EXHIBIT 99.2
[English Translation from Portuguese]


                           STOCKHOLDING SWAP AGREEMENT

This  Stockholding  Swap Agreement (the "Agreement") is made and entered into on
August 10, 2004, by and between the parties hereunder:

RECOFARMA  INDUSTRIA DO AMAZONAS LTDA., a limited liability company,  having its
registered  office at  Avenida  Buruti,  190,  in the City of  Manaus,  State of
Amazonas,  enrolled with the National Register of Legal Entities of the Ministry
of Finance  under  CNPJ/MF No.  05.216.836/0001-41,  herein  represented  by its
attorney-in-fact,  Mr.  Renato  Penna  Saboya,  Brazilian,  married,  mechanical
engineer,  bearer of identity  card No.  05.623.824-9,  issued by the IFP/RJ and
enrolled with the Individual Taxpayers Register of the Ministry of Finance under
CPF/MF No. 959.260.627-72 ("Recofarma");

COMPANHIA  MINEIRA DE REFRESCOS S.A., a joint stock company having its principal
place of business at Rua Henrique Burnier, 575, District of Mariano Procopio, in
the City of Juiz de Fora,  State of Minas  Gerais,  enrolled  with the  National
Register  of Legal  Entities  of the  Ministry  of  Finance  under  CNPJ/MF  No.
21.565.916/0001-69, herein represented by its attorney-in-fact, Mr. Renato Penna
Saboya,  Brazilian,  married,  mechanical engineer,  bearer of identity card No.
05.623.824-9,  issued by the IFP/RJ and enrolled with the  Individual  Taxpayers
Register of the Ministry of Finance under CPF/MF No. 959.260.627-72 ("CMR");

REFRIGERANTES  MINAS  GERAIS  LTDA.,  a limited  liability  company,  having its
principal  place of business at BR-262,  Km 2, Anel  Rodoviario No. 2233, in the
City of Belo  Horizonte,  State  of Minas  Gerais,  enrolled  with the  National
Register  of Legal  Entities  of the  Ministry  of  Finance  under  CNPJ/MF  No.
17.168.220/0001-21,  herein represented by its Administrative Financial Officer,
Mr.  Fernando  Luiz  Gomes  Filho,  Brazilian,  married,  accountant,  bearer of
identity  card No.  06.319.943-4,  issued by the  IFP/RJ and  enrolled  with the
Individual  Taxpayers  Register  of the  Ministry  of Finance  under  CPF/MF No.
901.229.507-63 and by its Logistics Officer, Mr. Rames Bichara Filho, Brazilian,
married, electrical engineer, bearer of identity card No. M-1.476.419, issued by
the SSP/MG and enrolled with the Individual  Taxpayers  Register of the Ministry
of Finance  under CPF/MF No.  421.519.610-87,  both having their  offices at the
address above mentioned ("Remil");

and, on the other part,

RIO DE  JANEIRO  REFRESCOS  LTDA.,  a  limited  liability  company,  having  its
principal  place of business at Rua Andre Rocha No.  2299,  Jacarepagua,  in the
City of Rio de Janeiro,  State of Rio de  Janeiro,  enrolled  with the  National
Register  of Legal  Entities  of the  Ministry  of  Finance  under  CNPJ/MF  No.
00.074.569/0001-00,  herein  represented  by its  General  Officer,  Mr.  Carlos
Armbrust  Lohmann,  Brazilian,  of  legal  age,  married,  electrical  engineer,
resident and  domiciled  in the Capital City of the State of Rio de Janeiro,  at
Avenida Vieira Souto No. 582, apt. No. 701, Ipanema,  bearer of identity card RG
No. 01.900.232-8,  issued by the IFP/RJ,  enrolled with the Individual Taxpayers
Register of the Ministry of Finance under CPF/MF No. 033.486.367-87,  and by its
Officer, Mr. Fernando Jorge Fragata de Morais Costa,  Portuguese,  of legal age,
divorced,  attorney,  resident and  domiciled in the City of the State of Rio de
Janeiro,  at Rua Homem de Mello No. 375, apto.  202,  Tijuca,  enrolled with the
Individual  Taxpayers  Register  of the  Ministry  of Finance  under  CPF/MF No.
754.556.257-72,  and enrolled with the Brazilian Bar Association, Rio de Janeiro
Chapter (OAB/RJ) under No. 72.973 ("RJR");

(Recofarma,   CMR,  Remil  and  RJR  hereinafter  collectively  referred  to  as
"Parties", and individually and indistinctly referred to as "Party"), and

as intervening consenting party,

ANDINA BOTTLING  INVESTMENTS DOS S.A., a company organized and existing pursuant
to the law of the Republic of Chile,  having its principal  place of business at
Avenida Andres Bello No. 2687, on the 20th floor, in Santiago,  Chile,  enrolled
with the National  Register of Legal  Entities of the Ministry of Finance  under
CNPJ/MF No. 05.569.110/0001-92,  herein represented by its attorney-in-fact, Mr.
Moshe B. Sendacz,  Brazilian, of legal age, married, attorney, enrolled with the
Brazilian Bar  Association,  Sao Paulo Chapter  (OAB/SP) under No.  32.177,  and
enrolled with the Individual Taxpayers Register of the Ministry of Finance under
CPF/MF No. 365.994.768-72,  bearer of identity card RG No. 3.333.998,  issued by
the SSP/SP, resident and domiciled in the City and State of Sao Paulo, at Rua da
Consolacao No. 247, 4th floor ("Andina");

WHEREAS Recofarma is the holder of 45,775,161 quotas, representing 99.99% of the
quota capital of Remil;

WHEREAS  Remil is the holder of  36,613,554  common  shares,  and of  11,325,236
preferred shares, representing 99.99% of the share capital of CMR;

WHEREAS CMR held, until June 24, 2004, the rights of manufacturing  and storage,
in authorized  recipients,  for the sale and distribution of beverages under the
trademarks owned by The Coca-Cola Company  ("TCCC"),  within a geographical area
located  in  the  State  of Rio  de  Janeiro,  called  "Nova  Iguacu  Territory"
(described and delimited in Exhibit I), pursuant to the Manufacturing  Agreement
executed  between  CMR  and  Coca-Cola  Industrias  Ltda.  ("CCIL"),   with  the
intervention of TCCC, on January 31, 1994 (the "CMR  Manufacturing  Agreement"),
as amended on April 5, 1999 and June 20, 2003,

WHEREAS CMR assigned,  on June 24, 2004, as part of the corporate  restructuring
described  in Clause  1.2.1 of this  Agreement,  with the  consent of CCIL,  the
rights  pertaining to the CMR Manufacturing  Agreement,  solely and specifically
regarding  the Nova Iguacu  Territory,  including all goods,  assets  (including
market assets),  establishments,  customers,  cash,  employees,  real estate and
other agreements and rights in connection therewith (such goods and assets that,
in  conjunction  with  those to be sold under the  Whereas  clause  below  shall
represent  the "Nova  Iguacu  Business",  as described in Exhibit II), to Zohhal
Industria  de  Refrigerantes  Ltda.,  a limited  liability  company  having  its
principal  place of business at Rua Doutor  Armando  Salles No. 5, part,  in the
City of Nova  Iguacu,  State  of Rio de  Janeiro,  enrolled  with  the  National
Register  of Legal  Entities  of the  Ministry  of  Finance  under  CNPJ/MF  No.
05.216.836/0001-41 ("Zohhal");

WHEREAS,  until the Date of the Swap (as defined in Clause 1.1.1 hereof),  Remil
shall  sell to Zohhal  certain  goods  listed in Exhibit  III,  as well as shall
transfer the employees listed in Exhibit 2.6.1.;

WHEREAS Zohhal shall suffer a partial spin-off,  pursuant to Exhibit IV, in such
a way that, on the Date of the Swap,  Zohhal shall be the holder of the totality
of the Nova Iguacu Business;

WHEREAS, as a result of the corporate  restructuring above mentioned,  Recofarma
shall be,  until the Date of the Swap,  the holder of the totality of the quotas
the quota capital of Zohhal is divided into;

WHEREAS Remil regularly  operates the Nova Iguacu Territory since March 1, 2002,
pursuant to the  provisions  of the  Instrument  of Agreement for the Service of
Customers and Other Covenants,  executed with CMR, with the consent of CCIL (the
"Operational  Agreement  with  Remil"),  which was amended on June 24, 2004,  to
include the taking of the Nova Iguacu Territory by Zohhal;

WHEREAS  RJR,  in turn,  holds  the  rights of  manufacturing  and  storage,  in
authorized  recipients,  for the sale and  distribution  of beverages  under the
trademarks  owned by TCCC,  within a  geographical  area located in the State of
Minas  Gerais,   called  "Governador  Valadares  Territory"  (as  described  and
delimited in Exhibit V), on the terms of the Manufacturing Agreement executed by
RJR with  CCIL,  with the  intervention  of TCCC,  on April 3,  2003  (the  "RJR
Manufacturing  Agreement")  and that,  with CCIL's  consent,  it shall transfer,
through a corporate restructuring to be concluded until the Date of the Swap, as
defined in clause 1.1.1.  of this  Agreement,  all rights  pertaining to the RJR
Manufacturing Agreement,  solely and specifically regarding its operation in the
Governador  Valadares  Territory,  including all goods, assets (including market
assets),  establishments,  customers,  cash,  employees,  real  estate and other
agreements in connection  therewith (the  "Governador  Valadares  Business",  as
described in Exhibit VI), to the company Franquia 2299 Atendimento Personalizado
Ltda., having its principal place of business at Rua Andre Rocha No. 2299, part,
in the City and State of Rio de Janeiro,  enrolled with the Commercial  Registry
of the State of Rio de Janeiro under the No.  33.2.0682567-3,  and enrolled with
the National Register of Legal Entities of the Ministry of Finance under CNPJ/MF
No. 04.744.401/0001-07  ("F-2299"), the quota capital of which is, and shall be,
on the Date of the Swap, held in its entirety by RJR;

WHEREAS  Andina  is the  owner  of the  totality  minus  one  (1) of the  quotas
representing the quota capital of RJR and is ultimately the controlling  company
of the company F-2299;

WHEREAS RJR, upon  implementation  of the corporate  restructuring  described in
Clause 1.2.1.,  and upon  satisfaction of the other  conditions set forth by the
Parties hereto, is interested in acquiring the totality of Zohhal's quotas;

WHEREAS  Recofarma,   once  RJR  has  implemented  the  corporate  restructuring
described in Clause 1.2.2.,  and upon  satisfaction of the other  conditions set
forth by the Parties hereto, is interested in acquiring the totality of F-2299's
quotas;

WHEREAS RJR and  Recofarma  have  decided to swap their  respective  interest in
F-2299 and in Zohhal (collectively, the "Stockholdings");

NOW  THEREFORE,  the parties  hereto  agree to execute  this  Stockholding  Swap
Agreement, as follows:

CLAUSE 1 - SWAP OF THE STOCKHOLDING AND THE CONDITIONS FOR ITS MATERIALIZATION

1.1.  Swap of the  Stockholding.  Recofarma  and RJR hereby agree to execute the
swap of the  stockholding  in  Zohhal  and in  F-2299,  respectively,  clear and
unencumbered  as  regards  any  burdens,  debts,  encumbrances,  rights of first
refusal and claims of whichever nature,  through the appropriate corporate acts,
to be executed  and  implemented  by and between  Recofarma  and RJR,  under the
following terms (the "Swap"):

(a) the quotas  held by  Recofarma,  representing  100% of the quota  capital of
Zohhal,  shall be transferred to RJR, in compensation for the stockholding  that
shall be made available by RJR to Recofarma, as described in 1.1 (b), below;

(b) the quotas held by RJR,  representing  100% of the quota  capital of F-2299,
shall be transferred to Recofarma,  in compensation  for the  stockholding  that
shall be made available by Recofarma to RJR, as described in 1.1 (a), above.

1.1.1 Swap.  The Parties  hereby  agree to execute the swap of the  stockholding
under the terms set forth  herein,  and with due  regard to the  conditions  and
arrangements  determined for each of the Parties,  pursuant to the provisions of
clauses 1.2. and 1.3. below, until August 28, 2004 (the "Date of the Swap").

1.1.1.1 The Swap shall be materialized through the simultaneous submittal of the
Amendments to the Articles of Association  of Zohhal and of F-2299,  showing the
transfers of the stockholding provided for herein, accompanied by the respective
requirements  and documents  required for the  registration of the same with the
competent Commercial Registries.

1.2.  Conditions  for the Swap.  The effecting of the Swap is conditioned to the
implementation  of  all  of  the  following  conditions  precedent,  subject  to
termination  of this Agreement by the Party or Parties not  responsible  for the
implementation of or compliance with the respective conditions:

1.2.1. By Recofarma:

(a) the  proper  conclusion,  under  the  terms  of this  Agreement,  of (i) the
transfer,  to  Zohhal,  in whole,  of the Nova  Iguacu  Business,  on account of
capital  increase;  (ii) the  transfer  of title,  to  Recofarma,  of all quotas
representing  the quota  capital  of  Zohhal,  with the  submittal,  to RJR,  of
certified  copies of the  respective  corporate acts that prove the ownership of
the  quotas  and the  transfer  mentioned  in (i)  above,  duly  filed  with the
Commercial Registry of the State of Rio de Janeiro.

(b) that all representations and warranties rendered by Recofarma, CMR and Remil
in Clauses 2 and 3 below remain true and correct,  in all relevant  aspects,  on
the Date of the Swap,  which shall be ratified by a Certificate  to that effect,
to be  executed  on the  Date  of the  Swap,  pursuant  to  Exhibit  VII of this
Agreement;

(c) that all written approvals and authorizations  Recofarma and possibly,  CMR,
are  contractually  obliged  to  obtain,  in order to make the  transfer  of the
stockholding  in Zohhal to RJR valid and effective,  including,  but not limited
to,  authorizations/approvals  required by the CMR  Manufacturing  Agreement and
other agreements in connection  therewith,  executed with CCIL and/or with TCCC,
have been obtained and ensure the continuity of the agreement in force;

(d) that RJR has received,  from  Recofarma,  a legal opinion  issued by Goulart
Penteado,  Iervolino e Lefosse  Advogados,  attesting  that the  corporate  acts
mentioned  in  Exhibit  1.2.1  (d) have been  executed  in  accordance  with the
applicable legal provisions and do not violate any laws, effective  regulations,
articles of association or Bylaws of Recofarma,  CMR and Remil,  as the case may
be;

(e) that RJR has received, from Recofarma,  certificates of inexistence of debts
with the National  Institute of Social Security (local acronym - INSS) (specific
for the transfer of interest control and corporate restructuring),  Unemployment
Compensation Fund (local acronym - FGTS), Federal Revenue Office (Certificate of
Discharge of Federal Taxes) and Federal Collectible Debts, which are required to
be in effect and issued in the name of Zohhal;

(f) that  RJR has  received,  from  Recofarma,  a copy of the CMR  Manufacturing
Agreement,  of the  Operational  Agreement  executed  with  Remil  and of  other
instruments of relevance to the "Coca-Cola" system, executed by Zohhal with CCIL
and/or TCCC,  contemplating the Nova Iguacu Territory,  which shall be a part of
this Agreement as its Exhibit 1.2.1 (f);

(g) that, on or before the Date of the Swap,  there has been no contingency that
precludes the transfer of the assets  pertaining to the Nova Iguacu  Business to
Zohhal;

(h) that Recofarma,  Remil, CMR and Zohhal,  as applicable,  have complied with,
until the Date of the Swap,  the  obligations  set forth in Clauses 1.3,  1.4.1,
1.4.2 and 2.19.

