OPTION AND CUSTODY AGREEMENT

EXHIBIT 99.5
[ENGLISH TRANSLATION]


STOCK PURCHASE OPTION AGREEMENT

INVERSIONES FREIRE LIMITADA

AND

INVERSIONES FREIRE DOS LIMITADA

TO

COCA-COLA INTERAMERICAN CORPORATION

COCA-COLA DE ARGENTINA S.A.

THE COCA-COLA COMPANY


AND

CUSTODY AGREEMENT

INVERSIONES FREIRE LIMITADA

AND

INVERSIONES FREIRE DOS LIMITADA

TO

CITIBANK N.A.


On the 5th day of September of 1996, appear: Mr. Jose Said
Saffie and Mr. Jose Antonio Garces Silva representing, as shall
be evidenced, Inversiones Freire Limitada ("Freire") and
Inversiones Freire Dos Limitada ("Freire Dos"), both also
called for the purposes of this contract the "Grantors" or the
"Owners", all of them domiciled to this effect at Huerfanos
863, 6th floor, Santiago, Chile; Mr. Weldon Johnson
representing, as shall be evidenced, Coca-Cola Interamerican
Corporation and The Coca-Cola Company, and Mr. Fernando Marin
Diaz, representing as shall be evidenced, Coca-Cola de
Argentina S.A. also referred to for the purpose of this
contract as the "Beneficiaries", all domiciled for these
purposes at One Coca-Cola Plaza, N.W., Atlanta, Georgia; and
Mr. Diego Peralta Valenzuela representing Citibank N.A. also
referred to for the purposes of this contract as the
"Custodian", domiciled for these purposes at Avenida Andres
Bello 2687, 7th floor, Santiago, Chile; and Mr. Jose Said
Saffie and Mr. Jose Antonio Garces Silva representing
Embotelladora Andina S.A., also referred to for the purposes of
this contract as "Andina" or the "issuing company" domiciled
for these purposes at Avenida Andres Bello No. 2687, 20th
floor, Santiago, Chile; the appearing parties of adult age, who
agree on the following stock purchase option agreement
(hereinafter also the "Agreement" or "Option Agreement"):

FIRST:
Freire owns as of the date hereof a total of 185,701,969 shares
of Embotelladora Andina S.A., as evidenced on the titles No.
2512, 2514, 2515, 2615, 2639, 3171, 3651, 4564, 4938, 4939,
5488, 10163, 26178 and 26179 registered to its name on the
Embotelladora Andina S.A. Shareholders Registry. On the other
hand, Freire Dos owns as of the date hereof a total of
14,300,000 shares of Embotelladora Andina S.A. as evidenced on
the title No. 26180, registered to its name on the
Embotelladora Andina S.A. Shareholders Registry.

SECOND:
Freire and Freire Dos have, on this date, entered into a
contract entitled "Shareholders Agreement", to which, among
others, The Coca-Cola Company, Coca-Cola Interamerican
Corporation and Coca-Cola de Argentina S.A. are also parties.
In accordance with the transactions which must be performed
pursuant to said contract and other agreements executed of even
date herewith, the shares owned by Freire described in the
preceding first clause will be exchanged into 185,701,969
Series A shares of Embotelladora Andina S.A. and into
185,701,969 Series B shares of Embotelladora Andina S.A., as
will be provided by the Estatutos Sociales of Andina after the
adoption of the amendments that will be proposed to the next
General Extraordinary Shareholders Meeting of Andina (the
"Amendments"). On the other hand, the shares owned by Freire
Dos described in the preceding first clause shall be exchanged
into 14,300,000 Series A shares of Embotelladora Andina S.A.
and into 14,300,000 Series B shares of Embotelladora Andina
S.A. (collectively, the "Reclassification").


For purposes of this Agreement, the term "Shares" means any
shares of capital stock of Andina, any securities or other
options or rights convertible into or exchangeable for any
shares of capital stock of Andina, or any American Depository
Shares or other instruments representing shares of capital
stock of Andina, whether or not issued or outstanding on the
date hereof; provided that the term "Shares" shall not include
any Series B shares or any American Depository Shares or other
instruments representing Series B shares so long as Series B
shares do not have voting power greater than the voting power
provided to the Series B shares in the Amendments. For
purposes of this Agreement, Shares of Andina held by the
Grantors are in some cases also referred to herein as the
"Option Shares."

