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AGREEMENT

This Agreement, made and entered into effective as of August 1, 1994 (the "Effective Date"), among The Coca-Cola Company, a Delaware corporation ("Company"), The Coca-Cola Bottling Company of New York, Inc. a Delaware corporation ("Bottler"), The Philadelphia Coca-Cola Bottling Company, a Delaware corporation ("Philadelphia CCBC")(Company, Bottler and Philadelphia CCBC are sometimes referred to herein jointly as "Sponsor") and Rutgers, The State University of New Jersey, located in New Brunswick, New Jersey ("University").

WITNESSETH:

WHEREAS, Sponsor desires to obtain certain exclusive promotional and product availability rights for products marketed under trademarks or brand names owned by or licensed for use to Company; and

WHEREAS, University is vested with the authority to grant to Sponsor the exclusive promotional, advertising and product availability rights described herein with respect to the Campus, University, the Teams, and the University Marks (all as hereinafter defined) and is willing to do so for the consideration stated herein; and

WHEREAS, Bottler is the authorized bottler of Coca-Cola(r) in the territory which includes the Campus other than the Camden, New Jersey campus, and Philadelphia CCBC is the authorized bottler of Coca-Cola(r) in the territory that includes the Camden campus; and

WHEREAS, Company will provide certain services to University relating to vending of snack foods and other items on the Campus; and

WHEREAS, this Agreement is primarily entered into by Sponsor for the purpose of creating an association between the Campus, the Teams, University, and the University Marks and the products of Company, and exclusive product availability rights are necessary to ensure that such association is not undermined or diluted;

NOW, THEREFORE, in consideration of the promises made herein, the parties hereto agree as follows:

1.Certain Definitions

1.1"Additional Consideration" shall have the meaning assigned in Section 6.2 hereof.

1.2"Affiliate" shall mean, as to any entity, any other entity which is controlled by, controls, or is under common control with such entity. The term "control" (including the terms "controlled," "controlled by" and "under common control with") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity.

1.3"Approved Cups" means (i) non-plastic disposable cups the design of which shall be mutually agreed upon and which shall prominently bear, at a minimum, the trademark(s) of Coca-Cola(r) and/or other Products on at least 50% of the printed area on such cups or (ii) plastic souvenir cups the design of which shall be mutually agreed upon and which shall prominently bear approved renditions of Company's trademarks. The mutually agreed to between University and Company initial design of the non-plastic disposable Approved Cup is attached hereto as Exhibit A.

1.4"Beverage" or "Beverages" means (a) all hot and cold, carbonated and noncarbonated, nonalcoholic, natural or artificially flavored drinks for independent consumption, and for use as mixers with alcoholic beverages and otherwise, including, but not limited to, nonalcoholic drinks with nutritive or nonnutritive sweeteners, frozen carbonated and noncarbonated beverages, flavored and/or sweetened mineral water, natural or artificially flavored fruit and/or vegetable juices, fruit and/or vegetable juice-containing drinks and fruit and vegetable flavored drinks (sweetened or unsweetened), all coffee and tea products, hypertonic, isotonic, hypotonic drinks (sports drinks, energy and fluid replacement) ("Sports Drinks"); and (b) all drink or beverage bases, whether in the form of syrups, powders, crystals, concentrates or otherwise, from which such drinks and beverages could be prepared. "Beverage" or "Beverages shall not include milk, flavored milk, beer (alcoholic, low alcoholic, nonalcoholic), water drawn from the public water supply, chocolate or cocoa based drinks or juice squeezed fresh on University's premises.

1.5"Campus" means the entire premises of each constituent campus of the University, including but not limited to any and all athletic facilities (including, without limitation, all locker rooms and players' benches), business offices, student facilities including dormitories, restaurants, the Rutgers Club, or similar facility, concession stands, snack bars, bookstores and convenience stores, if any, and dining halls and any and all other buildings or facilities which currently comprise the campus of the University or which may be acquired or constructed during the Term and which are operated by or in conjunction with the University. Without limiting the generality of the foregoing, the term "Campus" shall include all such buildings and locations associated with the Newark and Camden branches, and any additional campuses opened during the Term (as defined herein), as well as the New Brunswick campuses. Notwithstanding the foregoing, fraternities and sororities shall not be deemed to be included in the term "Campus".

1.6"Competitive Products" means any and all Beverages other than Products (as defined below).

1.7"Designations" means the following: "Official Sports Drink of Rutgers Athletics".

1.8"Products" shall mean any and all Beverage products marketed under tradenames or brand names owned by or licensed for use to Company.

1.9"Rutgers Person" means every person who is or was an agent, employee, member of the Boards of Governors or Trustees, director, officer, or representative of University.

1.10"Sponsorship Fees" shall mean all Sponsorship Fees to be paid by Sponsor to University under this Agreement as set forth in Section 6.1.

1.11"Team(s)" shall mean all intercollegiate teams associated with the University.