1.2.2. By RJR:

(a) the  proper  conclusion,  under  the  terms  of this  Agreement,  of (i) the
transfer, to F-2299, in whole, of the Governador Valadares Business, on the Date
of the Swap, on account of a capital increase;  (ii) the effecting, by RJR, of a
capital increase of F-2299,  on the business day preceding the Date of the Swap,
in domestic  currency,  in the amount equivalent to fifteen million five hundred
thousand US dollars (US$  15,500,000),  pursuant to the PTAX800 average rate for
the  purchase and sale of US dollars on the business day before the business day
preceding the Date of the Swap, to be paid up in national currency, on the first
business  day  immediately  preceding  the  day of the  Date  of the  Swap  (the
"Provision of Funds"),  as well as the funds mentioned in Clause 1.4.2, with the
submittal, to Recofarma, of the original copies of the respective corporate acts
that prove the ownership of the quotas, the transfer mentioned in (i) above, and
the payment  mentioned in item (ii) above,  duly signed and  accompanied  by the
document required for the registration of such acts with the Commercial Registry
of the State of Rio de Janeiro;

(b) that all  representations  and warranties rendered by RJR in Clauses 2 and 4
below remain true and correct, in all relevant aspects, on the Date of the Swap,
which shall be ratified by a Certificate  to that effect,  to be executed on the
Date of the Swap, by RJR, pursuant to Exhibit VIII of this Agreement;

(c) that all written approvals and authorizations  RJR is contractually  obliged
to obtain,  in order to make the transfer of the  stockholding  in F-2299 to RJR
valid and  effective,  including,  but not limited to,  authorizations/approvals
required by the RJR  Manufacturing  Agreement and other agreements in connection
therewith,  executed  with CCIL and/or with TCCC,  have been obtained and ensure
the continuity of the agreement in force;

(d) that  Recofarma has received,  from RJR, a legal opinion  issued by Machado,
Meyer, Sendacz e Opice Advogados, attesting that the corporate acts mentioned in
Exhibit  1.2.2 (d) have been executed in accordance  with the  applicable  legal
provisions and do not violate any laws, effective regulations or the articles of
association of RJR;

(e) that Recofarma has received,  from RJR, certificates of inexistence of debts
with the National  Institute of Social  Security  (specific  for the transfer of
interest control and corporate  restructuring),  Unemployment Compensation Fund,
Federal  Revenue Office  (Certificate of Discharge of Federal Taxes) and Federal
Collectible  Debts, which are required to be in effect and issued in the name of
F-2299;

(f)  that  Recofarma  has  received,  from  RJR a copy of the RJR  Manufacturing
Agreement  and of other  instruments  of  relevance to the  "Coca-Cola"  system,
executed by RJR with CCIL and/or TCCC,  contemplating  the Governador  Valadares
Territory, which shall be a part of this Agreement as its Exhibit 1.2.2 (f);

(g) that, on or before the Date of the Swap,  there has been no contingency that
precludes  the transfer of the assets  pertaining  to the  Governador  Valadares
Business to F-2299;

(h) that RJR and F-2299,  as applicable,  have complied with,  until the Date of
the Swap, the obligations set forth in Clauses 1.3, 1.4.1, 1.4.2 and 2.19.

1.3.  Obligations Prior to the Swap. Recofarma and RJR hereby mutually agree and
undertake, as from this date and until the Date of the Swap:

(a) not to change the composition of the administration of Zohhal and of F-2299,
without the prior and written consent of RJR and Recofarma, respectively;

(b) to exercise  the right to vote of their  respective  quotas and instruct the
administrators of Recofarma,  CMR, Remil, Zohhal, RJR and F-2299 to, without the
prior  written  consent of RJR and  Recofarma,  respectively,  to  refrain  from
practicing  any act not  related  to the  ordinary  course  of the  Nova  Iguacu
Business and of the Governador Valadares Business, and/or that may cause adverse
effects  to the  mentioned  businesses,  and the  same  shall  be  conducted  in
accordance with the current practices;

(c) to provide RJR and Recofarma,  as well as their legal representatives and/or
consultants  with  unrestricted  access  to the  premises,  books,  records  and
documents of Zohhal,  F-2299,  RJR, CMR and Remil,  in connection  with the Nova
Iguacu and Governador Valadares  Businesses,  as well as to supply them with any
and all  information  and/or  documentation  in  connection  with the  mentioned
companies,  exclusively  regarding  the Nova  Iguacu  and  Governador  Valadares
Businesses;

(d) not to  negotiate,  or in any way promise to contract or contract with third
parties,  the disposal or burdening of any quota of the quota  capital of Zohhal
and of F-2299, as well as not to promise nor allow the subscription of quotas of
the capital of the mentioned  companies,  to anyone other than RJR or Recofarma,
as the case may be, or a company directly or indirectly controlled by them; and

(e) to allow (i) RJR  representatives to follow up, in loco, the daily course of
the operations and  activities of the Nova Iguacu  Business,  provided that such
follow up and a possible  advice on or  request  for a certain  behavior  do not
represent  nor  result  in any  liability  or  obligation  for  RJR  and/or  its
representatives;  and (ii) Recofarma  representatives to follow up, in loco, the
daily  course of the  operations  and  activities  of the  Governador  Valadares
Business, provided that such follow up and a possible advice on or request for a
certain  behavior do not  represent nor result in any liability or obligation to
Recofarma and/or its representatives.

1.4.  Operational  Transition  Arrangements.  The Parties  hereby agree that, as
preparatory  operational  measures  for the Swap,  the  following  acts shall be
practiced  by  Recofarma,  CMR,  or by Remil and RJR until the date  immediately
preceding the Date of the Swap:

1.4.1. Remil and RJR shall both pay their respective employees, for the month of
August,  2004, on the day immediately  preceding the Date of the Swap, in such a
way as not to transfer the liabilities  corresponding  to the payroll of August,
2004 to Zohhal and to F-2299, respectively.

1.4.2. As regards other labor amounts,  including,  but not limited to vacations
plus constitutional third, 13th salary, bonus, variable compensation,  benefits,
as well as taxes and social security  contributions and the corresponding  FGTS,
relating  to the period  before the Date of the Swap,  but the  payment of which
shall occur after the Date of the Swap,  the Parties  hereby  agree to make,  in
relation to their obligations  prior to the Swap,  provisions for such payments,
keeping,  in the cash flow of Zohhal, in the case of Remil, and in the cash flow
of F-2299, in the case of RJR, the amounts needed to pay such amounts and to pay
such taxes,  social security  contributions and FGTS, in such a way that, on the
date of payment of the mentioned  amounts and taxes,  (a) Zohhal has  sufficient
cash to pay said  amounts and taxes,  in relation to the  employees  of the Nova
Iguacu  Business,  pursuant to the  provision  made and deposited in its current
bank  account  by  Remil,  prior to the Date of the  Swap;  and (b)  F-2299  has
sufficient  cash to pay said amounts and taxes,  in relation to the employees of
the Governador Valadares Business,  pursuant to the provision made and deposited
in its current bank account by RJR, prior to the Date of the Swap.

1.4.3.  As regards the sale of goods,  the Parties hereby agree that (a) any and
all operation of sale of goods conducted in the Governador  Valadares Territory,
the  deliveries  of which  occur on or  before  the Date of the  Swap,  shall be
considered as sales of RJR, which shall receive the  corresponding  income,  and
which shall bear the liabilities  and obligations  resulting from the operations
conducted;  and (b) any and all operation of sale of goods conducted in the Nova
Iguacu  Territory,  the  deliveries  of which occur on or before the Date of the
Swap,  shall  be  considered  as  sales  of  Remil,   which  shall  receive  the
corresponding  income,  and which  shall bear the  liabilities  and  obligations
resulting from the  operations  conducted.  Thus,  the  operations  that involve
deliveries of goods, occurring as from the day immediately following the Date of
the Swap in the Nova  Iguacu  Territory  shall be  considered  as income of RJR,
which shall bear the liability for the  operation and related  obligations;  and
the  operations  that  involve  deliveries  of goods,  occurring as from the day
immediately following the Date of the Swap in the Governador Valadares Territory
shall be considered  as income of Remil,  which shall bear the liability for the
operation and related obligations.

1.4.4.  The Parties  hereby agree that the  expenses  and costs  relating to the
operation of the Nova Iguacu and Governador Valadares Businesses, including, but
not being  limited to,  maintenance  expenses  (such as water,  electricity  and
telephone bills), lease and services rendered by third-parties, corresponding to
the  period  before  the Date of the  Swap,  shall  be  borne by Remil  and RJR,
respectively,  even if the payment  obligation  and/or  billing occurs after the
mentioned  date.  In case the period used by those who  rendered  the  mentioned
services, as a reference for the calculation of the billing, begins prior to the
Date of the Swap and ends on a later date, the responsibility for the payment of
such costs and expenses shall be calculated  pro rata temporis,  and assigned to
the respective  Parties pursuant to the period they refer to.  Immediately after
the  receipt  of the  billing  notes  for each  service,  sent by the  mentioned
carriers, Remil and RJR shall notify RJR and Remil,  respectively,  in order for
the deposits of the corresponding amounts to be made, in the current accounts of
F-2299 and of Zohhal,  respectively,  until the last  business day of September,
2004.

1.4.5.  The Parties shall take, as from this date, all required  measures to, on
the day  immediately  following  the Date of the Swap,  have the Nova Iguacu and
Governador  Valadares  Businesses  properly  insured  to the  benefit of RJR and
Remil,  respectively.  On the Date of the Swap,  the Parties shall submit and/or
execute the documents required for such purpose.  However, if, after the Date of
the Swap, the respective  insurance  companies have not approved the endorsement
of the respective  insurance policies,  as described in this Agreement,  RJR and
Remil  shall,  until  such  approval  occurs,  (i)  remain  responsible  for the
insurance of the Governador Valadares and Nova Iguacu Businesses,  respectively,
and (ii) transfer the totality of the amount received from the insurance company
(indemnification  for  contingent  event)  to the other  Party,  in the event of
occurrence of contingent  events  involving  the  Governador  Valadares and Nova
Iguacu Businesses, respectively.

1.5. Operational and Other Measures,  After the Swap. Each of the Parties hereby
agrees to, after the Date of the Swap and for the term of one (1) year,  counted
from the Date of the Swap,  cooperate  with each other in relation to the supply
of information  and documents in connection  with the Nova Iguacu and Governador
Valadares   Businesses,    referring   to   sales,   distribution,    marketing,
commercialization,  support services,  the  regularization of the corporate acts
and the compliance  with the  obligations  related to this operation  before the
competent government bodies, which may be required by the other Party.

1.5.1 Upon the  materialization  of the Swap, RJR and Zohhal shall be solely and
exclusively  responsible for keeping the insurance of the  establishment  of the
Nova Iguacu Business and,  likewise,  Remil,  CMR,  Recofarma or F-2299 shall be
solely  and   exclusively   responsible   for  keeping  the   insurance  of  the
establishments of the Governador Valadares Business.  For such purpose,  each of
the Parties  shall,  upon  materialization  of the Swap,  notify the  respective
insurance  companies,  so that they may proceed to the proper adaptations in the
insurance policies related to the establishments of the Governador Valadares and
Nova  Iguacu  Businesses,  as the  case  may be,  in  such a way as to show  the
covenants  herein,   and  always  in  such  a  way  as  to  guarantee  that  the
establishments  of the Governador  Valadares and Nova Iguacu  Businesses are not
left uncovered by insurance at any time.

CLAUSE 2.  REPRESENTATIONS  AND  WARRANTIES OF THE PARTIES.  Each of the Parties
hereby represents and warrants to the other Party as follows:

2.1. Quota Capital of the Companies.

2.1.1.  On the Date of the Swap, the total quota capital of Zohhal shall consist
of quotas having a par value of one Real (R$ 1.00),  basically  corresponding to
the amount of the contribution of the Nova Iguacu Business,  already calculating
the  amount   corresponding  to  the  spun-off  portion  of  Zohhal,  which  was
transferred to Recofarma,  pursuant to the provisions of the corporate documents
mentioned in Exhibit 1.2.1 (d).

2.1.2.  On the Date of the Swap, the total quota capital of F-2299 shall consist
of quotas having a par value of one Real (R$ 1.00),  basically  corresponding to
the amount of capital  contribution  made, on the Date of the Swap,  through the
contribution of the Governador Valadares Business to the company, in addition to
the quotas  corresponding to the Provision of Funds, and of those resulting from
the provision of funds mentioned in Clause 1.4.2.

2.2. Ownership of the Stockholdings.

2.2.1.  On the Date of the  Swap,  Recofarma  shall be the  lawful  owner of one
hundred percent (100%) of the quotas  representing  the quota capital of Zohhal,
fully clear and unencumbered as regards any encumbrances,  attachments, burdens,
options,  rights of first  refusal  or  purchase  priority  and other  claims of
whichever nature, and shall have full right, power and authority, as required by
its respective  acts of  incorporation,  to vote at the General  Meetings and/or
quotaholders'  meetings and any decisions,  including through  amendments to the
articles of association of Zohhal.  Except as set forth herein,  there shall not
be, on the Date of the Swap,  any lawsuit,  administrative  proceeding  or other
fact or circumstance  that impairs or interferes in the  materialization  of the
transaction set forth in Clause I of this Agreement.

2.2.2 On the Date of the Swap,  RJR  shall be the  lawful  owner of one  hundred
percent  (100%) of the quotas  representing  the quota capital of F-2299,  fully
clear and  unencumbered  as  regards  any  encumbrances,  attachments,  burdens,
options,  rights of first  refusal  or  purchase  priority  and other  claims of
whichever nature, and shall have full right, power and authority, as required by
its respective acts of  incorporation,  to vote in the decisions of quotaholders
of F-2299,  including  through  amendments  to the  articles of  association  of
F-2299. Except as set forth herein, there shall not be, on the Date of the Swap,
any  lawsuit,  administrative  proceeding  or other  fact or  circumstance  that
impairs or interferes in the  materialization  of the  transaction  set forth in
Clause I of this Agreement.

2.3. Existence and Good Standing.

2.3.1.  Recofarma (a) is a limited  liability  company duly  organized,  validly
existing and in good standing pursuant to Brazilian law; and (b) has full powers
and corporate authorization to hold possession and/or ownership of the quotas of
Zohhal.

2.3.1.1.  Zohhal (a) is a limited  liability  company  duly  organized,  validly
existing  and in good  standing,  pursuant to  Brazilian  law;  and (b) has full
powers and corporate  authorization  to hold possession  and/or ownership of the
assets it  currently  owns or  maintains,  as well as to conduct its  respective
activities  and business;  (c) except as regards the express  provisions of this
Agreement,  it  has  the  licenses,   registrations,   documents,   permits  and
authorizations  required by the Federal,  State and Municipal  bodies to conduct
its  respective  activities,  and  the  conduct  of  such  activities  is not in
disagreement  with any  administrative  norm or  regulation.  The  complete  and
accurate wording of Zohhal's Articles of Association  currently in effect is the
one contained in the Amendment to the Articles of  Association  evidencing  the
transfer of ownership of the quotas,  due to the  reduction of the capital stock
of CMR, which wording shall not be substantially  modified until the Date of the
Swap, except to the extent that it necessarily  results from Zohhal's  spin-off,
which shall occur until the Date of the Swap.

