EXHIBIT 10.3





              AMENDMENT NO. 1 TO THE TRADEMARK LICENSE AGREEMENT


AMENDMENT NO. 1 Dated as of December 1st, 2002 (this "Amendment"), to the
Trademark License Agreement effective as of September 1st, 2002, (as may be
further amended, supplemented or modified from time to time, the "License
Agreement"), entered by and among Administracion de Marcas Panamco, S.A. de
C.V. a corporation organized and existing under the laws of the Republic of
Mexico (the "Proprietor"), and The Coca-Cola Export Corporation, Mexico
Branch, a Branch legally authorized to operate in the Republic of Mexico (the
"Licensee"). Capitalized terms used herein and not defined shall have the
meaning assigned to them in the License Agreement.

                                  WITNESSTH:

          WHEREAS, pursuant to the License Agreement, the Proprietor has
granted to the Licensee a license to use the Trademarks in the Licensed
Territory, pursuant to the terms and subject to the conditions set forth
therein.

          WHEREAS the Proprietor and the Licensee have had discussions
pursuant to which it is in the best interest of the Parties to amend certain
provisions of the License Agreement as provided herein.

          WHEREAS the Proprietor and the Licensee are willing so to amend the
License Agreement pursuant to the terms and subject to the conditions set
forth herein.

          NOW THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:


          SECTION 1. Amendments.

          a) Section 1 of the License Agreement is hereby stricken in its
entirety and is amended to read as follows:

          The term of this Agreement (hereinafter the "Term") shall commence
on the Effective date of September 1st, 2002, and shall expire on December 31,
2002.

          b) Section 3 of the License Agreement is hereby stricken in its
entirety and amended to read as follows:




          The Proprietor hereby grants to Licensee a non-exclusive license to
use the Trademarks in the Licensed Territory in connection with the
manufacture and sale of Purified Water. Pursuant to this non-exclusive
license, Proprietor grants to Licensee such rights for the total volume of
Purified Water distributed in the Licensed Territory from September 1st, 2002
through December 31st, 2002. In consideration of the rights hereby granted,
the Licensee will pay to the Proprietor a royalty of U.S. $ 750,000 dollars no
later than October 31st, 2002.

          c) Section 8 of the License Agreement is hereby stricken in its
entirety and amended to read as follows:

          The Parties agree that, upon expiration of the Agreement and written
notice to Licensee, Proprietor may, at its sole option, apply for cancellation
of this Agreement with the IMPI Licensee hereby agrees to execute any required
documents that the Proprietor may request in connection with canceling the
recordation of this Agreement.


          SECTION 2. Conditions to Effectiveness. This Amendment No. 1 shall
become effective when each party hereto shall have received executed
counterparts that, when taken together, bear the signatures of the Licensee
and the Proprietor.

          SECTION 3. License Agreement. Except as specifically amended hereby,
the License Agreement shall continue in full force and effect in accordance
with the provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the License Agreement shall mean the License
Agreement as amended hereby.


          SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


          SECTION 5. Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy shall be as effective as delivery
of a manually executed counterpart of this Amendment.







          IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first written above.


                           ADMINISTRACION DE MARCAS PANAMCO, S.A. DE C.V.
                           As the Proprietor

                           By  /s/ Sergio Robleda
                              ----------------------------
                           Name:  SERGIO ROBLEDA
                           Title: Chief Financial Officer


                           THE COCA-COLA EXPORT CORPORATION, MEXICO BRANCH
                           As the Licensee

                           By  /s/ Eduardo R. Arrocha
                              ----------------------------
                           Name:   EDUARDO R. ARROCHA
                           Title:  Vice President and Director, Legal