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D. Pricin�, Account sha11 be entitled to purchase bottle/can Products from Bottler in accordance with the schedule set forth in Exhibit B. Such prices sha11 remain in effect until December 31, 2004. Thereafter, prices are subject to change up to but not to exceed 3% annually. Any changes in pricing sha11 be submitted in writing to Account thirty (30) days prior to such price changes taking effect. E. Equipment 1. During the Term, Bottler wi111oan to Account, pursuant to the terms of Bottler's equipment placement agreement, at no cost, that Beverage dispensing equipment reasonably required and as mutually agreed upon to dispense Beverages at the Facility and any additional equipment reasonably required by Account in order to replace defective or worn out Beverage dispensing equipment ("Equipment"). 2. Account agrees that it wi11 execute any UCC Financing Statements, or other documents evidencing Bottler's ownership of the Equipment, upon request of Bottler. The Equipment may not be removed from the Facility without Bottler's written consent, and Account agrees not to encumber the Equipment in any manner or permit the Equipment to be attached thereto except as authorized by Bottler. Account wi11 be responsible to Bottler for any loss or damage to said Equipment, reasonablewear and tear excepted. F. Indemniiication. 1. Account agrees to defend, indemnify and hold Bottler harmless from and against a11 claims, suits,liabilities, costs and expenses, including reasonable attorneys' fees, for any injury, damage or loss to persons, including death, whether they be third persons or employees of either of the parties hereto, or any injury, damage or loss of property arising out of its performance of this Agreement. 2. This indemnity sha11 survive the termination of this Agreement and sha11 not apply to any injury, damage or loss caused in whole by the negligence of Bottler. G. Term and Termination. 1. The term of this Agreement sha11 be for a period of Five (5) years from January 1, 2004. ("Term"). 2. If Account fails to perform any of the promises set forth in this Agreement, then as an option but not as its sole remedy, Bottler may terminate this Agreement, and Account shall (i) return the Equipment to Bottler, and (ii) pay to Bottler, within ten (10) days, a pro rata portion of the prepaid Sponsorship Fees and a pro rata refund of the costs of refurbishing and installing the Equipment. 3. Notwithstanding the other provisions of this Agreement, if any federal, state or 1oca11aw, ru1e, regulation or order prohibits, restricts, or in any manner interferes with the sale or advertising of Beverages at any time during the Term of this Agreement or if for any reason the use of the Facility declines, then as an option but not as its sole remedy, Bottler may terminate this Agreement and Account shall (i) return the Equipment to Bottler, and (ii) pay to Bottler, within ten (10) days, a pro rata portion of the prepaid Sponsorship Fees and a pro rata refund of the costs of refurbishing and installing the Equipment. p:UegalUmaster marketingformsunder$9.000 sFadfrm agt.doc Revised 9127199