2.3.2. RJR (a) is a limited liability  company duly organized,  validly existing
and in good standing, pursuant to the Brazilian law; and (b) has full powers and
corporate  authorization  to hold possession  and/or  ownership of the assets it
currently owns or maintains,  and of the quotas of F-2299, as well as to conduct
its  respective  activities  and  businesses;  (c) except as regards the express
provisions of this  Agreement,  it has the licenses,  registrations,  documents,
permits and authorizations  required by the Federal,  State and Municipal bodies
to develop its respective activities, and the exercise of such activities is not
in disagreement with any administrative norm or regulation.

2.3.2.1  F-2299  (a) is a limited  liability  company  duly  organized,  validly
existing  and in good  standing,  pursuant to  Brazilian  law;  and (b) has full
powers and corporate  authorization  to hold possession  and/or ownership of the
assets it  currently  owns or  maintains,  as well as to conduct its  respective
activities  and business;  (c) except as regards the express  provisions of this
Agreement,  it  has  the  licenses,   registrations,   documents,   permits  and
authorizations  required by the Federal,  State and Municipal  bodies to conduct
its  respective  activities,  and  the  conduct  of  such  activities  is not in
disagreement  with any  administrative  norm or  regulation.  The  complete  and
accurate wording of F-2299's Articles of Association  currently in effect is the
one contained in the Amendment to the Articles of  Association of June 29, 2004,
which wording shall not be  substantially  modified  until the Date of the Swap,
except to the extent  that  necessarily  results  from the  contribution  of the
Governador Valadares Business and the Provision of Funds.

2.4. Subsidiaries.  Zohhal and F-2299 do not have any subsidiary nor interest of
any nature in any company, association or consortium.

2.5. Establishments.

2.5.1.  Establishment of the Nova Iguacu  Business.  Until the Date of the Swap,
CMR and Remil shall transfer the  establishment  of the Nova Iguacu  Business to
Zohhal.  Recofarma,  CMR and Remil hereby agree to maintain the establishment of
the Nova Iguacu  Business until the Date of the Swap,  except in relation to the
express  provisions of this Agreement:  (a) regularly open; (b) validly existing
and in good standing,  pursuant to the law of the Country; and (c) holder of all
licenses,  registrations,  documents, permits and authorizations required by the
Federal,  State and Municipal  bodies to function and perform the activities for
which it was  opened  and which it  currently  performs,  in such a way that the
conduct of such activities is not in disagreement with any rule,  administrative
regulation,   judgment,  decision,  commitment  or  decision  of  any  judicial,
administrative or governmental authority.

2.5.1.1.  As a preparatory act for the Swap,  Recofarma  hereby agrees to open a
branch office of Zohhal at the address of the  establishment  of the Nova Iguacu
Business,  upon the transfer of the goods and assets to the  mentioned  company,
and to obtain,  with due regard to the provisions of Clause  2.5.1.3  below,  on
behalf of Zohhal, all licenses and authorizations required by the Federal, State
and  Municipal  bodies for the  operation  of said  branch  office,  and for the
regular  conduction  of the  activities  for which it was opened,  including the
obtainment,  from the State Finance Office, of all  authorizations  required for
the issuance of documents  through  electronic  data  processing - PED, so as to
enable the  generation  and printing of books and Tax  Invoices  pursuant to the
models  used by  RJR,  in  such a way  that,  as from  the  first  business  day
immediately following the Date of the Swap, RJR is able to operate directly from
the establishment of the Nova Iguacu Business,  complying with all principal and
accessory tax obligations,  without any interruption.

2.5.1.2.  Exhibit  2.5.1.2  contains copies of the  authorizations  and licenses
required for the functioning of the  establishment  of the Nova Iguacu Business,
obtained to this date.

2.5.1.3. Notwithstanding the provisions of Clause 6.2 (a) of this Agreement, CMR
and  Remil  hereby  acknowledge  that,  for  the  regular   functioning  of  the
establishment  of the Nova Iguacu  Business,  in addition  to the  licenses  and
authorizations  contained in Exhibit 2.5.1.2, the ones listed in Exhibit 2.5.1.3
are also required, which have not been obtained by CMR or by Remil to this date.
Thus,  the Parties agree that, if until the Date of the Swap, CMR and Remil have
not obtained the authorizations and licenses listed in Exhibit 2.5.1.3 on behalf
of Zohhal, Recofarma, CMR and Remil shall be responsible for reimbursing RJR for
all  expenses  and costs  incurred by the  latter,  in order to  regularize  the
situation of the  functioning  of the  establishment  of Nova  Iguacu,  and such
reimbursement  must be effected in  accordance  with the  procedure set forth in
Clause  9.3.1.  of this  Agreement.  If it  becomes  necessary,  at  RJR's  sole
discretion,  CMR  and/or  Remil  shall  grant  RJR  a  power  of  attorney,  for
representation purposes, before the environmental agencies or any other entities
of the direct or indirect administration, so that the measures addressed in this
Clause may be taken.

2.5.2.  Establishments of the Governador  Valadares Business.  Until the Date of
the Swap, RJR shall  transfer the  establishments  of the  Governador  Valadares
Business to F-2299, and shall have the Articles of Association of F-2299 include
such  establishments.  RJR hereby agrees to maintain the  establishments  of the
Governador  Valadares Business until the Date of the Swap, except in relation to
the express  provisions  of this  Agreement:  (a)  regularly  open;  (b) validly
existing  and in good  standing,  pursuant  to the law of the  Country;  and (c)
holders of all licenses,  registrations,  documents,  permits and authorizations
required by the Federal,  State and Municipal bodies to function and perform the
activities  they  were for which  they were  opened  and  which  they  currently
perform,  in  such  a way  that  the  conduct  of  such  activities  is  not  in
disagreement  with any  rule,  administrative  regulation,  judgment,  decision,
commitment  or  decision  of  any  judicial,   administrative   or  governmental
authority.

2.5.2.1 As a preparation  for the Swap,  Remil has opened branch  offices at the
establishments  of the Governador  Valadares  Business,  and is in the course of
obtaining  all licenses and  authorizations  required by the Federal,  State and
Municipal  bodies for such branch offices to function and regularly  conduct the
activities for which they were opened. RJR hereby agrees to cooperate with Remil
in the process  described  in this Clause,  including  under the terms of Clause
2.5.2.3.,  in such a way  that,  as from  the  first  business  day  immediately
following  the Date of the  Swap,  Remil is able to  operate  directly  from the
establishments  of  the  Governador  Valadares  Business,   complying  with  all
principal and accessory tax obligations, without any continuity solution.

2.5.2.2. Exhibit 2.5.2.2.  contains copies of all authorizations and licenses of
any nature required for the functioning of the  establishments of the Governador
Valadares Business, obtained to this date.

2.5.2.3. Notwithstanding the provisions of Clause 7.2 (a) of this Agreement, RJR
hereby  acknowledges that, for the regular  functioning of the establishments of
the   Governador   Valadares   Business,   in  addition  to  the   licenses  and
authorizations  contained in Exhibit 2.5.2.2, the ones listed in Exhibit 2.5.2.3
are also required,  which have not been obtained by RJR to this date.  Thus, the
Parties  agree that,  if until the Date of the Swap,  RJR has not  obtained  the
authorizations and licenses listed in Exhibit 2.5.2.2,  RJR shall be responsible
for reimbursing  Recofarma,  CMR or Remil for all expenses and costs incurred by
the latter,  in order to  regularize  the  situation of the  functioning  of the
establishments  of the Governador  Valadares  Business,  and such  reimbursement
shall be effected in accordance with the procedure set forth in Clause 9.3.1. of
this  Agreement.  If it becomes  necessary,  at the sole discretion of Recofarma
and/or CMR and/or  Remil,  RJR shall grant  Recofarma  and/or CMR and/or Remil a
power  of  attorney,  for  representation  purposes,  before  the  environmental
agencies or any other entities of the direct or indirect administration, so that
the measures addressed in this Clause may be taken.

2.6. Employees.

2.6.1.  Exhibit  2.6.1.  hereof  contains a complete  and  accurate  list of all
persons  who shall be  employees  of  Zohhal on the Date of the Swap,  including
their respective functions,  salary and date of employment, as well as all labor
unions they are and shall be  affiliated  with on the Date of the Swap,  and the
collective agreements executed by CMR or by Remil, applicable to such employees.
On the Date of the Swap,  the  employees of both Remil and CMR listed in Exhibit
2.6.1.  shall have been  legally  transferred  to Zohhal and shall be  regularly
registered  in the  appropriate  books of  Zohhal,  along  with  the  respective
compensation  owed to each one of them, always in accordance with the applicable
laws and regulations.  Remil,  CMR and Zohhal shall have made all  registrations
and filings, and shall have taken all required actions, pursuant to the laws and
regulations  relating to social security,  labor laws and social  contributions.
With due regard to the provisions in Clauses 1.4.1 and 1.4.2 of this  Agreement,
all social security and social  contributions owed shall have been fully paid by
Remil and by CMR until the date of transfer of such employees to Zohhal.  Zohhal
is not engaged in any labor disputes.

2.6.2.  Exhibit  2.6.2.  hereof  contains a complete  and  accurate  list of all
persons  who shall be  employees  of  F-2299 on the Date of the Swap,  including
their respective functions,  salary and date of employment, as well as all labor
unions they are and shall be  affiliated  with on the Date of the Swap,  and the
collective agreements executed by RJR, applicable to such employees. On the Date
of the Swap,  all  employees  of the  Governador  Valadares  Business  listed in
Exhibit 2.6.2.  shall have been legally  transferred from RJR and to F-2299, and
shall be regularly registered in the appropriate books of F-2299, along with the
respective  compensation owed to each one of them, always in accordance with the
applicable   laws  and   regulations.   RJR  and  F-2299  shall  have  made  all
registrations and filings,  and shall have taken all required actions,  pursuant
to the laws and regulations  relating to social security,  labor laws and social
contributions.  With due regard to the  provisions in Clauses 1.4.1 and 1.4.2 of
this  Agreement,  all social security and social  contributions  owed shall have
been fully paid by RJR until the date of transfer of such  employees  to F-2299.
F-2299 is not engaged in any labor disputes.

2.7. Real Estate Property and Equipment.

2.7.1.  Exhibit  2.7.1 hereof  contains the  description  of (a) all  equipment,
machinery and other assets,  both tangible and  intangible,  and (b) of the real
estate property of the Nova Iguacu  Business,  which shall be transferred by CMR
to Zohhal,  until the Date of the Swap. On the Date of the Swap, Zohhal shall be
in  possession  of, by reason of the transfer of the Nova Iguacu  Business,  the
rights  relating to the real estate property of the Nova Iguacu Business and its
respective  improvements (the deeds and/or  instruments of transfer of ownership
of which  shall be  pending  registration  before  the  respective  real  estate
registries), as well as of the associated equipment, machinery and other assets,
both tangible and  intangible,  which shall be free of, in any case,  mortgages,
guarantees, burdens, encumbrances,  easements, right of use, possession by third
parties or  restrictions  of any nature,  or taxes in  default.  The real estate
property  of the  Nova  Iguacu  Business  and  its  respective  improvements  or
occupation, as well as the equipment, machinery and other assets shall have been
lawfully acquired by Zohhal, by reason of the Swap. Neither the entirety nor any
part of the real estate property of the Nova Iguacu Business,  to be transferred
to Zohhal, shall be encumbered, expropriated, confiscated or in any way taken by
any authority or by any individual  (except as set forth in Exhibit 2.7.1),  and
Recofarma,  CMR and  Zohhal  are not aware of,  nor do they have any  reasonable
grounds to believe that any such lien, expropriation or confiscation is imminent
or under consideration. The real estate property of the Nova Iguacu Business and
its  improvements,  as well as all of the machinery,  equipment,  tools,  forms,
accessories,  vehicles, inventories,  facilities and other assets and properties
that  shall  belong  to  Zohhal  on  the  Date  of  the  Swap,  shall  be in the
preservation  state and in the operation  and  maintenance  conditions  they are
found to be on this date,  except for normal wear and tear.  Except as disclosed
in  Exhibit  2.7.1  hereof,  the  facilities,  buildings  and other  assets  and
properties of Zohhal,  on the Date of the Swap, or the operation and maintenance
of the same, as it currently occurs, shall not be in violation of any law, order
or  administrative  zoning  regulation  in  force,  nor  shall  it  violate  any
restrictive  clause or legal  provision,  the  exception to which could,  in any
relevant  aspect,  affect or preclude  the  continued  use of the same,  for the
purposes they are currently  being used, and shall continue to be used until the
Date of the Swap,  or would  considerably  affect  the value of such  assets and
properties.  Any notification issued by any body, government agency or authority
that has been delivered to Recofarma,  CMR, Remil or Zohhal,  in connection with
any of the assets and properties of Zohhal on the Date of the Swap, which claims
violation of any of such laws, orders or regulations,  or which demands or warns
about the need of performance of any work, repair, construction or installation,
relating to such assets and properties, shall have been complied with.

2.7.1.1.  CMR hereby  acknowledges that, pursuant to Exhibit 2.7.1., in relation
to the area of 79,655.00m2, located at Rua Dr. Armando Salles, subject-matter of
Registration  No. 378 in the Register of the 4th Real Estate  Registry Office of
the 7th  Circumscription  of Nova  Iguacu,  Rio de Janeiro,  it is the holder of
title, with ownership registered with the mentioned registry, and that such area
is  free  of any  burdens  or  encumbrances,  and  that  the  annotation  of the
construction of the industrial shed,  having a built area of 14,353.00m2 was not
effected,  where  the  activities  inherent  to the  Nova  Iguacu  Business  are
conducted. Hence, the Parties hereby agree that, if, until the Date of the Swap,
CMR has not regularized the  registrations  relating to the real estate property
mentioned in this Clause  2.7.1.1,  it shall be responsible  for reimbursing RJR
for all expenses and costs  (including  fines,  additions  and fees of counsel),
incurred  by the  latter for the  regularization  of the  situation  of the real
estate property, and such reimbursement shall occur in accordance with the terms
set forth in Clause 9.3.1 of this Agreement.