1.12"Term" shall mean the ten (10) year period beginning on the Effective Date and ending on July 31, 2004, unless mutually extended by written agreement of the parties or unless sooner terminated as provided herein.

1.13"Unavoidable Delay" means a delay arising from or as a result of (i) a strike, lockout, or labor difficulty, explosion, sabotage, accident, riot or civil commotion, act of war, fire or other catastrophe, (ii) any laws or ordinances of any federal, state, city, town, county and borough governments, and rules, regulations, orders and directives of all departments, subdivisions, bureaus, agencies or offices thereof, whether now or hereafter in force, or (iii) any act of the other party and any cause beyond the control of that party; provided that the party asserting any Unavoidable Delay has exercised its best efforts to minimize such delay.

1.14"University Marks" means University's names, Team names, colors and uniforms, and all trademarks and logos, mascots, characters and symbols that are set forth on Exhibit C or that (i) are created during the Term but after the date hereof, (ii) relate to the foregoing, (iii) are owned, licensed or otherwise controlled by University, and (iv) are added to Exhibit C pursuant to a written agreement among the parties hereto.

2.Grant of Exclusive Advertising. Promotional and Beverage Availability Rights

During the Term and subject to the Permitted Exception(s) set forth in Section 5, University hereby grants to Sponsor the following advertising, promotional and Beverage availability rights:

2.1Exclusive Beverage Availability on the Campus. Sponsor shall have the exclusive right to make Beverages available for sale on the Campus excluding any and all businesses and enterprises of any nature on the Campus not controlled by the University (collectively "Third Parties"); provided that University shall use its reasonable best efforts (as permitted by applicable law) to ensure that Third Parties sell Products on an exclusive basis. University, Bottler and Philadelphia CCBC agree that Products including Coca-Cola(r) classic (or Coke(r)), diet Coke(r), Mr. PiBB(r), Sprite(r), Minute Maid(r) soft drinks and juices, PowerAde(r), Nestea(r) and such other Products as Sponsor and University shall mutually designate shall be the exclusive Beverages sold, dispensed or served at all locations on the Campus. University agrees that, unless otherwise agreed to by Bottler or Philadelphia CCBC (as appropriate), University shall purchase all Products from Bottler or Philadelphia CCBC (as appropriate) (either directly or through Bottler or Philadelphia CCBC (as appropriate) as Company's agent), provided that if Bottler or Philadelphia CCBC (as appropriate) is unable to supply any Product(s) which University desires to purchase, then University may purchase such Products from another authorized Company distributor.

2.2Exclusive Promotional and Advertising Rights for Beverages on the Campus. Sponsor shall have the exclusive right to merchandise Beverages on Campus including the following specific rights:

2.2.1Sponsor shall be entitled to have prominent signage for Products on the Campus. Such signage shall be approved by the University and meet Sponsor's reasonable specifications as to

design, construction, and general appearance and at a minimum, shall comply with the size and location requirements set forth in Exhibit B.

2.2.2Without the express written consent of Sponsor, Sponsor's signage on the Campus shall not be altered, obscured in any way or draped (whether physically or by electronic means) at any time or for any reason whether by University or any broadcaster. Notwithstanding the foregoing, University shall have the right to obscure, drape, or leave unlighted Sponsor's signage when a clean site is required by the NCAA or is appropriate in University's reasonable judgment (such as for commencement exercises); provided, however, that signage for all University's sponsors be treated equitably during such events.

2.2.3As owner, University shall maintain all scoreboards, signs and advertising in good order and repair, reasonable wear and tear excepted.

2.2.4Materials promoting Products at the point-of-sale on the Campus shall be clearly visible to the purchasing public and shall be displayed in a manner and location acceptable to Sponsor and University.

2.2.5Trademarks for Products shall be prominently listed on the menu boards of all food and refreshment outlets on -the Campus. University shall cause advertising, acceptable to Sponsor and depicting Products in Approved Cups, to appear in at least one (1) food product photo translite in each University concession stand where food photo translites appear.

2.2.6University shall arrange that all Beverages served, sold or dispensed by University's Dining Halls, the primary dining contractors and by all athletic concessionaires (including Beverages sold, served or made available in locker rooms and players' benches) on the Campus in disposable cups shall be served in Approved Cups. University further agrees that if Products are hawked in the stands such Products shall be hawked in Approved Cups.

2.2.7All lighted signs and panels promoting Products shall be fully illuminated at all events on the Campus for which any signs are illuminated and at all other times when the University's scoreboards are illuminated. Sponsor shall have the right of access to its permanent signage at all reasonable times for the purpose of replacement or removal of the same or to modify, change or alter the promotional messages appearing thereon at Sponsor's cost and discretion with University's reasonable approval.

2.2.8University will make reasonable efforts to promote the distribution on the Campus of bottled and canned Products purchased from Bottler in mobile carts, vending machines and by other methods, consistent with University's mission and practices.

