MARKETING SUPPORT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into this 24th day of OCTOBER 2011. by and between:

COCA-COLA BOTTLERS PHILIPPINES, INC., a corporation organized under Philippine Law, with administrative office at the 4/F Kings Court Building II, 2129 Chino Roces Avenue, Makati City, represented by its CMH Renee , Frigillana and PFM Noel Anore, hereafter referred to as COMPANY; -and-

[ CANOY, MELLISA FESARIN ], Filipino, of legal age, single / married, doing business under the name and style of CANOY BAKESHOP , with business address at POBLACION SAN FRANCISCO SURIGAO DEL NORTE, hereinafter referred to as OUTLET; -or-

[IF PARTNERSHIP] a duly registered partnership doing business under the laws of the Philippines, with business address at _________________, represented herein by its duly authorized representative, _______________, hereinafter referred to as OUTLET; -or-

[IF CORPORATION], a corporation duly organized and existing under the laws of the Philippines, with principal office at ______________________, represented herein by its duly authorized representative, _____________________________, herein after to as OUTLET. WITNESSETH: That-

WHEREAS, the COMPANY, either directly or through its subsidiaries, is engaged in the business of manufacturing, distributing and selling softdrinks, bottled water, juices, and other beverages (hereafter collectively referred to as the Products); WHEREAS, the COMPANY sells the Products through its dealers and retail outlets nationwide and is willing to provide marketing support to retail outlets which meet certain specifications and requirements of the COMPANY; WHEREAS, the OUTLET wishes to avail the COMPANYs marketing support and is willing to comply with COMPANYs specification and requirements; NOW, THEREFORE, for and inconsideration of the foregoing and of the following mutual covenants, stipulations, terms and conditions, the parties hereto have mutually agreed, covenanted and stipulated as follows: SECTION 1 COVERAGE- This Agreement covers the sale by the OUTLET only of the Products listed specifically in Annex A hereof (the Covered Products). The COMPANY reserves the right to modify, add or remove specific products from the list of Products covered by this Agreement. Any addition or deletion of Products shall take effect after issuance of one (1) month advance notice to the OUTLET. SECTION 2. OUTLETS COMMITMENT-

2.01 The OUTLET, its branches, affiliates and subsidiaries shall display, sell, advertise, merchandize, distribute and/or promote the Covered Products and exclude the display, sale, advertising, merchandising and/or promotion of any other non-alcoholic beverage competing with the Covered Products; 2.02 The OUTLET shall coordinate with the Company on the advertising, merchandising and/or promotion of any alcoholic beverages, food or any other product ensuring that such advertising, merchandising and/or promotion shall not be installed, hung, arranged and/or put on property in conflict with the sale, promotion, merchandising, advertising and distribution of the Covered Products;