2.7.2.  Exhibit  2.7.2 hereof  contains the  description  of (a) all  equipment,
machinery and other assets,  both  tangible and  intangible,  and (b) of the own
real  estate  property  of the  Governador  Valadares  Business,  which shall be
transferred by RJR to F-2299,  until the Date of the Swap, and (c) of the leased
real estate properties of the Governador Valadares Business, the lease contracts
of  which,  executed  by RJR,  on an  original  or  successory  basis,  shall be
transferred  by RJR to  F-2299,  until the Date of the Swap.  On the Date of the
Swap,  F-2299  shall be in  possession  of,  by reason  of the  transfer  of the
Governador  Valadares Business,  the rights relating to the real estate property
of the Governador  Valadares  Business  described in item (a) of this Clause and
its  respective  improvements  (the deeds  and/or  instruments  of  transfer  of
ownership  of which shall be pending  registration  before the  respective  real
estate registries), as well as the lease contracts with the owners of the leased
real  estate  properties  of  the  Governador  Valadares  Business,   equipment,
machinery and other assets,  both tangible and  intangible,  which shall be free
of, in any case, guarantees,  burdens,  encumbrances,  easements,  right of use,
possession by third parties or restrictions of any nature,  or taxes in default.
The real estate property of the Governador  Valadares Business described in item
(a) of this Clause,  the rights resulting from the lease contracts of the leased
real estate  properties of the  Governador  Valadares  Business,  as well as the
equipment,   machinery   and  other  assets   comprising  or  belonging  to  the
establishments  of the  Governador  Valadares  Business shall have been lawfully
acquired by F-2299, by reason of the Swap.  Neither the entirety nor any part of
the real estate  properties of the Governador  Valadares  Business  mentioned in
this Clause,  to be  transferred to F-2299,  shall be encumbered,  expropriated,
confiscated or in any way taken by any authority or by any  individual,  and RJR
is not aware of, nor does it have any reasonable grounds to believe that any of
such lien, expropriation or confiscation is imminent or under consideration. The
real  estate  property  of  the  Governador  Valadares  Business  or  occupation
described  in  item  (a) of  this  Clause,  as  well  as  all of the  machinery,
equipment,  tools,  forms,  accessories,  installations  and  other  assets  and
properties of the Governador  Valadares  Business that shall belong to F-2299 on
the Date of the Swap,  shall be in the  preservation  state and in the operation
and maintenance  conditions they are found to be on this date, except for normal
wear and tear.  Except as disclosed in Exhibit 2.7.2 hereof,  the facilities and
other assets and properties of F-2299, on the Date of the Swap, or the operation
and maintenance of the same, as it currently  occurs,  shall not be in violation
of any law, order or  administrative  zoning  regulation in force,  nor shall it
violate any restrictive clause or legal provision, the exception to which could,
in any relevant  aspect,  affect or preclude the continued use of the same,  for
the purposes they are currently  being used, and shall continue to be used until
the Date of the Swap, or would considerably  affect the value of such assets and
properties.  Any notification issued by any body, government agency or authority
that has been  delivered  to RJR or to  F-2299,  in  connection  with any of the
assets and properties of F-2299,  including the leased real estate properties of
the  Governador  Valadares  Business,  on the  Date of the  Swap,  which  claims
violation of any of such laws, orders or regulations,  or which demands or warns
about the need of performance of any work, repair, construction or installation,
relating to such assets and properties, shall have been complied with.

2.7.2.1.  RJR hereby  acknowledges  that,  pursuant to Exhibit 2.7.2., it is the
owner of the real estate property of the Governador Valadares Business described
in item (a) of Clause 2.7.2, with title registered in its registration, and that
it is free of any  burdens or  encumbrances,  and that  there are  discrepancies
among the area of the mentioned real estate property, the built area of the Real
Estate Property of the Governador Valadares Business and the areas listed in the
competent  Real Estate  Registry and in the  Municipal  Government of Governador
Valadares.  The Parties  hereby agree that,  if, until the Date of the Swap, RJR
has not arranged for the making of the proper  corrections of the areas relating
to the mentioned real estate property with the competent  government  bodies, it
shall be responsible for  reimbursing  Recofarma,  Remil,  CMR or F-2299 for all
expenses and costs (including fines, additions and fees of counsel), incurred by
the latter for the  regularization of the situation of the real estate property,
under  the  terms  of  Clause  9.3.1,  without  prejudice  to the  submittal  of
documents,  as well as the  granting of the required  powers of  attorney,  with
sufficient  powers to  represent  RJR  before  the  government  agencies  of any
spheres, in order to make any required regularization.

2.7.2.2 The Parties  hereby agree that,  if, until the Date of the Swap, RJR has
not arranged for the  formalization of the renewal of the lease contracts of the
leased real estate  properties of the Governador  Valadares  Business Leased, as
well  as  the  assignment  thereof  to  F-2299,  it  shall  be  responsible  for
reimbursing  Recofarma,  Remil,  CMR  or  F-2299  for  all  expenses  and  costs
(including fines, additions, procedural costs relating to any actions concerning
such real estate  properties  and fees of counsel),  incurred by the latter upon
the renewal and respective  assignment of the lease contracts of the leased real
estate properties of the Governador Valadares Business, or upon the execution of
new lease  contracts,  to substitute any of the lease contracts of the mentioned
real estate  properties,  provided that the same be executed on  conditions  and
amounts  similar to the ones in effect prior to the Swap,  without  prejudice to
the  submittal of documents,  as well as the granting of the required  powers of
attorney, with sufficient powers to represent RJR before the government agencies
of any spheres, in order to make any required regularization. As applicable, the
Parties shall follow the reimbursement procedure set forth in Clause 9.3.1.

2.7.3.  Assets  and  Activities.  There  is  no  award,  judgment,  decision  or
prohibition  by any judicial,  administrative  or government  authority,  in the
Federative  Republic  of Brazil or in any other  Country,  involving  any of the
Parties,  which could cause negative or significant effects on the assets and/or
operational  activities  of the  Nova  Iguacu  Business  and  of the  Governador
Valadares Business.

2.8. Customers

2.8.1. Exhibit 2.8.1 contains the description of all customers currently served,
directly or indirectly, by Remil and/or Zohhal within the Nova Iguacu Territory,
who shall be directly  served by RJR or by whomever the latter may  appoint,  on
the day immediately  following the Date of the Swap.  Possible customers who, as
from the date of execution of this Agreement,  are prospected  within the limits
of the Nova Iguacu  Territory,  shall  automatically  integrate the portfolio of
customers comprising the Nova Iguacu Business.

2.8.2 Exhibit 2.8.2 contains the description of all customers  currently served,
directly or indirectly,  by RJR within the Governador Valadares  Territory,  who
shall be  directly  served by Remil or  F-2299,  or by  whomever  the latter may
appoint,  on the  day  immediately  following  the  Date of the  Swap.  Possible
customers  who,  as  from  the  date of  execution  of this  Agreement  on,  are
prospected  within  the  limits of the  Governador  Valadares  Territory,  shall
automatically  integrate the portfolio of customers  comprising  the  Governador
Valadares Business.

2.8.3.  The  Parties  hereby  agree  to send,  after  the  Date of the  Swap,  a
communication  to the  customers  of the  Governador  Valadares  and Nova Iguacu
Businesses,  informing  about the change of ownership of the  territories,  as a
result of the Swap,  pursuant to the draft to be prepared  and  approved by both
Parties.

2.9. Environmental Issues. For the purposes of this Clause,  "Environmental Law"
or "Environmental  Laws" means any legislation of the Country's legal system, as
well as any law, statute, regulation,  ordinance, rule, order, decree, judgment,
decision or government requirement decreed, enacted, effected, or imposed by any
Brazilian government  authority,  which relates or otherwise imposes obligations
or behavioral standards in connection with the manufacturing, storing, bottling,
commercialization,  and any and all  activities  relating to the  productive and
commercialization  process of soft drinks and  beverages in general,  including,
but not limited to, scents or any pollutants,  contaminants or wastes,  toxic or
hazardous substances or materials,  whether in the form of material or power, of
water,  land or air,  the  environment,  or that  otherwise  are  related to the
manufacturing,  processing,  generation,  distribution, use, treatment, storing,
disposal,  cleaning,  transportation or handling of pollutants,  contaminants or
materials,  toxic or hazardous  substances or wastes;  and  "Government  Agency"
means any  existing  Brazilian  political  or  government  subdivision,  whether
federal,  state or local,  or any agency or instrument of any such government or
political subdivisions.

2.9.1 Except as set forth in Exhibit 2.9.1,  exclusively in relation to the Nova
Iguacu  Business,  (i) the conduction of Zohhal's  operations on the Date of the
Swap and, previously, the conduction of such operations by CMR and Remil, is and
has always been in compliance with all Environmental  Laws in effect,  and there
is no condition nor event that  constitutes or has  constituted a violation,  or
that causes any encumbrance or burden, by reason of any Environmental  Law; (ii)
Zohhal shall have and, prior to the transfer of the operations to Zohhal,  Remil
and CMR had all permits, licenses,  approvals, consents and other authorizations
required by or relevant to any applicable Environmental Law (each of them herein
referred to as  "Environmental  License"),  required  to conduct the  respective
operations, complying with all requirements, conditions and limitations included
in the  Environmental  Licenses;  (iii) there is not, and Zohhal,  CMR and Remil
have not used neither  stocked,  nor shall they have  stocked,  on or before the
Date of the Swap, any substance or material deemed to be pollutant, contaminant,
toxic or  hazardous,  whether  in the form of  material  or  power,  within  the
atmosphere,  water or land,  or in any other way on, over or inside any property
or premises  used in their  operations,  except as permitted  by all  applicable
Environmental Laws and Environmental Licenses; (iv) Zohhal, Recofarma,  Remil or
CMR have not received,  neither shall they have received,  on or before the Date
of the Swap, any written  notification  from any  Government  Agency or from any
other  person,  in the  sense  that  any  aspect  of the  functioning  of  their
respective  operations or of the respective  equipment and machinery violates or
has violated any Environmental Laws or Environmental  Licenses,  or in the sense
that they are  responsible  for the cleaning or reparation of any substance,  at
any location; (v) Zohhal, Recofarma, CMR or Remil are not, nor until the Date of
the Swap shall they be a party in any dispute or proceeding in any jurisdiction,
whether judicial or administrative,  involving any claim for losses, provisional
remedy,  penalty or other potential  obligation with regard to violations of any
Environmental  Law,  in  connection  with  the  functioning  of  the  respective
operations,  equipment  and machinery of the Nova Iguacu  Business;  (vi) Zohhal
and, prior to the transfer of the operations to Zohhal,  Remil and CMR submitted
and shall submit, in due time, all required reports and notifications,  relating
to all properties and premises where their respective  operations are conducted,
and they  generated and  maintained all records and data required for compliance
with all  applicable  Environmental  Laws;  and (vii)  Zohhal and,  prior to the
transfer of the  operations  to Zohhal,  Remil and CMR did not or do not conduct
their  activities  in  environmental   protection  areas,   areas  of  permanent
preservation  or  Preservation  Units,  or in the  neighborhoods  of such areas,
pursuant to Federal Law No. 9,985, of July 18, 2000, its regulations, as well as
the relevant municipal and state legislation.

2.9.2.  Except as set forth in Exhibit  2.9.2,  exclusively  in  relation to the
Governador Valadares Business,  (i) the conduction of F-2299's operations on the
Date of the Swap and,  previously,  the conduction of such operations by RJR, is
and has always been in compliance  with all  Environmental  Laws in effect,  and
there is no condition nor event that constitutes or has constituted a violation,
or that causes any encumbrance or burden,  by reason of any  Environmental  Law;
(ii) F-2299 shall have and,  prior to the transfer of the  operations to F-2299,
RJR had all permits,  licenses,  approvals,  consents  and other  authorizations
required by or relevant to any applicable Environmental Law (each of them herein
referred to as  "Environmental  License"),  required  to conduct the  respective
operations, complying with all requirements, conditions and limitations included
in the Environmental  Licenses;  (iii) there is not, and F-2299 and RJR have not
used nor  stocked,  nor shall  they have  stocked,  on or before the Date of the
Swap, any substance or material  deemed to be pollutant,  contaminant,  toxic or
hazardous,  whether in the form of  material  or power,  within the  atmosphere,
water or land,  or in any other way on, over or inside any  property or premises
used in their  operations,  except as permitted by all applicable  Environmental
Laws and Environmental Licenses; (iv) F-2299 or RJR have not received, nor shall
they have received,  on or before the Date of the Swap, any written notification
from any  Government  Agency or from any  other  person,  in the sense  that any
aspect of the  functioning of their  respective  operations or of the respective
equipment  and  machinery  violates or has  violated any  Environmental  Laws or
Environmental  Licenses,  or in the  sense  that  they are  responsible  for the
cleaning or reparation of any substance, at any location; (v) F-2299 and RJR are
not,  nor until the Date of the Swap  shall  they be a party in any  dispute  or
proceeding in any jurisdiction,  whether judicial or  administrative,  involving
any claim for losses,  provisional remedy, penalty or other potential obligation
with regard to  violations  of any  Environmental  Law, in  connection  with the
functioning  of  the  respective  operations,  equipment  and  machinery  of the
Governador  Valadares  Business;  (vi) F-2299 and,  prior to the transfer of the
operations to F-2299, RJR, submitted and shall submit, in due time, all required
reports and  notifications,  relating to all properties and premises where their
respective  operations  are  conducted,  and they  generated and  maintained all
records and data required for compliance with all applicable Environmental Laws;
and (vii) F-2299 and,  prior to the transfer of the  operations to F-2299,  RJR,
did not or do not conduct their  activities in environmental  protection  areas,
areas of permanent  preservation or Preservation  Units, or in the neighborhoods
of such  areas,  pursuant  to  Federal  Law No.  9,985,  of July 18,  2000,  its
regulations, as well as the relevant municipal and state legislation.

2.9.3.  The  Parties  hereby  represent  that,  in order to  conduct a  specific
assessment  of the  situation  of the  environmental  aspects of the  Governador
Valadares  and Nova  Iguacu  Businesses,  an  environmental  due  diligence  was
performed by the firm SGS ICS  Certificadora  Ltda., at the establishment of the
Nova Iguacu  Business  and at the  establishments  of the  Governador  Valadares
Business,  located in Governador  Valadares,  Minas Gerais, and Ipatinga,  Minas
Gerais  ("Environmental Due Diligence"),  the report of which was issued in May,
2004, which even contains a list of recommended actions,  contained in Exhibit I
of the respective Environmental Due Diligence reports ("List of Actions"), which
hereby  becomes an integral  part of this  Agreement as its Exhibit  2.9.3.  If,
until the Date of the Swap,  any of the  Parties  has  failed to take any of the
actions of their responsibility,  pursuant to Exhibit 2.9.3, such Party shall be
responsible  for  reimbursing  the other Party for all expenses  incurred by the
innocent Party upon the  implementation  of the respective  pending  recommended
action(s),  pursuant to Clause 9.3.1. If, until the Date of the Swap, any of the
Parties  has  initiated  the  process of  implementing  the  respective  pending
recommended  action(s),  the same shall bear all costs  related to such process,
until its completion.

2.9.4. In addition to the responsibility of each of the Parties,  established in
Clauses 2.9.1, 2.9.2 and 2.9.3. above, and in Clauses 6 and 7 of this Agreement,
the Parties  hereby agree that they shall be  responsible  for,  under the terms
below,  any and all burdens,  expenses and costs required to identify and repair
possible hidden  environmental  liabilities,  at the  establishments of the Nova
Iguacu and Governador Valadares  Businesses,  as the case may be, as well as for
judicial claims,  indemnities or penalties imposed by environmental authorities,
as a result thereof. Hidden environmental liabilities may include, but shall not
be limited to, the contamination of the ground and/or  underground  waters,  the
procurement of pluvial waters,  liabilities that have not been identified in the
environmental  due  diligence  conducted  by SGS and/or  that,  in any way,  the
Parties  are not aware of,  until this date.  CMR and Remil  shall  respond  for
hidden  environmental  liabilities  existing  at the  establishment  of the Nova
Iguacu Business, as a result of their activities conducted on or before the Date
of the Swap, and RJR shall respond for hidden environmental liabilities existing
at the establishments of the Governador  Valadares Business,  as a result of its
activities conducted on or before the Date of the Swap.