THIRD:
Mr. Jose Said Saffie and Mr. Jose Antonio Garces Silva hereby
and through this contract, representing Freire and Freire Dos,
grant in a definitive and irrevocable manner a stock purchase
option (the "Option") in favor of The Coca-Cola Company,
Coca-Cola Interamerican Corporation and Coca-Cola de Argentina
S.A., through which at the option of any one of the Beneficiaries
(or two of them or all of them together) and according to the
terms and conditions stated later herein, the Grantors shall be
obligated to sell all (and not less than all) of the Shares of
Embotelladora Andina S.A. which Freire and Freire Dos currently
own, together with all (and not less than all) of the Shares of
Embotelladora Andina S.A. which after this date Freire and
Freire Dos may purchase in any manner, whether they are
purchased from Embotelladora Andina S.A. or purchased from
third parties.

Notwithstanding that all of their Shares are subject to the
Option, the Grantors may dispose of and transfer a part of
their Shares, as long as the Shares owned by the Grantors
represent in excess of each and every one of the following:
(i) 200,000,000 Shares owned by the Grantors, (ii) 50.1% of the
Shares of Andina with full voting rights and 50.1% of the total
voting power of all the Shares of Andina, and (iii) 25% of the
total of the shares issued by Andina. In any event, the right
set forth in the preceding sentence will only exist as long as
the share structure of Series A and B provided in the
Amendments remains in place without any changes, and the
Grantors are in full compliance with the provisions of the
Shareholders Agreement (including the provisions of Article 4
of such document). As a result, the Shares that may be
transferred pursuant to this paragraph will not be subject to
the prohibition of clause Ninth nor the custody of clause
Eleventh of this document, as long as the Grantors comply with
all the conditions already mentioned in this paragraph, and
such Shares will always be subject to the Option.

- 2 -

FOURTH:
It is expressly left on record that in the case of
Embotelladora Andina S.A. splitting up, the Option extends in
addition to all the shares of the new company or companies to
be organized by virtue of the split-up and which correspond to
the Shares of Andina owned by the Grantors. Likewise, it is
expressly left on record that in the event of a merger of
Embotelladora Andina S.A., the Option extends to the shares of
the surviving company or of the new one to be organized and
which replace the shares of Embotelladora Andina S.A. which
correspond to the Shares owed by the Grantors. Freire and
Freire Dos shall not vote their Shares of Andina in any
shareholders meeting of Andina dealing with the amendment of
the Estatutos Sociales of Andina or any reorganization,
transfer of assets, reclassification, subdivision, combination
or consolidation of securities of Andina, merger, dissolution,
issuance or sale of securities or any other voluntary action,
if any of the foregoing events has as an effect avoiding or
seeking to avoid the observance or performance of any of the
terms of this Agreement. At all times Freire and Freire Dos
will in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of The Coca-Cola
Company, Coca-Cola Interamerican Corporation and Coca-Cola de
Argentina S.A. under this document against dilution or
impairment.

FIFTH:
The Option may be exercised from this date and at any time
during the period that ends on December 31, 2130, as long as
one or more of the following events occurs (hereinafter
"Exercise Conditions"): (i) any change in the direct or
indirect ownership of the shares or other ownership interests
of any of the Grantors, that is, Freire and Freire Dos, such
that the "Group of Controllers of the Grantors" (as defined
hereinafter) owns collectively less than 75% of the shares or
other ownership interests of any of the Grantors or less than
75% of the shares with full voting rights or of the total
voting power of any of the Grantors; (ii) any change in the
Shares issued by Andina or in the ownership of Andina Shares
(whether as a result of transfers, sales, reorganization,
merger, subdivision of shares or otherwise) with the result
that the Grantors own less than 50.1% of the Shares of Andina
with full voting rights or of the total voting power (unless
authorized in writing for the purposes of this Agreement by The
Coca-Cola Company or unless there is a sale of Shares or the
assignment of preferred options to subscribe Shares to the
Beneficiaries or their Authorized Successors that has as a
direct result the reduction of voting Shares owned by Freire
and Freire Dos, but in this event the obligation to maintain a
certain level of ownership of Shares will continue in respect
of the new percentage of the shares that are owned by the
Grantors after the authorized transaction) or less than 25% of
the total of shares issued by Andina; (iii) the transfer of all
or substantially all of the assets of Andina; or (iv) the
occurrence of any event that enables The Coca-Cola Company
to terminate in advance one or more of the bottling
agreements of Andina (including those in which one or more
of its affiliates are parties) that represent at least 30%

- 3 -

of the total unit case volume of "Coca-Cola" products of Andina
(including its affiliates) during the twelve preceding months,
because of a breach by Andina or its affiliates or a change of
control pursuant to the bottling agreements, without regard to
whether The Coca-Cola Company decides to exercise its right to
terminate one or more of such bottling agreements.

