representatives of such clubs and organizations will be suitablyunifonned, trained and supervised in accordance with the requirements otherwise imposedhereunder on ARAMARK with regard to its employees. ARAMARK will indemnify and holdUniversity hannless with respect to any and all claims for loss or damage and attorney's fees,arising directly or indirectly out of the activities attributable to such clubs or organizations, andany and all claims asserted by such clubs and organizations, including the members thereof,which arise under such subcontract arrangements with ARAMARK, except such damages orliability, arising from or attributable to University's negligence.

CLEANING:

ARAMARK. shall keep the Concession Premises clean and neat at all times. ARAMARKfurther agrees that it shall pick up and remove all trash, garbage, litter and refuse within a radiusof ten feet from each concession stand and other location from which ARAMARK provides theConcession Services. At the end of each day during which ARAMARK has providedConcession Services, it shall deliver all trash, garbage, litter and refuse to a central pointdesignated for disposal by University.

REPAIR, REPLACEMENT AND MAINTENANCE:

ARAMARK shall maintain the facilities, furniture, fixtures and equipment which are furnishedby ARAMARK, and shall, repair and replace such facilities, furniture, fixtures and equipment asneeded. ARAMARK shall not be responsible for maintaining, repairing or replacing any otherfacilities, furniture, fixtures or equipment unless ARAMARK's negligence shall have been thecause necessitating such maintenance, repair or replacement.

Temporary Concessions AddendumPage 3 of6

ARAMARK'S OPERATIONAL RESPONSIBILITIES:

A. Periods of Operations: ARAMARK shall provide the Concession Services priorto and during each event held at the Athletic Facilities and at such other times as shall bereasonably necessary to serve patrons of the Athletic Facilities. The number of stands and theirrespective hours of operation shall be appropriate to enable ARAMARK to efficiently meetanticipated customer demand.

B. Serving Materials: ARAMARK shall offer for sale food and beverages which areserved in paper or pasteboard cups, trays and wrappers, as appropriate. With the exception ofunsweetened and unflavored bottled water and certain products of University which may be soldor served in their original containers, no food and beverages shall be served in bottles, cans,plastic containers or packages.

C. Ouality: All food and beverage items and merchandise offered for sale byARAMARK shall be of high quality. ARAMARK shall not offer for sale any food or beverageitems which are spoiled, of poor quality or otherwise unfit for consumption and any such itemsimmediately shall be removed by ARAMARK from any food preparation or service area.

D. Prices: At least thirty days prior to the beginning of the Concession Period,ARAMARK shall submit to University for its approval the prices to be charged for each item tobe sold by ARAMARK. University shall exercise a good faith effort to cause University toexercise in a reasonable and timely manner its right to approve changes in such prices as may beperiodically requested by ARAMARK. It is understood and agreed by University andARAMARK that the prices charged for Concession Services shall be comparable to those foundin other similar facilities. ARAMARK shall post prices on approved menu boards which shall beattached permanently to all stands and portable carts.

E. University's Product Designation Rights: Prior to the start of the ConcessionPeriod, ARAMARK shall submit to University, for its approval, those items which ARAMARKintends to offer for sale at the Athletic Facilities. ARAMARK shall sell only those itemsapproved by University. In addition, when so requested by University and to the extentapplicable law permits ARAMARK to do so, the products of University's sponsors including,but not limited to, the Coca-Cola Company and advertisers shall be featured and sold byARAMARK provided such products are available to ARAMARK at equivalent prices, terms,quality and quantity as are generally available to ARAMARK from suppliers of similar products.At University's request and to the extent applicable law permits ARAMARK to do so,ARAMARK shall purchase those products and utilize those suppliers designated by University;provided, however, that such products are comparable to those preferred by ARAMARK withrespect to prices, terms, quality, quantity and customer acceptance. If ARAMARK desires tooffer for sale any product not included in the approved menu and price schedule, writtenapproval of the additional items must be obtained from University, and written approval of theprices at which they may be offered for sale must be obtained from University. If ARAMARKdesires to substitute any item for another listed item, or make any change in quality or portionsize of the items set forth herein, written approval must first be obtained from University.

Temporary Concessions AddendumPage 4 0[6

RESPONSIBILITIES OF UNIVERSITY:

A.electricity.

Utilities: University shall provide without charge to ARAMARK water and

B. Removal of Trash and Garbage: University shall establish a central location towhich ARAMARK shall deliver all trash and garbage produced by ARAMARK's ConcessionServices. University shall, at its sole expense, remove all trash and garbage placed byARAMARK at such location.

C. Repairs: University shall timely make and pay for all repairs to all utilitiessystems within the Athletic Facilities and all structural areas and improvements provided byUniversity, except when such repairs are necessitated by ARAMARK's negligence.

LICENSES, PERMITS AND TAXES:

A. Licenses, Pennits and Taxes: ARAMARK, at its expense, shall obtain andmaintain in good standing at all times all legally required licenses and pennits necessary toprovide the Concession Services. University shall cooperate with ARAMARK in obtaining suchlicenses and pennits.

B. Payment for pennits and Licenses; Collection: ARAMARK shall pay for allFederal, state and local licenses and pennits and collect and pay for all sales, use and excisetaxes relating to the provision of the Concession Services.

Notices to ARAMARK:

All notices required to be given by University to ARAMARK pursuant to this Agreement shallbe in writing and personally delivered, sent by telefax, telegram or overnight courier or sent byregistered or certified mail, return receipt requested to:

ARAMARK Sports and Entertainment Services, Inc.1101 Market StreetPhiladelphia, PA 19107Attn: President

with a required copy to:

ARAMARK Corporation1101 Market StreetPhiladelphia, PA 19107Attn: Executive Vice President

and General Counsel

or to such other person or place as ARAMARK may designate in writing.

Temporary Concessions AddendumPage 5 0/6

.., ,

Accepted and Agreed:

Date Signed: Q,ll.1-03

(

)

Date Signed: J- 8- fJ3

Approved as to form

BY~~<~Texas A&M U ersity SystemOffice ofGeneral Counsel

Temporary Concessions AddendumPage 60/6