2.10. Inventories.

2.10.1.  In order to prevent the  operations  at the Nova Iguacu and  Governador
Valadares  Territories  from  experiencing  any setback in their ordinary course
and/or going concern, the Parties hereby agree to, on the Date of the Swap, make
available  to  one  another,  at  the  establishments  of the  Nova  Iguacu  and
Governador Valadares Businesses, through reciprocal and concomitant purchase and
sale operations,  inventories of finished products  sufficient for five (5) days
of  sales  in their  current  territories,  calculated  in  accordance  with the
following formula: Amount of Inventory to be made available, expressed in u.c. =
5 days * (quantity  of finished  product sold in 2003,  expressed in  u.c.)/(250
business days), pursuant to Exhibit 2.10.1,  keeping the proportion of the sales
volume determined in the assessment of the Nova Iguacu and Governador  Valadares
Businesses.

2.10.2.  The  payments  of the  amounts  reciprocally  owed,  due  to the  above
mentioned  operations  of purchase  and sale of  inventories,  shall be effected
through offsetting  between Remil and RJR. If, after the offsetting,  a creditor
balance  remains in favor of any of the Parties,  the  creditor  shall grant the
other Party a financial  discount  equal to the amount of its credit,  in such a
way  that,  for all  legal  purposes  and  effects,  the  respective  reciprocal
discharges occur, whereby no Party shall be a creditor and/or debtor in relation
to the other, as regards the operations described in this clause.

2.10.3. The inventories that are the purpose of these reciprocal and concomitant
purchase and sale operations shall be comprised of a mix of products  equivalent
to the average  sales mix of the last three months of the Nova Iguacu  Territory
(regarding  the  inventory  to be sold to RJR) and of the  Governador  Valadares
Territory (regarding the inventory to be sold by RJR).

2.10.4. On the Date of the Swap, the inventory items of finished products of the
Nova Iguacu and Governador  Valadares  Businesses shall be free from defects and
shall be ready for use, without  restrictions as to quantity or quality,  in the
ordinary course of the  operations/activities  of Zohhal and F-2299, or shall be
ready to be sold at market price.  CMR and Remil,  on the one part,  and RJR, on
the  other  part,  do not  know if any of the  assets  of the  Nova  Iguacu  and
Governador Valadares Businesses, respectively, show or shall show, when marketed
or when in any way in  possession  of  third  parties  (such  as,  for  example,
bottles, packs, sales support technical and promotional material),  any relevant
defect as regards their  condition,  maintenance or repairs,  and/or is or shall
be, as regards quality or quantity,  inappropriate for the purposes for which it
is intended, except for normal wear and tear or validity.

2.11. Cash.

2.11.1.  Exhibit  2.11.1  of this  instrument  is an  accurate  list of all bank
accounts  existing  on this  date and on the  Date of the  Swap,  maintained  by
Zohhal, with an indication of the names of all the persons authorized to operate
such bank accounts, in each case.

2.11.2.  Exhibit  2.11.2  of this  instrument  is an  accurate  list of all bank
accounts  existing  on this  date and on the  Date of the  Swap,  maintained  by
F-2299, with an indication of the names of all the persons authorized to operate
such bank accounts, in each case.

2.11.3.  On the Date of the Swap, the Parties shall  complement  Exhibits 2.11.1
and 2.11.2,  as the case may be, with (i) the indication of the existing account
balances of Zohhal and of F-2299,  and (ii) the  description  and destination of
the amounts  deposited in the mentioned  bank accounts,  in compliance  with the
provisions in Clause 1.4.

2.12. Insurance.

2.12.1.  Exhibit  2.12.1  hereof  contains  an  accurate  list of all  insurance
policies  maintained  by Remil or by CMR (which shall be  transferred  to Zohhal
until the Date of the Swap), relating to the Nova Iguacu Business, against risks
usually covered by companies of the same field of activity,  and identifies,  in
each case, the respective  insurance  company,  the amount of the premium and of
the coverage, the type of insurance,  the number of the insurance policy and any
pending claims in connection therewith. Each of the insurance policies specified
in Exhibit 2.12.1 is and shall be, on the Date of the Swap, in full effect,  and
Recofarma,  Remil or CMR have not failed to notify or submit any relevant claim,
in relation to any of such insurance policies.  Recofarma, Remil and CMR are not
aware of any circumstances that could give the insurance  companies the right to
refuse to comply with their obligations,  established in the mentioned insurance
policies,  as well as there is no  contingent  event that has not been  properly
communicated to the respective insurance companies.

2.12.2.  Exhibit  2.12.2  hereof  contains  an  accurate  list of all  insurance
policies  maintained by RJR, in relation to the Governador  Valadares  Business,
against  risks usually  covered by companies of the same field of activity,  and
identifies,  in each case, the respective  insurance company,  the amount of the
premium and of the coverage, the type of insurance,  the number of the insurance
policy and any pending  claims in  connection  therewith.  Each of the insurance
policies  specified in Exhibit  2.12.2 is and shall be, on the Date of the Swap,
in full effect,  and RJR has not failed to notify or submit any relevant  claim,
in relation to any of such insurance  policies.  RJR and F-2299 are not aware of
any circumstances that could give the insurance companies the right to refuse to
comply with their obligations,  established in the mentioned insurance policies,
as well as there is no contingent event that has not been properly  communicated
to the respective insurance companies.

2.13. Taxes.

2.13.1. By Zohhal, CMR and Remil:

2.13.1.1. On the Date of the Swap, Zohhal shall not be in default in relation to
any federal,  state or  municipal  taxes,  or others,  in relation to any fiscal
year.  Likewise,  in the  ordinary  course of its  business,  Zohhal  shall have
withheld and paid, to the tax authorities,  and to other competent  authorities,
all taxes, social and social security contributions, as well as any amount whose
withholding and payment are required,  in relation to salaries and compensations
of its  officers,  employees,  contractors  and others who receive  payment from
Zohhal.

2.13.1.2.  Exclusively  in  relation to the Nova  Iguacu  Business,  (i) CMR and
Remil,  on the Date of the Swap,  shall not be in  default  in  relation  to any
federal,  state or municipal  taxes, or others,  in relation to any fiscal year;
and (ii) in the  ordinary  course of their  business,  CMR and Remil  shall have
withheld and paid, to the tax authorities,  and to other competent  authorities,
all taxes, social and social security contributions, as well as any amount whose
withholding and payment are required,  in relation to salaries and compensations
of its officers, employees,  contractors and others who receive payment from CMR
and Remil.

2.13.2. By F-2299 and RJR:

2.13.2.1. On the Date of the Swap, F-2299 shall not be in default in relation to
any federal,  state or  municipal  taxes,  or others,  in relation to any fiscal
year.  Likewise,  in the  ordinary  course of its  business,  F-2299  shall have
withheld and paid, to the tax authorities,  and to other competent  authorities,
all taxes, social and social security contributions, as well as any amount whose
withholding and payment are required,  in relation to salaries and compensations
of its  officers,  employees,  contractors  and others who receive  payment from
F-2299.

2.13.2.2. Exclusively in relation to the Governador Valadares Business, (i) RJR,
on the Date of the Swap,  shall not be in default in  relation  to any  federal,
state or municipal taxes, or others, in relation to any fiscal year; and (ii) in
the ordinary  course of its  business,  RJR shall have withheld and paid, to the
tax  authorities,  and to other  competent  authorities,  all taxes,  social and
social  security  contributions,  as well as any amount  whose  withholding  and
payment are required, in relation to salaries and compensations of its officers,
employees, contractors and others who receive payment from RJR.

2.14. Agreements / Contracts

2.14.1.  Exhibit 2.14.1 hereof  contains a list of all  agreements/contracts  in
force, in which Remil or CMR is a party, in relation to the Nova Iguacu Business
and which for such reason  shall be  transferred  to Zohhal prior to the Date of
the Swap.  In relation  to the Nova  Iguacu  Business,  the  following  are also
highlighted in Exhibit 2.14.1:

(a) all employment  contracts relating to the employees who shall be transferred
to Zohhal;

(b) all licensing agreements,  or distribution,  commercialization,  representa-
tion, procurement, commission, promotional or brokerage agreements;

(c) all contracts  for future  purchase of  materials,  raw-material,  supplies,
services,  assets or equipment,  which imply disbursements,  for their remaining
term of effectiveness;

(d) all  profit-sharing  plans  and  agreements  involving  officers,  managers,
employees  and third  parties,  or the  payment of bonus,  indemnification  upon
dismissal or discharge, pension or retirement, which represent an obligation for
Zohhal, as from the Date of the Swap;

(e) all contracts,  covenants and agreements that involve any granting of rights
to third parties, to purchase or sell any asset, property or right; and

(f) all rental and lease  contracts  of real  estate,  equipment,  machinery  or
facilities.

2.14.2.  Exhibit 2.14.2 hereof  contains a list of all  agreements in force,  in
which RJR is a party, in relation to the Governador Valadares Business and which
for such reason shall be transferred to F-2299 prior to the Date of the Swap. In
relation  to  the  Governador   Valadares  Business,   the  following  are  also
highlighted in Exhibit 2.14.2:

(a) all employment  contracts relating to the employees who shall be transferred
to F-2299;

(b)   all   licensing    agreements,    or   distribution,    commercialization,
representation, procurement, commission, promotional or brokerage agreements;

(c) all contracts  for future  purchase of  materials,  raw-material,  supplies,
services,  assets or equipment,  which imply disbursements,  for their remaining
term of effectiveness;

(d) all  profit-sharing  plans  and  agreements  involving  officers,  managers,
employees  and third  parties,  or the  payment of bonus,  indemnification  upon
dismissal or discharge,  pension or retirement, which represent an obligation to
F-2299, as from the Date of the Swap;

(e) all contracts,  covenants and agreements that involve any granting of rights
to third parties, to purchase or sell any asset, property or right; and

(f) all rental and lease  contracts  of real  estate,  equipment,  machinery  or
installations.

2.15. Compliance with Agreements.

2.15.1.  The entering into of this Agreement,  under the terms set forth herein,
does not and shall not violate,  on the Date of the Swap,  any provisions of any
agreements or instruments  relating to the Nova Iguacu  Business,  of which CMR,
Remil or Zohhal  are a party on such  occasion,  nor shall it give  cause to the
early  maturity of any  obligation  provided for in the mentioned  agreements or
instruments,  or to the creation of any burden or encumbrance over any assets of
the Nova  Iguacu  Business;  likewise,  there  are and  there  shall  be, on the
occasion,  no  circumstances,  facts or commitments in connection  with the Nova
Iguacu Business, by reason of which,  pursuant to the applicable  legislation on
this date and on the Date of the Swap, any change in the ownership of the assets
and goods to Zohhal shall result in any change of powers,  rights,  prerogatives
or authority to conduct the Nova Iguacu Business.

2.15.2.  The entering into of this Agreement,  under the terms set forth herein,
does not and shall not violate,  on the Date of the Swap,  any provisions of any
agreements or instruments  relating to the  Governador  Valadares  Business,  of
which RJR or F-2299 are a party on such occasion, nor shall it give cause to the
early  maturity of any  obligation  provided for in the mentioned  agreements or
instruments,  or to the creation of any burden or encumbrance over any assets of
the Governador  Valadares Business;  likewise,  there are and there shall be, on
the occasion,  no  circumstances,  facts or commitments  in connection  with the
Governador  Valadares Business,  by reason of which,  pursuant to the applicable
legislation  on  this  date  and on the  Date of the  Swap,  any  change  in the
ownership  of the  assets  and goods to  F-2299  shall  result in any  change of
powers,  rights,  prerogatives or authority to conduct the Governador  Valadares
Business.

2.16. No Litigation.

2.16.1  Zohhal is not and shall not be a party,  on the Date of the Swap, in any
litigation,  judicial and administrative proceedings, labor claims or government
investigations,  whether  pending or  imminent.  Except in  relation  to what is
pointed  out in Exhibit  2.16.1,  exclusively  in  relation  to the Nova  Iguacu
Business,  CMR and  Remil  are not and  shall  not be,  on the Date of the Swap,
parties in any litigation, judicial and administrative proceedings, labor claims
or government investigations, whether pending or imminent.

2.16.2 Except in relation to the process described in Exhibit 2.16.2,  F-2299 is
not and  shall  not be a party,  on the  Date of the  Swap,  in any  litigation,
judicial   and   administrative   proceedings,   labor   claims  or   government
investigations,  whether  pending or  imminent.  Except in  relation  to what is
pointed out in Exhibit  2.16.2 (a),  exclusively  in relation to the  Governador
Valadares  Business,  RJR is not and  shall  not be a party,  on the Date of the
Swap, in any litigation,  judicial and administrative proceedings,  labor claims
or government inquests, whether pending or imminent.

2.17. Inexistence of Agreements with Related Parties.

2.17.1 On the Date of the Swap, no  quotaholder,  former  quotaholder,  officer,
manager or employee  of  Recofarma,  CMR,  Remil or Zohhal,  nor any  affiliated
company  or in which  any of such  persons  has,  directly  or  indirectly,  any
stockholding,  shall be a party, directly or indirectly, in any transaction with
Zohhal,  which  requires  payment  to such  quotaholders,  former  quotaholders,
officers, managers, employees or companies, except for the obligations set forth
in the Manufacturing Agreement executed with CCIL.

2.17.2 On the Date of the Swap, no  quotaholder,  former  quotaholder,  officer,
manager or employee of Andina,  RJR or F-2299,  nor any affiliated company or in
which any of such persons has, directly or indirectly,  any stockholding,  shall
be a party,  directly or  indirectly,  in any  transaction  with  F-2299,  which
requires payment to such quotaholders, former quotaholders,  officers, managers,
employees  or  companies,   except  for  the   obligations   set  forth  in  the
Manufacturing Agreement executed with CCIL.

2.18 Guarantees.

2.18.1  Zohhal is not,  and  shall not be, on the Date of the Swap,  a surety or
co-guarantor,  as well as it is not,  and it shall not be the  guarantor  of any
obligation  of  third  parties,  and it is not and  shall  not be a party in any
contract  or  agreement,  by  reason  of which it is bound to honor  any of such
obligations.

2.18.2  F-2299 is not,  and  shall not be, on the Date of the Swap,  a surety or
co-guarantor,  as well as it is not,  and it shall not be the  guarantor  of any
obligation  of  third  parties,  and it is not and  shall  not be a party in any
contract  or  agreement,  by  reason  of which it is bound to honor  any of such
obligations.

