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June 5, 2006

MarketSphere Consulting
Suite 700
114 W. 11th Street
Kansas City, MO 64105

Re: Confidentiality Agreement

Dear Ladies and Gentlemen:

In connection with the performance of certain consulting services by


Marketsphere Consulting, The Pepsi Bottling Group, Inc. (the “Company”) is
furnishing Marketsphere Consulting (“you”) with certain information
concerning its unclaimed property and escheatment process and those of its
subsidiaries and affiliates for the purpose of your providing certain consulting
services in the area of unclaimed property and escheatment. This
information furnished to you, together with analyses, compilations, studies
and other documents (including notes and memoranda) prepared by you or
by your Representatives which contain or otherwise reflect such information
in any form or medium, is hereinafter referred to as the “Evaluation
Material.” As used herein, the term “Representative” means, as to any
person, such person’s affiliates and its and their directors, officers,
employees, partners, agents, advisors (including, without limitation, financial
advisors, counsel and accountants) and controlling persons. In consideration
of our furnishing Evaluation Material, you agree that:

1. The Evaluation Material will be kept confidential and shall not be disclosed
or caused to be disclosed by you or your Representatives, in any manner
whatsoever, in whole or in part, and shall not be used by you or your
Representatives, other than for the purpose of the matters described
above and not in any way detrimental to the Company or its subsidiaries
or affiliates. Moreover, you agree to disclose the Evaluation Material only
to your Representatives who need to know the Evaluation Material for the
sole purpose of the matters described above, who are informed by you of
the confidential nature of the Evaluation Material and who shall agree to
be bound by the terms and conditions of this Agreement. You shall be
responsible for any breach of this Agreement by your Representatives,
and shall maintain a list of those to whom such information has been
disclosed, which list you shall present to us upon request.
2. The Company may at any time terminate further access by you to the
Evaluation Material and you agree that the Evaluation Material, including
all copies thereof, except for the portion of the Evaluation Material which
consists of analyses, compilations, studies or other notes and memoranda
prepared by you or your Representatives, will be returned to us
immediately upon the Company’s request, or if you do not proceed with
the transaction that is the subject of this letter. That portion of the
Evaluation Material which consists of analyses, compilations, studies or
other notes and memoranda, whether in written or electronic form,
prepared by you or your Representatives will be destroyed by you on the
Company’s request and that destruction will be confirmed in writing to the
Company. Notwithstanding the foregoing, that portion of the Evaluation
Material which consists of oral information shall remain subject to the
terms of this Agreement. No such termination will affect your obligations
hereunder or those of your Representatives, all of which obligations shall
continue in effect.

3. This Agreement shall be inoperative as to such portions of the Evaluation


Material which (i) are or become generally available to the public through
no fault or action by you or your Representatives, or (ii) are now in your
possession or become available to you in each case, on a nonconfidential
basis from a source other than the Company or any of its subsidiaries,
affiliates or Representatives, which is not prohibited from disclosing such
portions to you by a contractual, legal or fiduciary obligation to the
Company or any of its subsidiaries or affiliates.

4. In the event that you or anyone to whom you transmit the Evaluation
Material pursuant to this Agreement is requested or required in any
proceeding to disclose any of the Evaluation Material, you will provide the
Company with prompt notice so that it may seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of
this Agreement. In the event that such protective order or other remedy
is not obtained, or that the Company waives compliance with the
provisions of this Agreement, you will furnish only that portion of the
Evaluation Material which you are advised by written opinion of counsel is
legally required, will give us written notice of the information to be
disclosed as far in advance of its disclosure as is practicable, and will
exercise your best efforts to obtain a protective order or other reliable
assurance that confidential treatment will be accorded the Evaluation
Material.

5. You hereby acknowledge that you are aware, and that you will advise
your agents, Representatives or employees who are furnished Evaluation
Material or informed as to the matters which are the subject of this
Agreement, that the United States securities laws and other laws prohibit
any person who has material, non-public information concerning an entity
from purchasing or selling securities of that entity or from communicating
such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such
securities. The Company hereby advises you and you hereby acknowledge

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that Evaluation Material may contain material non-public information
relating to the Company and its subsidiaries, affiliates, customers and
vendors. Without limiting the foregoing you hereby agree that you will
only use Evaluation Material in accordance with all applicable laws.

6. The agreement set forth in this letter may be amended, modified,


superseded or waived only by a written instrument which specifically
states that it amends this Agreement and is executed and delivered by an
authorized officer for each entity to be bound by such amendment.

7. It is understood and agreed that no failure or delay by the Company in


exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right,
power or privilege hereunder.

8. You agree that money damages would not be a sufficient remedy for any
breach of this agreement by you or your agents, Representatives or
employees, and that in addition to all other remedies at law or in equity or
otherwise the Company shall be entitled to specific performance, an
injunction or other equitable relief as a remedy for any such breach and
you further agree to waive, and to use your best efforts to cause any of
your Representatives to waive, any requirement for the securing or
posting of any bond in connection with such remedy.

9. This letter agreement shall be governed by, and construed in accordance


with, the laws of the State of New York, without reference to its conflicts
of law rules or principles. You agree and consent to personal jurisdiction
and service and venue in any federal or state court within the State of
New York for the purposes of any action, suit or proceeding arising out of
or relating to this Agreement. You further agree that service of any
process, summons, notice or document by United States registered mail
or such method as authorized in such jurisdiction to your address set forth
above shall be effective service of process for any action, suit or
proceeding brought against you in any such court and waive and agree
not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an
inconvenient forum.

If you agree to the terms and conditions of this Agreement, please indicate
your acceptance by signing below and returning it to the undersigned.

Very truly yours,

The Pepsi Bottling Group, Inc.

By:

Name:

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Title:

Accepted this day of , 200_.

MarketSphere Consulting

By:
Name:
Title:

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