Once any of the Exercise Conditions occurs the Grantors will
send the Beneficiaries a written notice and the Beneficiaries
shall decide if they wish to initiate the "Option Exercise
Process" within 180 consecutive days from the date of receipt
of the notice given by the Grantors. The absence of such
notice will not constitute a breach by the Grantors, but
instead the purpose of such notice is to establish the starting
point for such 180 day period. The absence of such notice will
not prevent the Beneficiaries from initiating the Option
Exercise Process if they become aware of an event giving rise
to an Exercise Condition through other means. If one or more
Exercise Conditions occurs on one or more occasions, and the
Beneficiaries have decided not to exercise the Option with
respect to such Exercise Conditions, the failure to so exercise
shall not prevent the Beneficiaries from initiating the Option
Exercise Process with respect to a subsequent Exercise
Condition.

For purposes of this Agreement, the term "Controllers of the
Grantors" means the persons mentioned in Appendix A to this
contract, and that as of this date appear as "Beneficial
Owners" in the Schedule 13G filed with the U.S. Securities and
Exchange Commission (SEC) in accordance with the securities
regulations of such country. Such Appendix is understood to
form a part of this contract for all legal purposes.

"Group of Controllers of the Grantors" shall mean: (a) any of
the Controllers of the Grantors; (b) any of the spouses of the
Controllers of the Grantors; (c) any of the lineal descendants
of any of the Controllers of the Grantors; (d) any person who,
in circumstances where the transferor at the time of his death
did not have a spouse or any lineal descendants, receives
shares or ownership rights of the Grantors, as successors by
intestacy of any of the persons referred to in (a) and (c) or a
person that previously has received shares of the Grantors by
intestacy in the manner described in this clause (d); (e) any
of the Wholly owned Subsidiaries of one or more of any of the
persons previously indicated, and (f) any trust formed for the
benefit of any of the persons indicated in the preceding (a),
(b), (c) and (d), if one or more of such persons has total
control over the voting rights and investment decisions for the
funds of said trust.


- 4 -

"Wholly owned Subsidiary" of a person shall mean an entity
whose rights, interests and shares or other participation in
the capital (with the exception of any minority holding of not
more than 1%, should this minority holding be necessary
according to the law applicable to the relevant entity) are
under the complete ownership, directly or indirectly, of said
person.

The period to exercise the Option provided for in this
Agreement is considered by the parties to be the best suited in
view of the reasons which cause them to undertake this Option
contract, bearing in mind that it is agreed in accordance with
the agreements reached by the parties in the mentioned
"Shareholders Agreement", whose effect is not limited in
duration; that Andina as a corporation has an unlimited
duration; and considering, among other things, that the
scheduled duration of the future Series A and B shares of
Andina ends on December 31, 2130.

The Controllers of the Grantors shall include in the by-laws of
each of the Grantors (that, is, Freire and Freire Dos) a
provision regarding the existence of this Agreement and the
Option contained herein.

SIXTH:
The exercise price of the Option will be determined in
accordance with the following procedure ("Exercise Option
Procedure"):

(a) The price shall be determined by mutual agreement of the
parties and in the case of disagreement, the price shall be the
Valuation Price of said shares in accordance with the
proceeding referred to under the following paragraph (b).

(b) For the purposes of this sixth clause, the "Valuation
Price" of the Shares of Andina owned by the Grantors will be
the sum in US dollars that the Grantors would receive for the
sale of their Shares of Andina in a transaction under market
conditions between a willing seller and a willing buyer, as of
the date of the notification of the determination of the
Valuation Price. The Valuation Price shall first be mutually
agreed between the parties, or, if the parties are unable to
reach an agreement within 30 consecutive days, may be
determined by the same parties considering the determinations
made by two internationally recognized investment banking firms
selected one by each party. Each of the parties shall select
an internationally recognized investment banking firm with
experience in the valuation of soft drinks businesses. Each of
the investment banking institutions selected in this manner
shall prepare an appraisal setting forth their determination of
the Valuation Price. The cost of the investment banking
institutions shall be at the expense of the Grantors and the
Beneficiaries in equal parts. The Grantors shall cooperate
fully both in the selection of an investment banking
institution and in the determination of the Valuation
Price. If any of the parties does not