2.19. Practice of Certain Acts.

2.19.1 Except as contained in Exhibit  2.19.1(a),  in relation to Zohhal, and in
Exhibit 2.19.1(b),  in relation to F-2299, since their respective  organization,
Zohhal and  F-2299,  as well as CMR and Remil,  in  relation  to the Nova Iguacu
Business,  and RJR, in relation to the Governador  Valadares  Business,  as from
this date:

(a) have  neither  undertaken  nor been subject to any  obligation  or liability
(past due or to become due),  and, on the Date of the Swap,  shall  neither have
undertaken  nor become  subject to any  obligation or liability  (past due or to
become due), except regarding those obligations or commitments undertaken in the
ordinary  course  of  business  and the  obligations  undertaken  in  agreements
executed in the ordinary course of business;

(b) have  neither  settled nor  satisfied  and,  on the Date of the Swap,  shall
neither have settled nor satisfied any encumbrance or charge,  neither have they
paid  nor  shall  they  have  paid  any  obligations   other  than  the  current
obligations, undertaken during the normal and ordinary course of business;

(c) (i) have  neither  declared  nor made,  nor agreed with the  declaration  or
making,  and, on the Date of the Swap,  shall neither have declared nor made, or
agreed  with  the   declaration  or  making  of  any  payment  of  dividends  or
distribution  of any assets of any  nature to  quotaholders,  (ii) have  neither
acquired nor redeemed,  neither agreed with the acquisition or redemption,  and,
on the Date of the Swap,  shall neither have  acquired nor  redeemed,  or agreed
with the  acquisition  or redemption of any portion of the quotas of their quota
capital, respectively;

(d) have not given in mortgage,  pledged or subjected to burdens, charges or any
other  encumbrance,  neither  have they  agreed to  proceed in such  manner,  in
relation to any portion of their tangible and intangible  assets;  likewise,  on
the Date of the  Swap,  they  shall  not  have  given in  mortgage,  pledged  or
subjected  to  burdens,  charges or any other  encumbrance,  nor shall they have
agreed to proceed in such manner,  in relation to any portion of their  tangible
and intangible assets;

(e) have  neither sold nor  transferred,  or agreed with the sale or transfer of
any portion of their assets, or cancelled or agreed with the cancellation of any
debts or claims,  excepted,  in each case, the  situations  that occurred in the
normal and ordinary  course of business;  also,  they have neither  executed nor
agreed with the execution of any agreement or commitment,  granting the right of
first  refusal  in  relation  to the  purchase  of any  part  of  their  assets,
properties  or rights;  likewise,  on the Date of the Swap,  they shall not have
sold nor  transferred,  or agreed  with the sale or  transfer  of any portion of
their  assets,  or  cancelled  or agreed with the  cancellation  of any debts or
claims, except, in each case, for the situations that occurred in the normal and
ordinary course of business;  also, they shall not have executed nor agreed with
the  execution  of any  agreement  or  commitment,  granting  the right of first
refusal in relation to the purchase of any part of their  assets,  properties or
rights;

(f) have not suffered and, on the Date of the Swap,  shall not have suffered any
extraordinary  losses,  nor have they waived or shall have waived their right to
receive any significant amount;

(g) have not conducted  and, on the Date of the Swap,  shall not have  conducted
any  transaction  other than those connected with the normal and ordinary course
of business;

(h) shall not have increased, until the Date of the Swap, the compensation paid,
and shall neither have made nor agreed to make any adjustment,  payment of bonus
or extra  compensation,  of any nature,  to any one of its  officers,  managers,
employees  or agents,  unless such  adjustments  have been  granted by reason of
negotiation with the respective labor unions, or by reason of law;

(i) shall not have made,  until the Date of the Swap,  any relevant  addendum or
termination of any material contract,  agreement or license,  in relation to the
Nova Iguacu Business, of which Remil, CMR or Zohhal are a party, and in relation
to the Governador Valadares Business, of which RJR or F-2299 are a party;

(j) have not made, and, on the Date of the Swap, shall not have made any changes
in marketing or  production  strategies,  except those  required in the ordinary
course of business; and

(l)  have not  made,  and,  on the Date of the  Swap,  shall  not have  made any
reappraisal of any of their assets, or any changes in any of the methods used by
the accounting and tax practices.

2.20. Powers of Attorney.

2.20.1 Exhibit 2.20.1 contains a list of all powers of attorney granted, or that
shall be granted by Zohhal, and that shall be in effect on the Date of the Swap.

2.20.2 Exhibit 2.20.2 contains a list of all powers of attorney granted, or that
shall be granted by F-2299, and that shall be in effect on the Date of the Swap.

2.21. Debts. Except as set forth in this Agreement and its exhibits,  Zohhal and
F-2299 do not have,  on this date,  and shall not have, on the Date of the Swap,
any debt,  liability  or  obligation  of any nature  (incurred  or  contingent),
including,  but not limited to, before financial  institutions,  debts of a tax,
labor,  social security or commercial nature, or resulting from a warranty given
to  customers,   the  non-compliance  with  agreements  or  from  complaints  in
connection with services rendered.

2.22.  Authority  to Execute the  Agreement  and the  Operations  Provided.  The
Parties  have full power and  corporate  authorization  to execute  the  present
Agreement and to consummate the operations provided for herein. The execution of
and the  compliance  with this  Agreement,  as well as of the other  instruments
provided for herein were duly authorized by all required corporate actions,  and
no  additional   corporate   action  is  required,   by  the  Parties  or  their
partners/shareholders,  to consummate the operations  provided for herein.  This
Agreement and the other instruments  hereof create and shall create legal, valid
and binding obligations for the Parties,  enforceable against the same and their
controllers pursuant to their terms.

CLAUSE 3. SPECIAL REPRESENTATIONS AND WARRANTIES ABOUT RECOFARMA, CMR AND REMIL.

3.1. Debts and Liabilities. Except as set forth in Clause 1.4 of this Agreement,
no debts,  obligations and liabilities shall be transferred to Zohhal, including
those inherent to the Nova Iguacu Business, as a result of the mentioned process
or  corporate  restructuring  and  of  the  provisioning  of  assets  and  goods
transferred to Zohhal. Any and all other debt,  liability or obligation of Remil
and CMR in relation to the Nova Iguacu Business, of any nature,  including,  but
not limited to, financial,  tax, labor,  social security or commercial debts, or
those  resulting from a warranty  given to customers,  the  non-compliance  with
agreements or from complaints in connection with services rendered, shall remain
under the  responsibility  of Recofarma,  CMR and Remil,  and  Recofarma  hereby
agrees to fully pay them as they  become  due, or have Remil and CMR pay, as the
case  may be,  in such a way  that  Zohhal  is  always  fully  exempt  from  any
responsibility in relation to such non-transferred debts.

CLAUSE 4. SPECIAL REPRESENTATIONS AND WARRANTIES OF RJR.

4.1. Debts and Liabilities. Except as set forth in Clause 1.4 of this Agreement,
no debts,  obligations and liabilities shall be transferred to F-2299, including
those  inherent  to  the  Governador  Valadares  Business,  as a  result  of the
mentioned  process or corporate  restructuring and of the provisioning of assets
and goods transferred to F-2299. Any and all other debt, liability or obligation
of  RJR in  relation  to  the  Governador  Valadares  Business,  of any  nature,
including,  but not  limited  to,  financial,  tax,  labor,  social  security or
commercial  debts,  or those  resulting from a warranty given to customers,  the
non-compliance  with  agreements or from  complaints in connection with services
rendered,  shall remain under the responsibility of Andina and RJR, which hereby
agree to fully pay them as they  become due, in such a way that F-2299 is always
fully exempt from any responsibility in relation to such non-transferred debts.

CLAUSE 5. SPECIAL  PROVISIONS  ABOUT THE  REPRESENTATIONS  AND WARRANTIES OF THE
PARTIES.

5.1.  Each  representation  and warranty  made by the Parties in this  Agreement
shall be  construed  as an  independent  representation  and  warranty,  and the
responsibility  for any default shall neither be altered nor modified due to its
knowledge by any of the Parties or by any of its consultants,  prior to or on or
before the Date of the Swap.

5.2.  The  allegation  that the other Party is, or should be aware of, until the
Date of the Swap, the purpose,  cause or ground of any claim, present or future,
in relation to any  representation  and/or warranty contained in this Agreement,
by reason of the audits conducted by the Parties or their  consultants shall not
constitute a defense  against any claim or violation  of any  representation  or
warranty  made by the  Parties in this  Agreement,  nor shall it give  reason to
exemption, restriction or reduction of the obligation of the Parties to redress.

CLAUSE 6. RESPONSIBILITY OF RECOFARMA, REMIL AND CMR.

6.1. Recofarma,  Remil and CMR shall be jointly and severally responsible before
RJR and/or any  controlling or controlled  company,  or a company under the same
control of RJR  ("Andina  Affiliates"),  and shall  indemnify  RJR or the Andina
Affiliates, in domestic currency, in the total amount of:

(a) (i) any and all taxes, tax or social security contributions, including legal
interest, fines and monetary corrections,  relating to the Nova Iguacu Business,
which may have been left unpaid or  unwithheld  by Remil and/or by CMR and/or by
Zohhal on the dates  required by the law, and in connection  with taxable events
occurred  until the Date of the Swap,  the  payment  of which is  required  from
Zohhal,  in the capacity of successor of the Nova Iguacu  Business,  and/or from
RJR and/or the Andina Affiliates;  (ii) as well as any pecuniary  obligations of
any  nature,   including,  but  not  limited  to,  civil,   commercial,   labor,
environmental,  tax or social security-related obligations of CMR, Remil, Zohhal
or Recofarma, in connection with the Nova Iguacu Business,  resulting from facts
or acts occurred or practiced  until the Date of the Swap,  the payment of which
is possibly  required  from  Zohhal,  in the  capacity of  successor of the Nova
Iguacu Business,  and or from RJR and/or the Andina Affiliates.  The obligations
provided for in items "i" and "ii" above shall be in effect, irrespective of the
time they come (x) to the knowledge of RJR, CMR, Zohhal, Recofarma,  Remil or by
the  Andina  Affiliates,  or (y) they are  demanded  and/or  claimed  from  CMR,
Recofarma and/or Remil,  Zohhal, RJR or the Andina  Affiliates,  irrespective of
being  contained in the respective  balance  sheets,  and  irrespective of being
pointed out by the audits, or disclosed to RJR by Recofarma and/or by CMR and/or
by Remil and/or by Zohhal,  with due regard to the  provisions  of Clauses 1.4.2
and 1.4.4 above;

(b) any and all losses,  damages,  expenses  or costs  incurred by RJR and/or by
Zohhal  and/or  by the  Andina  Affiliates,  resulting  from the  inaccuracy  or
untruthfulness  of any  representation  made or any warranty given by Recofarma,
Remil and CMR,  pursuant  to Clauses 2 and 3 above,  or from the  non-compliance
with any of the  obligations  undertaken  by them  under this  Agreement,  or in
documents and/or instruments in connection herewith; and

(c) any and all  expenses  or  costs  (including  fees of  counsel  and of other
professionals),  which RJR and/or Zohhal and/or the Andina  Affiliates may incur
due to the  occurrence  of any of the events  mentioned  in letters  (a) and (b)
above.

6.2. The  obligation to indemnify,  set forth in Clause 6.1 above,  includes any
and all expense, cost, loss or damage incurred by RJR and/or by Zohhal and/or by
the Andina  Affiliates,  after the Date of the Swap, in connection with the lack
of:

(a) the  regularization and obtainment of the licenses and permits from federal,
state or municipal bodies,  required for the regular  functioning and conduct of
the  activities  inherent  to the Nova  Iguacu  Business,  mentioned  in Exhibit
2.5.1.3;  Recofarma,  CMR and Remil shall be responsible  for  indemnifying  RJR
and/or Zohhal due to any adverse  consequence  that the lack or  irregularity of
such licenses and permits may cause to the Nova Iguacu Business,  including, but
not limited to, fines, interdiction or demolition of the buildings, interdiction
and/or seizure of the inventories,  restrictions of any nature to the operations
and to the regular functioning of the establishment of the Nova Iguacu Business,
as well as for other costs and expenses  resulting from the lack or irregularity
of the  mentioned  licenses  or  permits,  including,  but not  limited  to, the
maintenance  of the supply of the markets served by the  distribution  center of
the establishment of the Nova Iguacu Business from another  location,  and other
additional  expenses of any nature that RJR or Zohhal may incur to maintain  the
normality of the operations of the Nova Iguacu Business;

(b) the  regularization  of the  registrations  of the Nova  Iguacu  Real Estate
Properties, pursuant to clause 2.7.1.1.; and

(c) the implementation of the actions listed in the List of Actions contained in
Exhibit 2.9.3., with a view to the regularization of the environmental issues of
the establishment of the Nova Iguacu Business; Recofarma, CMR and Remil shall be
responsible for  indemnifying  RJR and/or Zohhal due to any adverse  consequence
that the failure to implement such actions,  within the term set forth in Clause
2.9.3,  may cause to the Nova  Iguacu  Business.  Among such  consequences,  the
following are included,  but are not limited to, (i) interdiction and/or seizure
of the inventories; (ii) restrictions of any nature to the operations and to the
regular  functioning of the  establishment  of the Nova Iguacu  Business,  (iii)
additional  costs and expenses in connection  with the maintenance of the supply
of the markets served by the  distribution  center of the  Establishment  of the
Nova Iguacu Business from another location;  and (iv) other additional  expenses
of any nature  that RJR or Zohhal may incur to  maintain  the  normality  of the
operations of the Nova Iguacu Business.

6.2.1. In the event of determination of the criminal liability of RJR, Zohhal or
of the Andina Affiliates, or of any of their quotaholders, or of any individual,
officer or employee of RJR,  Zohhal or of the Andina  Affiliates,  in connection
with environmental issues of the Nova Iguacu Business,  the originating event of
which occurred prior to the Date of the Swap, Recofarma,  CMR and/or Remil shall
bear all costs and procedural expenses relating to the defense,  both during the
investigation  and upon the filing of a criminal  suit against the  defendant(s)
and/or  accused  party(ies),  as well  the  reasonable  fees  of the  counsel(s)
appointed by the first, in addition to indemnifying  for the sanctions  possibly
resulting from such suits,  with due regard to the procedure set forth in Clause
8 below.

6.3.  Notwithstanding  the  foregoing,  Recofarma  undertakes  joint and several
liability  with  CMR  and  Remil,  before  RJR,  for  the  compliance  with  the
obligations  of CMR and/or  Remil,  as set forth in this Clause 6, if CMR and/or
Remil fail to, due to any reason, comply with what is provided for herein, or if
they do not have sufficient resources to satisfy the indemnification obligations
they are responsible for, as provided for herein.

6.4.  CMR,  Recofarma  and  Remil  hereby  agree  to  cooperate  with RJR in the
obtainment  of  documents  and  regularization  of the  situations  mentioned in
Clauses 2.5.1.1., 2.9.3. and 6.2., including, but not limited to, supplying RJR,
always  as soon  as  possible,  with  information  and  copies  of the  required
documentation,  which may be under its custody, and placing its employees at the
disposal of RJR,  in such a way that,  on mutually  convenient  bases,  they may
provide additional information and explanations about any supplied materials.

CLAUSE 7. RESPONSIBILITY OF RJR.

