EMPLOYMENT AGREEMENT



     THIS AGREEMENT made this 29th day of October, 2001, by and between Odwalla,

Inc. ("Company"), and Stephen C. Williamson ("Employee"),



                              W I T N E S S E T H:



     WHEREAS, Company acknowledges that Employee has provided valuable service

to Company prior to its anticipated merger with Perry Phillip Corp.; and,



     WHEREAS, Company desires to retain Employee at the Effective Time, as

defined in the Agreement and Plan of Merger dated October 29, 2001 among The

Coca-Cola Company, Perry Phillip Corp. and Company (the "Close"); and,



     WHEREAS, Employee is willing to be employed by Company; and



     WHEREAS, upon the Close, Employee and Company wish to replace the existing

employment agreement between Employee and Odwalla, Inc. dated December 21, 1999.



     NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, the parties agree as follows:



     1.  Employment.  Contingent upon the Close, Company hereby employs Employee

as Chief Executive Officer and Employee hereby accepts such employment and

agrees to perform such duties as are customarily performed by one holding such

position and to render these or any other services and duties consistent with

such position as may be assigned from time to time by Company.



     2.  Performance of Employee's Duties.  The Employee agrees to devote

substantially all of his business time to the faithful performance of his duties

for Company and to render service to Company to the best of his ability,

experience and talent to the reasonable satisfaction of Company. Such duties

shall be rendered at such place or places as Company shall require in accordance

with the best interests, needs, business and opportunities of Company.

Employee's office will be located in the San Francisco Bay Area and his duties

shall be primarily performed there.



     3.  Term of Employment.  The term of employment shall commence upon the

Close, and terminate on December 31, 2002, unless renewed by the parties. The

term of employment will be renewed automatically for an additional one (1) year

period on December 31, 2002 and on each anniversary thereafter, unless one party

gives the other written notice sixty (60) days in advance of any renewal period.

In no event shall the term of employment under this Agreement extend beyond

December 31, 2005.



     4.  Compensation.  All compensation under this Agreement is subject to

withholding required by law.



          a.  Salary.  Company agrees to pay Employee, in consideration for

     Employee's services hereunder, a salary at the rate of four-hundred fifty

     thousand dollars ($450,000) annually, payable in equal semi-monthly

     installments or in accordance with Company's normal pay practices as may be

     altered from time to time by Company. Company shall review annually

     Employee's compensation and shall determine, in its sole discretion,

     whether and how much the existing compensation shall be adjusted.



          b.  Special Performance Award.  Employee shall be eligible for a

     Special Performance Award, payable in stock options of The Coca-Cola

     Company, depending on performance against full year 2002 revenue dollar

     growth and operating income rate targets. The performance targets will be

     agreed upon shortly after the Close. For achieving the revenue and

     operating income targets, the stock option award will equal 20,000 stock

     options. The award will be granted in 1st Q 2003. Employee must have been

     an employee of Company during the entirety of calendar year 2002 to be

     eligible for the award payment.



<PAGE>



     5.  Other Benefits.



     a.  Company shall provide Employee with such fringe benefits as are

normally provided to employees of Company holding positions and performing

duties substantially similar to those performed by Employee. Employee will be

entitled to five weeks of paid vacation per year. Employee will be covered under

Company's directors and officer insurance program and will be indemnified to the

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