Daniel E. and Karen A. Harkins - Page 6




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                    least one full vertical panel (or equivalent                      
                    thereof, subject to the prior written consent of                  
                    Pepsi-Cola) shall contain the Pepsi-Cola logo.                    
                    All incremental costs to include artwork, art                     
                    changes and custom cup development, will be the                   
                    responsibility of the Customer.                                   
               3.   Beginning in 1996, and each subsequent Year                       
                    thereafter, for the Term of this Agreement, at                    
                    least one full vertical panel on the Customer's                   
                    32oz plastic refill cup (or equivalent thereof,                   
                    subject to the prior written consent of Pepsi-                    
                    Cola) shall contain the Pepsi-Cola logo.  Should                  
                    the Customer elect to trade out or sell a panel to                
                    another partner/vendor/supplier, the Customer                     
                    agrees that production of said cup must be with                   
                    the mutual approval of the Customer and Pepsi-                    
                    Cola.                                                             
                         *    *    *    *    *    *    *                              
               10. The Customer shall provide to Pepsi-Cola upon the                  
                    execution of this Agreement a list of all outlets                 
                    in the Customer's system.  The Customer agrees                    
                    that it shall promptly notify Pepsi-Cola in                       
                    writing of each new outlet in the Customer's                      
                    system which is opened or acquired during the                     
                    Term, as well as any outlet which is closed, sold                 
                    or otherwise disposed of during the Term.                         
               Finally, in a closing section of the agreement, the parties            
          agreed:                                                                     
                                 CLOSING PARAGRAPHS                                   
               If for any reason the Customer fails to comply with any                
               of the terms of this Agreement, the Customer agrees                    
               that, in addition to any other remedies to which Pepsi-                
               Cola may be entitled by reason of such breach, the                     
               Customer shall immediately repay to Pepsi-Cola all                     
               funding previously paid by Pepsi-Cola but not earned by                
               the Customer pursuant to the terms of this Agreement.                  










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