7.1. RJR shall be jointly and severally responsible before Recofarma, Remil, CMR
or any controlling or controlled company, or a company under the control of CCIL
("KO Affiliates"),  and shall indemnify Recofarma, in domestic currency, for the
total amount of:

(a) (i) any and all taxes, tax or social security contributions, including legal
interest,  fines and monetary  correction,  relating to the Governador Valadares
Business,  which may have been left unpaid or unwithheld by RJR and/or by F-2299
on the dates required by the law, and in connection with taxable events occurred
until the Date of the Swap, the payment of which is required from F-2299, in the
capacity of successor of the Governador  Valadares  Business,  and/or from Remil
and/or from CMR and/or from  Recofarma  and/or from the KO  Affiliates;  (ii) as
well as any pecuniary obligations of any nature,  including, but not limited to,
civil,  commercial,   labor,  environmental,   tax  or  social  security-related
obligations of RJR or of F-2299,  in connection  with the  Governador  Valadares
Business,  resulting from facts or acts occurred or practiced  until the Date of
the Swap, the payment of which is possibly required from F-2299, in the capacity
of successor of the Governador Valadares Business, and/or from Remil and/or from
CMR  and/or  from  Recofarma  and/or  from the KO  Affiliates.  The  obligations
provided for in items "i" and "ii" above shall be in effect, irrespective of the
time they come (x) to the knowledge of RJR, CMR, F-2299, Recofarma,  Remil or by
the KO Affiliates,  or (y) they are demanded and/or claimed from CMR,  Recofarma
and/or Remil, F-2299, RJR or the KO Affiliates,  irrespective of being contained
in the respective  balance sheets,  and irrespective of being pointed out by the
audits, or disclosed by RJR to Recofarma and/or to CMR and/or to Remil and/or to
F-2299, with due regard to the provisions of Clauses 1.4.2 and 1.4.4 above;

(b) any and all losses, damages,  expenses or costs incurred by Recofarma and/or
by  F-2299  and/or by Remil  and/or by CMR,  resulting  from the  inaccuracy  or
untruthfulness of any representation made or any warranty given by RJR and/or by
Andina,  pursuant to Clauses 2 and 4 above, or from the non-compliance  with any
of the  obligations  undertaken  by them under this  Agreement,  or in documents
and/or instruments in connection herewith; and

(c) any and all  expenses  or  costs  (including  fees of  counsel  and of other
professionals), which F-2299 and/or Recofarma and/or CMR and/or Remil and/or the
KO Affiliates may incur due to the occurrence of any of the events  mentioned in
letters (a) and (b) above.

7.2. The  obligation to indemnify,  set forth in Clause 7.1 above,  includes any
and all expense, cost, loss or damage incurred by Recofarma and/or by CMR and/or
by Remil  and/or by F-2299  and/or by the KO  Affiliates,  after the Date of the
Swap, in connection with the lack of:

(a) the  regularization and obtainment of the licenses and permits from federal,
state or municipal bodies,  required for the regular  functioning and conduct of
the  activities  inherent to the  Governador  Valadares  Business,  mentioned in
Exhibit 2.5.2.3; RJR shall be responsible for indemnifying  Recofarma and/or CMR
and/or  Remil  and/or  F-2299 due to any  adverse  consequence  that the lack or
irregularity of such licenses and permits may cause to the Governador  Valadares
Business,  including,  but not limited to, fines,  interdiction or demolition of
the buildings,  interdiction and/or seizure of the inventories,  restrictions of
any  nature  to  the   operations   and  to  the  regular   functioning  of  the
establishments of the Governador Valadares Business,  as well as for other costs
and expenses  resulting from the lack or irregularity of the mentioned  licenses
or permits,  including, but not limited to, the maintenance of the supply of the
markets  served  by  the  distribution  center  of  the  establishments  of  the
Governador  Valadares  Business  from  another  location,  and other  additional
expenses of any nature that Recofarma  and/or CMR and/or Remil and/or F-2299 may
incur to maintain the normality of the  operations of the  Governador  Valadares
Business;

(b) the  regularization  of the  registrations of the Governador  Valadares Real
Estate  Property  before  the  competent  government  bodies,  and of the  lease
contracts of the Leased Governador Valadares Real Estate Properties, pursuant to
Clauses 2.7.2.1. and 2.7.2.2.; and

(c) the implementation of the actions listed in the List of Actions contained in
Exhibit 2.9.3., with a view to the regularization of the environmental issues of
the establishments of the Governador Valadares Business; Andina and RJR shall be
responsible for  indemnifying  Recofarma  and/or CMR and/or Remil and/or F-2299,
due to any adverse  consequence  that the  failure to  implement  such  actions,
within the term set forth in Clause 2.9.3, may cause to the Governador Valadares
Business.  Such consequences  include,  but are not limited to, (i) interdiction
and/or  seizure  of the  inventories;  (ii)  restrictions  of any  nature to the
operations  and  to  the  regular  functioning  of  the  establishments  of  the
Governador Valadares Business, (iii) additional costs and expenses in connection
with the  maintenance  of the supply of the markets  served by the  distribution
center of the  establishments of the Governador  Valadares Business from another
location; and (iv) other additional expenses of any nature that Recofarma and/or
CMR and/or  Remil  and/or  F-2299 may incur to  maintain  the  normality  of the
operations of the Governador Valadares Business.

7.2.1.  In the event of  determination  of the  criminal  liability of Recofarma
and/or CMR and/or Remil and/or F-2299 and/or KO  Affiliates,  or of any of their
quotaholders, or of any individual,  officer or employee of Recofarma and/or CMR
and/or  Remil  and/or  F-2299   and/or  KO   Affiliates,   in  connection   with
environmental issues of the Governador Valadares Business, the originating event
of which  occurred  prior to the Date of the Swap,  RJR shall bear all costs and
procedural  expenses relating to the defense,  both during the investigation and
upon the filing of a criminal  suit  against  the  defendant(s)  and/or  accused
party(ies),  as well the  reasonable  fees of the  counsel(s)  appointed  by the
first, in addition to  indemnifying  for the sanctions  possibly  resulting from
such suits, with due regard to the procedure set forth in Clause 8 below.

7.4.  RJR hereby  agrees to  cooperate  with  Recofarma,  CMR,  Remil and the KO
Affiliates in the obtainment of documents and  regularization  of the situations
mentioned in Clauses 2.5.2.2.,  2.9.3. and 7.2., including,  but not limited to,
supplying Recofarma,  always as soon as possible, with information and copies of
the  required  documentation,  which may be under its  guard,  and  placing  its
employees  at the  disposal  of  Recofarma,  in  such a way  that,  on  mutually
convenient bases, they may provide additional  information and explanation about
any supplied materials.

8. CONDUCTION OF PROCEEDINGS

8.1. As regards the conduction of both judicial or  administrative  proceedings,
as well as labor claims involving debts and/or obligations, the payment of which
is a responsibility of CMR and/or Remil, as set forth in Clause 6, the following
procedure shall be observed:

8.1.1  If  Zohhal  or  RJR  (collectively,   the  "Indemnifiable   Parties"  and
individually,  the  "Indemnifiable  Party")  are  notified,  assessed,  sued  or
summoned,  whether  in or out of court,  as a result of any act or fact that may
generate any damage to such Party,  pursuant to the  provisions in Clause 6, RJR
shall give notice of such fact to Remil, through a written notification, sent by
fax, within up to forty-eight  (48) hours from the receipt of the  notification,
assessment, demand or summons (collectively referred to as "Notification").

8.1.1 (a)  Likewise,  RJR  shall  forward  to Remil  any and all  communication,
correspondence,  legal notice and others, which come to the establishment of the
Nova Iguacu  Business  and are  addressed  to Remil  and/or to CMR and/or to the
companies  listed in Exhibit 8.1.1 (a), within no longer than  forty-eight  (48)
hours from receipt thereof.

8.1.1.1.  When  the  reply to the  notifications,  assessments,  demands,  legal
notices,  correspondences  or judicial or  extrajudicial  summons,  mentioned in
Clauses 8.1.1 and 8.1.1 (a) shall occur within less than forty-eight (48) hours,
including,  but not limited to, summons  relating to execution  proceedings  and
legal notice or notification of protest of bills,  RJR shall give notice of such
fact to Remil, by fax,  immediately  after receipt thereof,  in such a way as to
make possible the timely reply of Remil.

8.1.2 Remil shall inform the Indemnifiable  Party, (a) in the situation provided
for in Clause 8.1.1,  with at least  forty-eight (48) hours of prior notice,  or
within a term  equivalent  to, at least,  1/3 of the  legal  term to submit  the
defense or answer,  whichever is larger, or (b) in the situation provided for in
Clause  8.1.1.1  above,  until half of the term for  manifestation,  if it shall
immediately  pay the amount in question or if it shall  dispute the case, on its
own account and risk, on behalf of Zohhal and/or another Indemnifiable Party, as
the case may be. In the  situations  mentioned  in Clauses  8.1.1 and 8.1.1 (a),
when the Nova Iguacu  Business  is  involved,  and the  exercise of the right of
defense  requires the posting of a guarantee,  Recofarma and/or Remil and/or CMR
may submit  their  answer or defense,  provided  they fully  guarantee  the debt
claimed and all of its  additions,  and, by doing so,  prevent the occurrence of
any damage or restriction in relation to the Indemnifiable  Parties,  including:
(i) attachment,  judicial restraint or any other kind of burden to any assets of
the  Indemnifiable  Party;  and/or (ii)  interruption  in the development of the
activities  of the  Indemnifiable  Party;  and/or  (iii)  protest  of  bills  or
inclusion of the Indemnifiable  Party in the debtor's record or in the record of
Federal   Collectible  Debts,   before  any  government   bodies,   and/or  (iv)
impossibility of obtaining certificates of non-existence of tax debts, including
social  security  contributions,  required  to the regular  conduction  of their
respective businesses.  However, if the option for the posting of guarantee does
not meet the legal  gradation  provided for in the Code of Civil Procedure or in
the applicable  legislation  and results,  at any time, in any of the situations
above  mentioned,  or in any other damage or  restriction  to the  Indemnifiable
Parties,  Recofarma and/or Remil and/or CMR shall immediately  deposit, in cash,
the funds required for the full posting of the guarantee required, as a means to
hold RJR  harmless  against  the  situations  previously  mentioned,  as well as
against other damages or restrictions.

8.1.3. It is hereby  expressly agreed that, if Recofarma and/or Remil and/or CMR
choose to submit an answer or defense,  the same may appoint  attorneys of trust
to act on their own behalf and/or on behalf of the  Indemnifiable  Party, as the
case may be, and, in such case,  the  mentioned  attorneys  shall be granted the
powers  required  to  conduct  the  defense,  and shall  receive  all  necessary
information and documentation. The attorneys appointed as mentioned above shall,
whenever  requested,  keep the Indemnifiable  Party informed about the course of
the proceeding and shall provide copies of all procedural documents.

8.1.4.  If  Recofarma  and/or  Remil  and/or CMR fail to act in  relation to the
Notification  mentioned in Clauses  8.1.1 and 8.1.1.1  above,  or if they act in
disagreement  with the established  terms as above indicated,  the Indemnifiable
Party may, at its sole discretion, decide if it shall immediately pay the amount
claimed  or if it shall  submit an answer or  defense,  which  shall not  exempt
Recofarma  and/or Remil and/or CMR from liability  pursuant to the provisions of
Clause 6.

8.1.5. If the Indemnifiable  Party fails to notify as set forth in Clauses 8.1.1
and 8.1.1.1 above, or if it notifies in an untimely  manner,  the  Indemnifiable
Party shall bear the burden  resulting from the lack of notification or untimely
notification,  and shall be liable for the payment of the claimed obligation. In
such  case,  notwithstanding  the  liability  for  the  payment  of the  claimed
obligation, the Indemnifiable Party may act in the corresponding proceeding, for
which purpose Recofarma, Remil or CMR, as the case may be, hereby agree to grant
a power of attorney to the  Indemnifiable  Party,  and to cooperate by supplying
information and documents.

8.1.6.  Also for the purposes of this Clause 8, it shall suffice that RJR or any
of the Indemnifiable  Parties inform, give legal notice or notify Recofarma,  so
that the latter, CMR or Remil consider themselves  informed,  served with notice
or notified, as set forth in Clause 9.6 below.

8.1.7. The obligation to indemnify herein undertaken by Recofarma, CMR and Remil
shall fully subsist, and it shall remain unchanged,  even if Recofarma or any of
its current controllers, or the controllers of CMR and/or Remil do, at any time,
withdraw from any of such companies.

8.1.8.  Notwithstanding  the foregoing,  Recofarma shall be the party ultimately
responsible before RJR, and the guarantor of the compliance with the obligations
of CMR and/or of Remil,  pursuant to Clause  7.1.,  if CMR and/or  Remil fail to
comply with what is set forth herein.

8.2. Likewise, in the conduction of both judicial or administrative proceedings,
as well as labor claims involving debts and/or obligations, the payment of which
is a  responsibility  of RJR, as set forth in Clause 7, the following  procedure
shall be observed:

8.2.1 If  F-2299,  Recofarma,  Remil or CMR  (collectively,  the  "Indemnifiable
Parties" and individually,  the "Indemnifiable  Party") are notified,  assessed,
sued or  summoned,  whether  in or out of court,  as a result of any act or fact
that may generate any damage to such Party, pursuant to the provisions in Clause
7, a notice of such fact shall be given to RJR, through a written  notification,
sent by fax,  within  up to  forty-eight  (48)  hours  from the  receipt  of the
notification,  assessment,  demand  or  summons  (collectively  referred  to  as
"Notification").

8.2.1 (a) Likewise,  Recofarma  shall forward to RJR any and all  communication,
correspondence, legal notice and others, which come to the establishments of the
Governador  Valadares  Business and are  addressed to RJR or to F-2299 and/or to
the  companies  listed in Exhibit 8.2.1 (a),  within no longer than  forty-eight
(48) hours from receipt thereof.

8.2.1.1.  When  the  reply to the  notifications,  assessments,  demands,  legal
notices,  correspondences  or judicial or  extrajudicial  summons,  mentioned in
Clauses  8.2.1 and 8.2.1 (a),  shall  occur  within less than  forty-eight  (48)
hours, including,  but not limited to, summons relating to execution proceedings
and legal  notice or  notification  of  protest of bills,  Recofarma  shall give
notice of such fact to RJR, by fax, immediately after receipt thereof, in such a
way as to make possible the timely reply of RJR.

8.2.2 RJR shall inform the  Indemnifiable  Party, (a) in the situation  provided
for in Clause 8.2.1,  with at least  forty-eight (48) hours of prior notice,  or
within a term  equivalent  to, at least,  1/3 of the  legal  term to submit  the
defense or answer,  whichever is larger, or (b) in the situation provided for in
Clause  8.2.1.1  above,  until half of the term for  manifestation,  if it shall
immediately  pay the amount in question or if it shall  dispute the case, on its
own account and risk, on behalf of F-2299 and/or another Indemnifiable Party, as
the case may be.