- 5 -


cooperate in the manner described in this document, after ten
consecutive days following the receipt of the notification of
lack of cooperation by any party, the diligent party will cooperate
in good faith with the investment bank(s) already engaged
according to the terms of this provision, or, if a bank that
should have been selected by one of the parties has not yet
been chosen, the diligent party shall have the right to choose
an investment banking firm. The investment banking firms that
are finally engaged shall be instructed to deliver to the
parties, in writing, their valuations within 60 consecutive
days from the date of their engagement. The Grantors as
majority shareholders of Andina, will take all steps necessary
to obtain the cooperation of Andina with the investment banks,
and, in general, with the aforementioned valuation process. If
the parties do not agree on price within 10 consecutive days
from the expiration of the 60 consecutive day term, the
investment banks at the request of any of the parties will
designate a third investment bank that has the same requisites
of reputation and experience and they will ask on behalf of the
parties that within 45 consecutive days it make a determination
of the Valuation Price. The investment bank will deliver to
the parties a written report with respect to its determination
of the Valuation Price. The costs and the cooperation required
in connection with the analysis of the third investment bank
will be governed by the terms already mentioned in this
paragraph. In the analysis of the three investment banks, they
shall always consider the bottling agreements of Andina with
the franchises granted in such contracts as in effect (even
though one or more of the bottling agreements were terminated
in the circumstances mentioned in clause fifth, (iv) of this
document). The Valuation Price mutually agreed by the parties,
or established by the written opinion of the third investment
bank, is hereinafter referred to as the "Valuation Opinion".

(c) The Grantors may, within the first ten days following the
notification of the determination of the Valuation Price by the
third investment bank, notify each of the Beneficiaries that
they have terminated the event giving rise to the Exercise
Condition and that they have reversed all of its effects and
consequences, returning all things to the prior state existing
before the occurrence provided that this paragraph (c) shall
not apply if the Exercise Condition is an event of clause fifth
which results in the termination of the bottling agreements
already mentioned in this clause, because the termination of
such agreements may not be reversed by the Grantors. If such
termination and reversal takes place, the Beneficiaries will
terminate the Option Exercise Process (with all costs of the
investment banks to be paid by the Grantors). If the Grantors
cannot comply with the 10 day period mentioned in this
paragraph, but intend to terminate and reverse the effects of
the event giving rise to the Exercise Condition, they shall
notify the Beneficiaries in writing of their decision and, in
an extraordinary manner they shall effect the termination (with
all the effects already mentioned) within the term that ends
upon the last of the following events: (i) 50 consecutive days
after the notice of the determination of the Valuation Price
from the third investment bank; or (ii) 10 days after the
written notice from the Beneficiaries regarding their
decision to exercise the Option. If the Option Exercise

- 6 -

Process is not interrupted in such manner within a term of 120
consecutive days from the date of the notice of the determination
of the Valuation Price by the third investment bank, the Beneficiaries
may exercise the Option. If the Beneficiaries do not exercise
the Option within such 120 day term their right to exercise the
Option in connection with such particular Option Exercise
Process will terminate.

The formalities for the exercise of the Option are set forth in
the next clause.

SEVENTH:
The Option Shares may be acquired by any of The Coca-Cola
Company, Coca-Cola Interamerican Corporation or Coca-Cola de
Argentina S.A., or by any two or by all of them together, or by
any wholly owned subsidiary of any of the Beneficiaries
(hereinafter "Authorized Successors") in proportions which any
of them may freely indicate.

For the purposes of the exercise of the Option, any of the
Beneficiaries or their Authorized Successors, or any two or all
of them together, must send the representative of the Grantors
a written statement in which they express their decision to
exercise the Option, by a representative with sufficient
powers, to the Grantors' domicile indicated in the introductory
part of this contract. Said statement shall be accompanied by
the contract in which the stock sale shall be evidenced, which
must be signed by the Grantors' respective legal representative
and sent within 5 days from the date in which it was received
by the respective representative of the Grantors to the person
representing the Beneficiaries or Authorized Successors who
sent such written statement to the Grantor.

Together with the return of the contract evidencing the stock
sale, (i) the Grantors shall deliver to the respective
Beneficiaries the documents or contracts required by the
Beneficiaries' attorney in order to effect the purchase of the
Option Shares, including the Share certificates if they are
held by them and the certificates of the Shares that are in
custody shall be delivered to the Beneficiaries by the
Custodian referred to in the eleventh clause of this document
and in accordance with the terms stipulated therein, and (ii)
the respective Beneficiaries shall pay the purchase price in
cash. Furthermore, the Grantors shall deliver to the
respective Beneficiary or, if applicable, to each of the
respective Beneficiaries, a written and signed declaration, in
form and substance reasonably satisfactory to the
Beneficiaries' attorney, which establishes that the Grantors
are the owners of the Option Shares and in accordance with the
conditions indicated in the tenth clause of this contract, and
that the delivery of said Option Shares shall confer to the
Beneficiary or respective Beneficiaries all the right, title
and interest in such Andina Shares.