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2.03 The OUTLET shall exert best efforts to attain the minimum monthly and/or annual sales volume for the Covered Products, as specified in Annex A. In the event that OUTLET is unable to meet the minimum volumes specified in Annex A, COMPANY shall have the exclusive option to extend the effectivity of this Agreement until such time that said volumes are attained by the OUTLET. 2.04 Further, the OUTLET undertakes that during the term of this Agreement, it shall participate in and fully comply with COMPANYs marketing programs and campaigns, and shall give COMPANY the right of first refusal with respect to possible tie-ups with OUTLETs own marketing programs and campaigns. Except for existing exclusivity agreements with other entities which have been disclosed by OUTLET to COMPANY and listed in Annex B hereof, or instances wherein the COMPANY did not exercise its right of first refusal for OUTLETs own marketing programs and campaigns, the OUTLET or any of its branches, subsidiaries or affiliates shall not, whether directly or indirectly, enter into any arrangements, devices, agreements or contracts for the sale, distribution and/or promotion of products which directly compete against the Covered Products. SECTION 3. PRICING GUIDELINES AND OTHER CONDITIONS During the term of this Agreement or any extension thereof, the OUTLET shall strictly abide by the suggested retail price (SRP) guidelines of the COMPANY, the conditions set forth in Annex C hereof and other conditions pursuant to this Agreement. Failure of the OUTLET to comply with the SRP guidelines, any of the conditions under Annex C and/or any other conditions set by the COMPANY pursuant to this Agreement shall be a valid cause for the COMPANY to suspend , withhold, withdraw, and/or terminate any and all marketing support to the OUTLET until such time that OUTLET complies therewith, and/or for the COMPANY to be entitled and get a refund of any paid marketing support already given to the OUTLET. SECTION 4. MARKETING SUPPORT To assist the OUTLET attain the minimum sales volumes specified in Annex A hereof, the COMPANY aggress to provide the OUTLET with marketing support as specified in Annex D hereof, which marketing support shall be extended immediately upon execution of this Agreement. COMPANY may provide OUTLET with additional marketing support as specified in Annex E hereof, to be released under the terms and conditions specified therein, if in the sole and exclusive determination of COMPANY, OUTLET achieves certain volume, compliance and performance parameters, which parameters shall be discussed by COMPANY with OUTLET. OUTLET hereby understands and agrees that the marketing support extended by the COMPANY shall be used exclusively for the promotion and enhanced sales of the Covered Products and for no other purpose. Such marketing support is not convertible to cash. Any violation of this provision shall be a valid cause for the immediate suspension, withdrawal, termination, refund and/or indemnification of such marketing support and/or termination of this Agreement by the COMPANY. SECTION 5. MODIFICATIONS IN MARKETING SUPPORT During the term of this Agreement, and in recognition of the COMPANYs inherent prerogative to revise its marketing support program and other aspects thereof to address the rapidly changing business conditions, the COMPANY may introduce reasonable changes or modifications in its marketing support which it shall previously discuss with the OUTLET and the OUTLET agrees and warrants to adopt and implement the same within fifteen (15) days from receipt of written notice of the adoption of such changes or modifications. The COMPANY shall have the right to terminate this Agreement should the OUTLET fail or refuse to implement such changes or modifications. SECTION 6. TRADE ASSETS - The OUTLET acknowledges that in the course of its doing business with the COMPANY, it may come into possession of trade assets belonging to the COMPANY, including but not limited to electric coolers, plastic ice coolers, pallets, plastic cases, containers, bottles used in the trade. The OUTLET shall be responsible and accountable for those assets. The OUTLET shall ensure proper handling of these trade assets. Simultaneously with the termination of this Agreement for any cause and if the OUTLET has unpaid obligations to the COMPANY, the COMPANY has the option, and should the COMPANY exercise this option, the OUTLET hereby gives the COMPANY the continuing special power, to retrieve these trade assets or even full goods from the OUTLET. This special power to retrieve trade assets or full goods shall survive the termination of this Agreement and shall be without prejudice to the OUTLETs accountability for those trade assets or full goods. SECTION 7. MERCHANDISING MATERIALS From time to time, as they are prepared by the COMPANY, the COMPANY shall furnish the OUTLET with merchandising materials for the use by the OUTLET to advertise and display the Covered Products. SECTION 8. NON-ASSIGNABILITY OF AGREEMENT The OUTLET shall not sell, assign, transfer, convey or encumber this Agreement or any right or interest herein, or permit any such assignment, transfer or encumbrance to occur without the prior written consent of the COMPANY. Any transfer of interest other than as herein provided shall constitute a material breach of this Agreement, for which this Agreement may be terminated by the COMPANY in addition to any other remedy available to the COMPANY at law or in equity. SECTION 9. CONFIDENTIALITY 9.01 Both parties agree and undertake to keep this agreement confidential and either party cannot disclose the terms and conditions of this agreement to any third party without the written consent of the other. 9.02 Further, OUTLET may, in the performance of its obligations under this Agreement, come to know of certain facts, information, materials and details related to the COMPANYs business, all of which shall be considered confidential information. OUTLET shall not divulge such confidential information to any third party without the Companys prior written consent.