In the situations  mentioned in Clauses 8.2.1 and 8.2.1 (a), when the Governador
Valadares  Business  is  involved,  and the  exercise  of the  right of  defense
requires  the  posting of a  guarantee,  RJR may  submit its answer or  defense,
provided it fully guarantees the debt claimed and all of its additions,  and, by
doing so,  prevents the  occurrence of any damage or  restriction in relation to
the Indemnifiable Parties,  including: (i) attachment,  judicial constriction or
any other kind of burden to any assets of the Indemnifiable  Party;  and/or (ii)
interruption  in the development of the activities of the  Indemnifiable  Party;
and/or (iii)  protest of bills or inclusion  of the  Indemnifiable  Party in the
debtor's  record or in the  record of  Federal  Collectible  Debts,  before  any
government  bodies,  and/or (iv)  impossibility  of  obtaining  certificates  of
non-existence of tax debts,  including social security  contributions,  required
for the regular  conduction  of their  respective  businesses.  However,  if the
option for the posting of guarantee does not meet the legal  gradation  provided
for in the Code of Civil Procedure or in the applicable legislation and results,
at any time, in any of the situations  above  mentioned,  or any other damage or
restriction to the  Indemnifiable  Parties,  RJR shall immediately  deposit,  in
cash,  the funds required for the full posting of the guarantee  required,  as a
means to hold  Recofarma,  Remil  and/or CMR  harmless  against  the  situations
previously mentioned, as well as against other damages or restrictions.

8.2.3. It is hereby expressly agreed that, if RJR chooses to submit an answer or
defense,  it may appoint  attorneys of trust to act on its own behalf  and/or on
behalf of the  Indemnifiable  Party,  as the case may be, and, in such case, the
mentioned attorneys shall be granted the powers required to conduct the defense,
and shall receive all necessary  information  and  documentation.  The attorneys
appointed as mentioned above shall,  whenever requested,  keep the Indemnifiable
Party  informed  about the course of the  proceeding and shall provide copies of
all procedural documents.

8.2.4. If RJR fails to act in relation to the Notification  mentioned in Clauses
8.2.1 and 8.2.1.2  above,  or if it acts in  disagreement  with the  established
terms,  above indicated,  the  Indemnifiable  Party may, at its sole discretion,
decide if it shall  immediately  pay the amount claimed or if it shall submit an
answer or defense.  If the  Indemnifiable  Party fails to notify as set forth in
Clauses 8.2.1 and 8.2.1.2 above,  or if it notifies in an untimely  manner,  the
Indemnifiable   Party  shall  bear  the  burden   resulting  from  the  lack  of
notification  or untimely  notification,  and shall be liable for the payment of
the claimed  obligation,  which shall not exempt RJR from liability  pursuant to
the provisions of Clause 7.

8.2.5.  Also for the purposes of this Clause 8, it shall suffice that  Recofarma
or any of the Indemnifiable  Parties inform, give legal notice or notify RJR, so
that the latter considers itself  informed,  served with notice or notified,  as
set forth in Clause 9.6 below.

8.2.6. The obligation to indemnify herein undertaken by RJR shall fully subsist,
and it shall remain unchanged,  even if RJR or any of its current controllers at
any time withdraws from such companies.

8.3. The Parties agree that, upon the conduction of the proceedings mentioned in
this  Clause,  if it  becomes  necessary  to make  decisions  that may  generate
relevant  adverse  effects on the  conduction of the  Businesses of the Parties,
including,  but not  limited  to,  settlements  in (i)  labor  claims  involving
practices  routinely adopted by the Parties,  occupational  medicine and safety,
(ii) civil actions  involving issues in connection with consumer's  rights,  and
(iii) other  proceedings that may, in view of their purpose,  nature or subject,
cause  such  consequences,  the  Party  responsible  for the  conduction  of the
mentioned  proceeding shall previously  inform the other Party about the acts it
intends to  practice  in such  proceedings.  In such  case,  the  Parties  shall
discuss, on a case-by-case basis, the best mutual solution.

CLAUSE 9. MISCELLANEOUS

9.1.  Irrevocable  Nature.  This  Agreement  is executed on an  irrevocable  and
irreversible  basis,  and is legally  binding on the  Parties,  their  heirs and
successors  in any way.  Neither  Party may assign nor  transfer  its rights and
obligations  arising from this Agreement  without the prior and express  written
consent of all other Parties hereto.

9.2.  Amendment.  This Agreement shall not be amended nor modified in any of its
Clauses without the mutual agreement, in writing, of all Parties.

9.3.  Expenses.  Each Party shall be  responsible  for the expenses it incurs in
relation to the  negotiation,  preparation  and closure of the operation that is
the subject-matter of this Agreement, including any and all expenses in relation
to the corporate restructuring required for the transfer of the assets to Zohhal
and F-2299,  respectively,  commissions  of any nature,  and  professional  fees
(brokerage,  procurement,  assistance,  audit,  fees of counsel and any others).
Each  Party of this  Agreement  agrees to  indemnify  and hold the  other  Party
harmless in relation to  liabilities  before any other person,  firm or company,
concerning finder's fees, commissions, procurement fees or other similar fees in
connection  with  this  operation,   for  which  the  Party,  its  employees  or
representatives are responsible.

9.3.1. The Party that possibly incurs the expenses mentioned in Clauses 2.5.1.3,
2.5.2.3,   2.7.1.1,  2.7.2.1,  2.7.2.2,  2.9.3  and  2.9.4  ("Creditor")  shall,
previously,  (i)  submit to the other  Party  ("Debtor"),  three (3)  quotations
prepared by specialized companies; (ii) within up to five (5) days after receipt
of the three (3)  proposals,  Debtor  shall  inform  Creditor  about the company
selected to take the recommended action(s), among the three proposals submitted;
(iii) in this case, all reimbursements shall mandatorily occur within up to five
(5) days after the effective  documentary  confirmation  of the payments made to
the selected company,  for the  implementation of the required  procedures.  The
reimbursement  discussed  in this Clause  does not exempt the  Parties  from the
obligations to indemnify, as set forth in Clauses 6 and 7 of this Agreement.

9.4. Waiver.  The waiver, by any of the Parties,  in relation to any requirement
or right arising out of this  Agreement  shall only be effective if submitted in
writing and signed. No forbearance or delay, by any of the Parties,  in relation
to the  enforcement  of the  obligations  set forth  herein  shall  constitute a
novation,  nor shall it impair nor restrict the rights of such Party,  or exempt
the other Party from fully  complying  with its  obligations,  as  provided  for
herein.

9.5.  Confidentiality.  The terms of this Agreement and the information supplied
or obtained by the Parties,  their  administrators,  employees,  technicians and
consultants, in relation to the purpose of this Agreement or as a result hereof,
shall be treated in  confidentiality,  and shall not be  disclosed by any of the
Parties, in any way, unless such information must be disclosed by reason of law,
judicial decision, requirements from Government Bodies or regulations applicable
to any of the Parties.

9.6.  Notification.  Any notification or communication required or allowed under
this  Agreement  shall be made in writing,  and shall be deemed as delivered and
made if sent by fax, courier or by mail, with proof of delivery (local acronym -
"AR"),  to the address  indicated  in writing,  by the Party to which it must be
sent,  and shall be deemed as  effected  on the date it is  received.  Except in
relation to all matters  related to the conduction of  proceedings  mentioned in
Clause 8.1,  which shall be notified to Remil,  for the purposes of this Clause,
Recofarma,  Remil  and CMR  shall  be  considered  as a  single  Party,  and the
notification  and/or  communication  made solely to  Recofarma,  as  established
herein,  shall represent the notification of and/or  communication to Recofarma,
Remil and CMR.  Unless the Parties have received  communication  otherwise,  the
mentioned  communications  and  notifications  shall  be sent  to the  following
addresses:

To RIO DE JANEIRO REFRESCOS LTDA.:
Rua Andre Rocha No. 2299
Jacarepagua, City and State of Rio de Janeiro
Attn: Fernando Jorge Fragata de Morais Costa
Phone: (21) 2429.1802
Fax: (21) 2429.1696

To RECOFARMA INDUSTRIA DO AMAZONAS LTDA.
COMPANHIA MINEIRA DE REFRESCOS S.A.
REFRIGERANTES MINAS GERAIS LTDA.
C/O: RECOFARMA INDUSTRIA DO AMAZONAS LTDA.
Praia de Botafogo No. 374, 6th floor
City and State of Rio de Janeiro
Attn: Rita de Oliveira
Phone: (21) 2559.1509
Fax: (21) 2559.1535

FOR THE PURPOSES OF CLAUSE 8.1
REFRIGERANTES MINAS GERAIS LTDA.
Br 262, Anel Rodoviario, Km 2, No. 2233
Engenheiro Nogueira, City of Belo Horizonte, State of Minas Gerais
Attn. Antonio Manuel Pontes Correia Neves
Phone: (31) 3469.7795
Fax: (31) 3469.7718

9.7.  Additional  Documents.  Each of the  Parties  hereby  agrees,  on a mutual
cooperation  basis, to execute such additional  documents and instruments and to
practice any other act as may be deemed  necessary to accomplish  the purpose of
this Agreement and to comply with its provisions.

9.8.  Administrative  Council for Economic Defense (local acronym - "CADE"). The
Parties  have agreed and hereby  ratify  their  understandings,  in the sense of
fully  cooperating  with the  preparation  and submittal of a joint request,  as
required  by the  legislation  in effect,  and to exert  their  respective  best
efforts  to  obtain  the  approval  of  the  CADE,  regarding  the  transactions
contemplated in this Agreement.

9.8.1.  Recofarma  and RJR  shall be  responsible,  in the  proportion  of fifty
percent (50%) each, for the procedural  expenses incurred with the submittal and
conduction of the proceeding  before the CADE, the Office of Economic Law of the
Ministry  of  Justice  ("SDE")  and the  Office of  Economic  Monitoring  of the
Ministry of Finance  ("SEAE"),  Recofarma  being  responsible  for the  expenses
related to fees of counsel  and/or  consultants,  as such  professionals  may be
required to conduct the proceeding before the CADE and the SEAE.

9.8.2. After having exhausted all existing legal and administrative  appeals and
possibilities,  if any of the Parties is compelled,  by the CADE, to (i) dispose
of part or the whole of the assets  acquired  and/or the rights  included in the
Business of the other Party;  or (ii) comply with  conditions  that would have a
material adverse effect on the transaction now agreed or on the operation of the
Business of the other Party  ("Final  Decision"),  the Parties  shall return the
Business, in whole or in part, to one another, as the case may be. The returning
of the Business discussed in this Clause shall be made in such a way as to cause
minimum losses to the Businesses and the Parties.

9.8.3. Additionally, Recofarma shall return to RJR, in whole or in part, in view
of what is decided in the Final  Decision,  the amount  mentioned in Clause 1.1.
(c),  according  to the average  PTAX800  rate for  purchase  and sale of the US
dollar,  in effect on the day  immediately  preceding  the date of return of the
Businesses.

9.8.4.  The date of  completion of such  restitution  by the Parties shall occur
within a reasonable time period;  however,  in any case, within the minimum term
established by the CADE in its Final Decision.

9.9.  Applicable Law and  Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the law of the Federative  Republic of Brazil.  The
Parties shall try to reach a friendly settlement  regarding their discrepancies,
in relation to this  instrument,  within the spirit of good-faith  that inspires
it.  If a  friendly  solution  of the  discrepancies  that  may  arise  from the
construal  or  application  of  the  provisions  hereof  is not  possible,  such
controversies  and  doubts  shall be  submitted  to the  courts of the  Judicial
District of Rio de Janeiro,  State of Rio de  Janeiro,  disregarding  any other,
irrespective of how privileged it may be.

9.10.  Headers and Exhibits.  The headers of the clauses used in this  Agreement
are inserted for reference purposes only, and no effect or regard shall be given
to them in the construal  hereof.  The Exhibits of this  Agreement,  after being
initialed  by  the  Parties,  shall  become  an  integral  part  hereof.  If any
discrepancy  is verified  between this  Agreement and its Exhibits,  the Parties
agree that this Agreement shall prevail.

9.11.  Previous  Documents.  This  Agreement  cancels and  supersedes  any other
previous understandings  maintained among the Parties,  whether oral or written,
in connection with the matter discussed herein,  including,  but not limited to,
the Letter of Intent of April 30, 2004.

9.12. Validity of the Agreement.  Should one or more provisions hereof be deemed
invalid,  illegal or  unenforceable  in any aspect,  the validity,  legality and
enforceability  of the remaining  provisions  contained in this Agreement  shall
not,  in any way, be  affected  or  impaired  by such fact.  The  Parties  shall
negotiate,  in  good-faith,  the  substitution  of any such invalid,  illegal or
unenforceable  provision  for another one, the effect of which shall be as close
as possible to the  operational  and economic  effects  sought by the  provision
deemed to be invalid, illegal or unenforceable.

9.13.  Losses and Damages.  Each of the Parties  hereby  agrees to indemnify the
other Party for any losses and  damages  (including  loss of profits)  caused to
such Party by reason of the breach of any obligation undertaken hereby.

9.14.  Consequences  of the  Termination  of this  Agreement.  In the  event  of
termination of this Agreement, for any reason, the commitments undertaken by the
Parties,  provided  that  they  are not  incompatible  with the  effects  of the
termination hereof, shall survive the mentioned termination.  The Parties hereby
acknowledge  that the termination of this Agreement,  for any reason,  shall not
affect the rights  and/or  responsibilities  of the Parties,  in relation to the
operations  already  concluded  under the terms set forth  herein,  nor shall it
affect any debt then owed by any of the Parties to the other.

9.15. Specific Performance.

9.15.1.  The Parties hereby  acknowledge  and declare that the mere payment of a
fine and/or  losses and damages  shall not  necessarily  constitute  appropriate
compensation  for the  non-compliance  with any  obligation  undertaken  in this
Agreement.

9.15.2. If a Party fails to issue a declaration of will, in the sense that it is
bound by the terms hereof, the other Party may request a judicial decision that,
after becoming res judicata, shall produce all of the effects of the declaration
of will not issued.  For all  purposes of this Clause,  the Parties  acknowledge
that this Agreement constitutes an extrajudicial  execution instrument,  for all
purposes  and  effects  of  articles  461 et al of the  Brazilian  Code of Civil
Procedure.

IN WITNESS WHEREOF, the Parties have caused this instrument to be duly executed,
on the date  first  above  written,  in four (4)  counterparts  having  the same
contents and form, before the undersigned witnesses.

                         Rio de Janeiro, August 10, 2004
                      RECOFARMA INDUSTRIA DO AMAZONAS LTDA.
                                      (sgd)
                               Renato Penna Saboya
                                Attorney-in-fact

                       COMPANHIA MINEIRA DE REFRESCOS S.A.
                                      (sgd)
                               Renato Penna Saboya
                                Attorney-in-fact

                        REFRIGERANTES MINAS GERAIS LTDA.
                                      (sgd)
                            Fernando Luiz Gomes Filho
                        Administrative Financial Officer
                                      (sgd)
                               Rames Bichara Filho
                                Logistics Officer

                         RIO DE JANEIRO REFRESCOS LTDA.
                                      (sgd)
                             Carlos Armbrust Lohmann
                                 General Officer
                                      (sgd)
                     Fernando Jorge Fragata de Morais Costa
                                     Officer

                      ANDINA BOTTLING INVESTMENTS DOS S.A.
                                      (sgd)
                                Moshe B. Sendacz
                                Attorney-in-fact

Witnesses:
1. (sgd)
Name: Welder Santos
Identification: Regional Accounting Council of Minas Gerais (CRC 51.003 MG)

2. (sgd)
Name: Fernando S. B. Ferrari Jr.
Identification: Brazilian Bar Association, Rio de Janeiro Chapter (OAB/RJ)
No. 68.755

All pages are initialed.













rcr/textos3/gpcon173.doc