- 7 -

EIGHTH:
The Option shall terminate without liability on the part of any
of the parties if any of the following events occurs: a) if the
Beneficiaries or their Authorized Successors sell Shares of
Andina to third parties other than their affiliates and as a
direct result of such sale the Beneficiaries own less than
23,500,000 ordinary Shares before the Reclassification or
23,500,000 Series A Shares (or of Shares successor to them or
ordinary Shares, if the Series A Shares cease to exist); b) if
the Beneficiaries as a consequence of increases of capital of
Andina own less than 4% of the ordinary Shares before the
Reclassification or 23,500,000 Series A Shares (or of Shares
successor to them or ordinary Shares, if the Series A Shares
cease to exist); c) if the bottling agreements of Andina as
described in clause fifth, paragraph (iv) are terminated by
Andina as a direct result of a breach of the same agreement on
the part of The Coca-Cola Company or The Coca-Cola Company
fails to negotiate in good faith the renewal of such bottling
agreements; d) if the Shareholders' Agreement mentioned in
clause second of this document does not become effective; or e)
if the bottling agreements as described in clause fifth,
paragraph (iv) of this Agreement are terminated in a definitive
manner by The Coca-Cola Company, unless the Option Exercise
Process has been initiated within a term of one year from the
date of termination of such bottling agreements. In this last
event, this Agreement will be maintained legally effective and
in full force until one or more of the Beneficiaries exercise
the Option and acquire ownership of the Shares or the
120 consecutive day term mentioned in clause sixth, paragraph
(c) of this document elapses without the Beneficiaries'
communicating in writing their decision to exercise the Option.

NINTH:
Freire and Freire Dos hereby undertake in an irrevocable and
unconditional manner, as long as this document is in effect,
not to encumber and/or transfer in any manner the Shares of
Embotelladora Andina S.A. owned currently or in the future
except in the circumstances expressly provided by this
Agreement. This prohibition is granted in favor of The
Coca-Cola Company, Coca-Cola Interamerican Corporation and
Coca-Cola de Argentina S.A., for whom their representatives
already mentioned accept. This prohibition will be annotated
in the Shareholders Registry of Andina. Andina shall certify
this circumstance to the Custodian, as well as the eventual
total or partial termination of the prohibition.

It is expressly recognized that Freire and Freire Dos may
transfer Shares of Andina to their Wholly owned Subsidiaries
(the "Permitted Transferees"), provided that: (i) all the
Shares transferred to a Permitted Transferee will continue to
be subject to the provisions of this Agreement; and (ii) such
Permitted Transferee agrees in writing to comply with the
provisions of this Agreement. If a Permitted Transferee ceases
to be a Wholly owned Subsidiary of one of the Grantors, then
such Permitted Transferee must transfer all the Shares it owns
at that time to the Grantors or to another Permitted Transferee
of the Grantors.

- 8 -

TENTH:
The Shares subject to the Option will be sold, assigned and
transferred free and clear from any lien, actual rights other
than those of ownership, interdiction, attachment, suit,
resolutory conditions and shareholders agreements, and shall be
fully paid to the issuing company or respective assignees,
being the sellers jointly and severally liable for its
regularization pursuant to law. All of the above said
notwithstanding those liens, interdictions or restrictions
authorized by The Coca-Cola Company or placed in favor of The
Coca-Cola Company, Coca-Cola Interamerican Corporation and/or
Coca-Cola de Argentina S.A. or of their parent companies,
direct or indirect, or their Authorized Successors,
particularly, notwithstanding the restrictions on the transfer
of the shares set forth in the "Shareholders Agreement."

ELEVENTH:
Likewise, hereby and through this contract, Mr. Jose Said
Saffie and Mr. Jose Antonio Garces Silva, representing
Inversiones Freire Limitada and Inversiones Freire Dos
Limitada, also referred to as the Owners, and Mr. Diego Peralta
Valenzuela, representing Citibank N.A., also referred to as the
Custodian, hereby and through this contract enter into a
custody contract with respect to the Shares which are the
subject of the Option hereby conferred, and to all those Shares
comprised by said Option as provided in preceding clauses, to
be complied with in the Republic of Chile. For these purposes,
the Owners by this act deliver in custody the certificates that
make up the Shares which they own according to the first clause
of this Agreement, which are received by Citibank as a
Custodian, thus remaining in its keeping.

The Custodian will not be responsible for any loss or damage
resulting from circumstances or causes beyond its control,
including without limitation, nationalization, expropriation,
acts of war, terrorism, insurrection, revolution, civil unrest,
public gatherings or strikes by personnel that do not belong to
the Custodian or force majeure.