2.2.9University hereby grants to Sponsor a license to use the name of University, the Campus, the Team, the Designation, and the University Marks, on a royalty free basis, for the limited purpose of promoting Products in any and all packages in which they are sold on Campus and for point-of-sale displays, subject to the prior approval,: by the University of the type, manner, and format of such promotion. Such promotion may occur on the packaging of (including cups and vessels) and at the point-of-sale of any and all Products wherever they may be sold or served.

2.2.10 In each Agreement Year University shall provide Sponsor with the following promotional items. The various items may be changed from time to time during the Term on the mutual agreement of Sponsor and University. In the event that any of the individual items become unavailable during the Term and the parties do not agree on replacement items, Sponsor shall receive a pro rata refund of any prepaid Sponsorship Fees and shall be entitled to adjust the Sponsorship Fees due in subsequent Agreement Years. Any pro rata refund or adjustment required pursuant to this Section 2.2.10 shall be based on the values assigned the individual items on pages 25 through 28 of University's Request For Proposal ("RFP").

2.2.10.1 Sponsor shall receive, free of charge the following: one full-page, full-color advertisement in each football program; one full-page, black and white advertisement in each men's and women's basketball program; and one full-page black and white advertisement in each program published by the University that contains advertising of any sort. University agrees to furnish Sponsor with ten (10) complimentary copies of any such publication.

2.2.10.2 Approved renditions of Company's trademarks, as for Products selected by Sponsor, shall appear on (i) the backs of all tickets issued for events on the Campus, including, but not limited to, the ticket backs for men's football and basketball, (ii) the pocket schedules produced for the football and men's and women's basketball teams; (iii) the schedule posters produced for the football and men's and women's basketball teams; (iv) the ticket brochure produced for the football and men's and women's basketball teams; (v) the football "young alumni" publication; and (vi) all bag tags and scorecards distributed at the University's golf course.

2.2.10.3 University shall provide Sponsor, at no additional cost, the following television spots, which spots shall be on an equal rotation basis with University's other sponsors: two (2) thirty second (30) spots on each football game televised on the New Jersey Network; two (2) thirty second (:30) spots on each men's basketball game televised on the New Jersey Network; and two (2) thirty second (30) spots on each women's basketball game televised on the Sports Channel.

In the event that University enters into subsequent contracts with networks other than New Jersey Network or Sports Channel, it shall provide television spots in the same quantities and same durations as those listed above to Sponsor on such replacement networks. In the event that University fails to provide each of the television spots required under this Section 2.2.10.3, University shall provide make-good spots on subsequent broadcasts or University shall pay Sponsor a refund based on the number of spots omitted multiplied by the rate set forth on page 26 of the RFP (as defined herein). University shall provide Sponsor with a season broadcast schedule for each sport as soon as such schedule is available; University shall promptly notify Sponsor of any modifications to such schedules.

2.2.10.4 University shall provide Sponsor, at no additional cost, the following radio spots, which spots shall be on an equal rotation basis with University's other sponsors: two (2) thirty second (30) spots on each football game broadcast on WOR; two (2) thirty second (30) spots on each men's basketball game broadcast on WOR; and two (2) thirty second (30) spots on each women's basketball game broadcast on WCTC. In the event that University enters into subsequent contracts with networks other than WOR or WCTC, it shall provide radio spots in the same quantities and same durations as those listed above to Sponsor on such replacement networks. In the event that University fails to provide each of the radio spots required under this Section

2.2.10.4, University shall provide make-good spots on subsequent broadcasts or University shall pay Sponsor a refund based on number of spots omitted multiplied by the rate set forth on page 27 of the -RFP. University shall provide Sponsor with a season broadcast schedule for each sport as soon as such schedule is available; University shall promptly notify Sponsor of any modifications to such schedules.

2.2.10.5 University shall provide Sponsor, at no additional cost, the following public address announcements, which announcements shall be on an equal rotation with University's other sponsors: three (3) announcements per game for each intercollegiate varsity football, men's basketball, and women's basketball games and two (2) announcements for each other event held on the Campus.

2.2.10.6 For Agreement Years one, two and three, Sponsor shall be the presenting sponsor of the women's basketball invitational to be held on the Campus on an annual basis. University represents that Brother International is the only other co-sponsor during that period. For Agreement Years four through ten, Sponsor shall be the sole sponsor of the women's basketball invitational to be held on the Campus on an annual basis.

2.2.10.7 On an annual basis, and at no additional cost to Sponsor, the University will award a full scholarship to one woman athlete, which scholarship shall be named after the Sponsor or, at Sponsor's discretion, one of Sponsor's brands.

2.2.11 University shall use its reasonable efforts to support promotional activities conducted hereunder by Sponsor with radio and television drop-ins, jumbotron and scorecard announcements on the Campus or at athletic events, and newspaper advertisement tag-lines (if advertisements are purchased by University independent from such promotional activities). Except for the costs referred to in the preceding sentence, Sponsor shall bear all costs associated with promotional activities.