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SECTION 10. EMPLOYER EMPLOYEE RELATIONSHIP There shall be no employer employee relationship between the COMPANY and the OUTLET, nor between the COMPANY and the OUTLETs managers, employees, representatives, agents or laborers whom the OUTLET may engage directly or indirectly in connection with this Agreement. SECTION 11. TERM Unless sooner terminated as herein provided, this Agreement shall be for the term of [2YEAR, commencing from OCTBER 24, 2011 to OCTOBER 24 2013 , if OUTLETs volume commitment of [2YEAR] is not achieved, this agreement shall be extended until attainment of agreed volume commitment of _1200 CASES_. Thereafter, it is renewable for such period and under such terms and conditions upon mutual agreement of the parties. Should the parties continue their relations after the term of this Agreement without having executed a written renewal, they shall continue to be governed by his Agreement in its entirety except for the term which shall subsist from month to month. SECTION 12. TERMINATION This Agreement shall terminate upon the happening of any of the following Events: (a) This Agreement may be terminated, with or without cause, for no reason or any reason whatsoever, by COMPANY, by giving at least (30) days written notice to the OUTLET. If either party commits a violation or defaults in the performance of any material provision of this Agreement, then the non defaulting party may give written notice to termination of the defaulting party with immediate effect. This Agreement may also be terminated by the COMPANY with immediate effect if: (i) the OUTLET becomes insolvent or is unable to pay its debts as they mature: (ii) a petition for bankruptcy is filed by or against the OUTLET: (iii) the OUTLET makes an assignment for the benefits of its creditors: (iv) the OUTLET enters into liquidation: or if (v) an encumbrancer takes possession or a receiver or similar officer is appointed for all for all or any part of OUTLETs assets or business.

(b)

(c)

SECTION 13. VENUE OF DISPUTES - In any case of any suit arising out of this Agreement, the parties agree that the venue of the suit shall be in Makati City, to the exclusion of all other courts, at the option of the Company. In the event becomes necessary for the COMPANY to institute any action at law or in equity against the OUTLET to secure and protect its rights under this Agreement, the COMPANY shall recover from the OUTLET 20% of the award as reasonable attorneys fees which in no case shall be less than P100, 000.00. SECTION 14. SEPARABILITY The declaration of any of the provisions of this Agreement by any court of competent jurisdiction as invalid or unenforceable shall not affect all the other provision not otherwise so declared, and the same shall remain in full force and effect and shall be enforceable in such manner as provided by law. SECTION 15. This Agreement supersedes any all other oral or written Agreements between the Parties. IN WITNESS WHEREOF, the parties have set their hands on this 24th day of OCTOBER 2011 at , Philippines.

COCA-COLA BOTTLERS PHILIPPINES, INC.

CANOY, MELLISA F. (Outlet) print name

By: CMH Renee , Frigillana

By: PFM Noel Anore

__________________________________

_________________________

SIGNED IN THE PRESENCE OF

___________________________________

_________________________

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REPUBLIC OF THE PHILIPPINES ) _______________________________ ) S.S.

BEFORE ME, a Notary Public for and in the ___________________ this ________________ day of __________ 20__, personally appeared:

Name

Evidence of Identity

CTC & Date/ Place Issued

all known to me and to me known to be the same persons who executed the foregoing instrument, and acknowledged to me that the same is an act of their free will and deed and that of the corporation they represent. This document consist of _____ ( ) pages including this page wherein the acknowledgement is written. WRITTEN MY HAND AND SEAL on date and at the place first above written. Doc. No. ______: Page No. ______: Book No. ______: Series of ______.

ANNEX A Covered Products (s) Fountains Canned Products Bottled Products (specify package size) Monthly Minimum Volume Annual Minimum Volume

100 cs All SKUs including Still Products

1200 cs

ANNEX B (State existing exclusivity agreements Outlet may have with other companies)

ANNEX C (State SRP Guidelines/ Conditions for Continued Grant of Marketing Support) [Agreed to follow our SRP in the whole duration of their contract ANNEX D (State Terms of Marketing Support) Agreed to keep our marketing collaterals intact in their store] ANNEX E (State Terms of Additional Marketing Support)

Classified - Confidential