This Custody contract shall be subject to the following terms:

(a) In the event of an exchange, change or replacement of all
or some of the Share certificates received in custody for any
reason, the Custodian shall be broadly empowered, under
irrevocable power, to withdraw, on behalf of the Owners,
without the previous instructions of one or more of the Owners
or the Beneficiaries Shares, the new stock certificates to be
issued to that effect, all of which shall become subject to
this custody contract. However, once the exchange of Andina
ordinary Shares for Series A and B shares is effected, the
Custodian will immediately exercise on behalf of the Owners
such exchange and the Owners will be authorized to withdraw
from the custody the Series B share certificates, and the
Custodian will retain the custody over the rest of the Shares
of Andina of the Owners.


- 9 -

(b) In case of the subscription of new Shares of Embotelladora
Andina S.A. by the Owners, the Custodian shall be broadly
empowered, under irrevocable mandate, to withdraw on behalf of
the Owners, with the previous instruction of one or more of the
Owners or of the Beneficiaries, the certificates of the
subscribed Shares, all of which shall become subject to this
custody contract. In case of Embotelladora Andina S.A.'s split-
up, the Custodian is broadly empowered, under irrevocable
power, to withdraw on behalf of the Owners, with the previous
instructions of one or more of the Owners or of the
Beneficiaries, the Share certificates of the new company or
companies to be organized and which correspond to the Shares of
Andina owned by the Owners, all of which shall become subject
to this custody contract. Likewise, in case of a merger of
Embotelladora Andina S.A., the Custodian shall be broadly
empowered, under irrevocable mandate, to withdraw on behalf of
the Owners, without previous instructions of one or more of the
Owners or of the Beneficiaries, the Share certificates of the
surviving company or of the new company to be organized and
which replace Shares of Embotelladora Andina S.A. that
corresponded to them, all of which shall become subject to this
custody contract.

(c) This custody contract shall extend, likewise, to Shares of
Embotelladora Andina S.A. that the Owners purchase from third
parties other than Embotelladora Andina S.A., in which case the
Owners shall immediately submit the appropriate certificates to
the Custodian.

(d) The Custodian shall be obligated to receive and keep the
titles subject to this custody and to indefinitely keep them
under its custody and may neither submit them to third parties
nor return them to the Owners, unless the latter submit a
public written statement issued by a representative with
sufficient powers of one or more of the Beneficiaries.
Notwithstanding, the Custodian commits himself to submit each
and every one of the certificates in custody to The Coca-Cola
Company, Coca-Cola Interamerican Corporation and Coca-Cola de
Argentina S.A. at the request of any one of them for it, who,
to that effect, shall simply submit a written statement in
which any one of them affirms that an Exercise Condition has
occurred, that an Exercise Option Process was initiated, that a
Valuation Price was determined (indicating its amount) and that
it has decided to irrevocably exercise the Option provided by
this contract.

The Custodian will immediately notify the Grantors that it has
delivered the Share certificates of Andina to the
Beneficiaries.


- 10 -

(e) The Custodian is committed to periodically inform (each
quarter) The Coca-Cola Company, Coca-Cola Interamerican
Corporation and Coca-Cola de Argentina S.A. in respect of those
Share certificates of the Owners which pursuant to this
contract are under its custody, as well as to inform them
without delay of each communication received from the Owners in
accordance with this clause. The granting of this custody
agreement shall not result in a limitation upon the Owners in
respect of their rights as holders of the Shares subject to
this Agreement other than the rights to encumber and dispose of
the indicated Shares. In other words, the Owners, freely,
without intervention of the Custodian or authorization of the
Beneficiaries, shall be able to charge and receive dividends,
vote at shareholders meetings according to this document,
subscribe increases of capital and assign subscription options
with respect to capital increases.

(f) The Custodian will deliver the Option Shares to the
Grantors in the event that this Agreement terminates pursuant
to clause eight of this document and as long as a letter is
presented to it confirming such circumstance signed by a legal
representative of the Beneficiaries.

(g) In compliance with the obligations of the Custodian
pursuant to this Agreement, the Custodian only may act and is
hereby authorized to rely on and take action pursuant to the
Instructions, which means instructions of any Authorized Person
(as hereinafter defined), received by the Custodian in the
manner mentioned for each case, on the understanding that:

(i) The Instructions will continue to be in effect until
they are executed, canceled or replaced;

(ii) If in the judgment of the Custodian the Instructions
are not clear or are ambiguous, the Custodian may
exercise its best efforts to seek clarification. If
such clarification is not obtained in reasonable
time, the Custodian may, at its reasonable discretion
and without responsibility of any nature, fail to
comply until any ambiguity has been clarified to its
satisfaction;

(iii) The Instructions will be complied with pursuant
to the rules, operational procedures and market
practice in the place where they have to be carried
out and they may be executed by the Custodian only
during working hours and days in which the respective
financial markets are open to the public. The
Custodian may also fail to execute any instructions
that, in its opinion, are contrary to any applicable
law, regulation or ruling, if its source is a
governmental authority or self-regulatory authority,
giving notice to the Owners and the Beneficiaries;

- 11 -

(iv) The Custodian is empowered to rely upon the powers of
any Authorized Person, until the Custodian is
notified to the contrary by the Owners or the
Beneficiaries, as applicable; and

(v) The term "Authorized Persons" means any executive,
employee or agent of the Owners or the Beneficiaries,
as applicable, that has been authorized in writing
sent to the Custodian to act on behalf of the Owners
or the Beneficiaries, in connection with any action,
affairs or obligations in accordance with this
contract.

(h) The Owners and Beneficiaries will indemnify the Custodian
and each one of its designees or agents and will keep them
indemnified with respect to all costs, responsibilities and
expenses, including without limitation, legal fees of lawyers
and disbursements, that directly or indirectly arise from the
execution by the Custodian, its designees or agents of the
Instructions that in good faith are believed to be given by
Authorized Persons.

Notwithstanding the above, neither the Custodian nor its
designees or agents shall be indemnified with respect to any
loss that arises from its own negligence.

(i) For the rendering of the services mentioned in this
agreement, the Owners will pay to the Custodian the commissions
listed in the Commission Annex (the "Annex") to this Agreement,
which duly signed by the parties will be deemed to be a part of
the same.

The time of payment and manner of calculation of the
commissions is established in the Annex. The Owners hereby
empower the Custodian to debit any of their bank accounts for
the amounts and at the time needed to obtain the payment of
commissions owed. For this purpose, the Owners undertake to
maintain in their bank accounts necessary funds to make such
payment. The commissions to be paid to the Custodian will be
subject to the Value Added Tax (I.V.A.), as in effect at the
time of the billing, which would be charged to the Owners. At
the time of payment of the commissions, the Custodian will
issue to the Owners the respective bill for the amount of
commissions paid for the respective period. Likewise, the
Owners will bear any tax that could be applicable in the future
on such commissions, and in general, the services mentioned in
this Agreement.


- 12 -

The Beneficiaries expressly accept the provisions in their favor
and for their benefit made by the Owners and the Custodian in
this clause Eleventh, in a manner that such Beneficiaries are
empowered to enforce the obligations acquired by them in their
favor. Likewise, the Owners, the Custodian and the Beneficiaries
agree and accept that the provisions of this custody agreement
are irrevocable.

The Beneficiaries and the Owners may agree in writing on the
anticipated termination of this custody agreement.

TWELFTH:
Notary expenses derived from this contract shall be at the
expense of the Grantors and the Beneficiaries in equal parts.

THIRTEENTH:
If a dispute arises in relation to this Agreement or its
amendments, with respect to its construction, fulfillment,
enforceability, termination or otherwise, and it is not
resolved by voluntary agreement of the parties, such dispute
shall be determined finally through arbitration according to
the provisions of this clause. If such a dispute should arise,
any of the parties shall be able at any time to deliver a
written notice to the other party setting forth its intention
of submitting such conflict to arbitration. The party which
has sent said notice shall have the right to submit directly
the conflict to arbitration within a period of time of fifteen
(15) to forty five (45) days after such notice is received.
The party who submits the dispute to arbitration will deliver
immediately a written notice to the other party. All and any
other disputes that could arise between the parties as a result
of this Agreement for any reason including but not limited to
those relating to its legality, enforceability, construction
and fulfillment (included the competence of the arbitrator)
will be resolved by arbitrators who shall grant their
resolution according to provisions of law (arbitrators of law)
and who will be empowered to act at all times they are
requested. There will not be any appeal of the decision of the
arbitrators. Unless the parties agree to the contrary, the
arbitrators shall be able to determine freely the procedures to
follow during the arbitration (arbitrators in the procedure).
The dispute subject to arbitration will be decided by three
arbitrators having each party to select an arbitrator, and the
third one shall be selected by the two arbitrators appointed by
the parties. Decisions of the arbitrators will be taken by the
simple majority of the members of the arbitration tribunal. If
any of the parties does not comply with the designation of its
arbitrator within 10 days from the date of notification of
request of arbitration executed by the other party, or if the
two arbitrators selected by the parties within the 10 days
after the date of their appointment do not comply with the
designation of the third arbitrator, the designation of the
remaining arbitrator will be effected through the system
established by the Arbitration Center of the Chamber of
Commerce of Santiago A.G., coming from the list of their affiliated

- 13 -

arbitrators and having the designation to fall on a lawyer.
The arbitrators shall have a complete understanding of
the English language. The arbitration tribunal must function
in Santiago, Republic of Chile. The above procedure shall be
repeated as many times as it is necessary until the three
arbitrators or their alternates, in the event they are unable
to exercise their offices, are designated. The indicated
arbitrators will resolve definitively the controversies.

FOURTEENTH:
This Agreement shall be amended in whole or in part only by a
written document executed by the parties. It shall not be
understood that there is a waiver to a right, implicit or
explicit stipulated in this Agreement, because of the lack of
exercise of said right by any of the parties. All and any
waivers shall be in writing and must be granted by the party in
favor of whom that right is established.

FIFTEENTH:
Any and all of the notices, requests or other communications
between the parties or as established in this instrument shall
be delivered in writing through personal service or by
registered or certified mail, postage prepaid addressed to the
specified addressees at the addresses established in the
appearance of this instrument or under their signatures or at
such other addresses that the specified addressees designate in
written notice to the parties to this Agreement. Each notice
given in this manner will be effective upon its receipt. A
notice shall be considered to have been given when it has been
delivered personally or after five days it has been mailed by
certified mail, return receipt requested, unless the receiving
party demonstrates that it has not received it or that it
received it on a subsequent date.

If to Grantors: Inversiones Freire Limitada
Attention: Portaluppi, Guzman y Bezanilla
Huerfanos 863, Piso 9
Santiago, Chile
Telefax No.: 562/638/3934

With a copy to: Embotelladora Andina S.A.
Avenida Andres Bello No. 2687 Piso 20
Casilla 7187
Santiago, Chile
Attention: Executive Vice President
Telefax No.: 562/338/0510


- 14 -

If to any of
the Beneficiaries: The Coca-Cola Company
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313
Attention: Chief Financial Officer
Telefax No.: (404) 676-8683

with a copy to: The Coca-Cola Company
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313
Attention: General Counsel
Telefax No.: (404) 676-6209

If to Custodian: Citibank, N.A.
Avenida Andres Bello No. 2687, Piso 7
Casilla 2125
Santiago, Chile
Attention: Transaction Banking Head
Telefax No.: 562/338/8138

SIXTEENTH:
The parties agree that in connection with the entering into of
this Agreement they have been advised by Chilean counsel and
that, understanding the legal principles applicable to the
option Agreement, they declare that it is their understanding
and conviction that this Agreement is valid and enforceable
pursuant to its terms, in accordance with Chilean law.
Likewise, the parties agree that nothing provided in this
Agreement has as its purpose nor will have the effect of
modifying in any manner the terms and provisions of the
bottling agreements between The Coca-Cola Company and Andina or
any of its affiliates or subsidiaries. In the event of
discrepancies between this document and the bottling agreements
already mentioned, the terms and provisions of the bottling
agreements will prevail with respect to the rights and
obligations contemplated in the bottling agreements.

SEVENTEENTH:
Mr. Jose Said Saffie and Mr. Jose Antonio Garces Silva,
representing as mentioned, Embotelladora Andina S.A., hereby
declare that for all legal purposes that are applicable they
have taken due notice of the provisions of this Agreement.

EIGHTEENTH:
This Agreement is executed in six copies on the same date,
maintaining one copy for each of the signees.


- 15 -


/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ WELDON JOHNSON
Jose Said Saffie Weldon Johnson
Jose Antonio Garces Silva The Coca-Cola Company
Inversiones Freire Limitada



/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ WELDON JOHNSON
Jose Said Saffie Weldon Johnson
Jose Antonio Garces Silva Coca-Cola Interamerican
Corporation
Inversiones Freire Dos Limitada



/s/ JOSE SAID SAFFIE
/s/ JOSE ANTONIO GARCES SILVA /s/ FERNANDO MARIN DIAZ
Jose Said Saffie Fernando Marin Diaz
Jose Antonio Garces Silva Coca-Cola de Argentina S.A.
Embotelladora Andina S.A.



/s/ DIEGO PERALTA VALENZUELA
Diego Peralta Valenzuela
Citibank N.A.


- 16 -




The undersigned represents that the foregoing translation of the
Stock Purchase Option Agreement and Custody Agreement is a fair and
accurate English translation of such document.


/s/ CAROL CROFOOT HAYES
Carol Crofoot Hayes
Senior Finance Counsel and
Assistant Secretary