EXHIBIT 10.13


                              PepsiCo
                      700 Anderson Hill Road
                      Purchase, NY 10677-1444


                                   September 24, 1996


Pepsi-Cola Puerto Rico Bottling Company
P.O. Box 1709
Hato Rey, Puerto Rico 00919

Mr. Rafael Nin

Gentlemen:

Reference is made to the Exclusive Bottling Appointments for Pepsi-Cola and
other  Pepsi-Cola  International  products  each  dated  April 27, 1987, as
amended (the "EBA"), between PepsiCo, Inc. (the "Company")  and  Pepsi-Cola
Puerto Rico Bottling Company (the "Bottler").

1.   The Company agrees that the following transactions shall not be deemed
     to violate the EBA, including without limitation Section 22(b)(ii) and
     Section  23  thereof, or give rise to any liability to the Company  on
     the part of the  Bottler, any Essential Shareholder (as defined in the
     EBA) or Mr. Rafael Nin:

     (a)  The creation of a voting trust (the "Voting Trust") in accordance
          with the Voting Trust Agreement and Irrevocable Proxy (the "Trust
          Agreement") attached  hereto as Exhibit A pursuant to which all 5
          million Class A Shares  of the Bottler will be transferred to the
          Voting Trust where Mr. Rafael  Nin,  as  trustee (the "Trustee"),
          will have the right to vote such Class A Shares.  The term of the
          Voting Trust will be 5 years to be automatically  renewed for one
          additional 5 year period unless either the Company or the Trustee
          notifies the other party of non-renewal at least 6  months  prior
          to  the end of the initial 5 year period; provided, however, that
          such  non - renewal  by  the  Company  shall  not be unreasonably
          withheld.  The terms of the Trust Agreement are acceptable to the
          Company subject to the following conditions:

          (i)  the Trustee will not release Class A Shares from  the Voting
               Trust during its term (except as a result of termination  of
               the Voting Trust) if such release will result in the Trustee
               not  controlling  at  least a majority of the total votes of
               the shareholders of the  Bottler (including both Class A and
               Class B Shares); and

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          (ii) any merger or consolidation  of  the  Bottler  with  another
               entity  shall  be  subject  to  the  consent  of the Company
               pursuant to the EBA unless (i) the Bottler is the  surviving
               entity and (ii) the Voting Trust does not lose control  of a
               majority  of  the  total  votes  of  the shareholders of the
               Bottler.

     (b)  The  termination  of the Voting Trust as provided  in  the  Trust
          Agreement, including  the  resignation or death of the Trustee or
          the expiration of the term of  the Voting Trust, and the transfer
          of the Class A Shares held by the  Voting Trust to the beneficial
          owners thereof upon such termination  subject  to  the  following
          conditions:

          (i)  if  the  Voting  Trust  is  terminated  as  a  result of the
               resignation or death of the Trustee, the Company  shall have
               the right for a period of 90 days after such resignation  or
               death,  but  not the obligation, to appoint a new Trustee to
               replace Mr. Rafael  Nin for the remaining term of the Voting
               Trust, which appointment shall be subject to the approval of
               the beneficial owners of a majority of the Class A Shares of
               the Bottler; and

          (ii) if the Voting Trust is not renewed at the end of the first 5
               year period, by the Trustee  or  the  Company,  the  Company
               shall have the right for a period of 90 days after such non-
               renewal, but not the obligation, to appoint a new Trustee to
               replace  Mr.  Rafael Nin for the second 5 year period of the
               Voting Trust subject  to  the  approval  of  the  beneficial
               owners of a majority of the Class A Shares of the Bottler.

          During the 90 day period during which the Company shall  have the
          right to exercise the option to appoint a new Trustee as provided
          in  clauses  (i) and (ii) above, a committee of three members  of
          the Board of Directors  of  the Bottler shall control the vote of
          the Shares held in the Voting Trust.

     (c)  The appointment of Mr. Rafael  Nin  as  the  President  and Chief
          Executive Officer of the Bottler.

     (d)  The  grant  of  an  option  to the assignee of Mr. Rafael Nin  to
          purchase all 5 million Class  A Shares of the Bottler pursuant to
          the  Stock  Option Agreement (the  "Option  Agreement")  attached
          hereto as Exhibit  B  subject  to the condition that, without the
          Company's prior written approval  which shall not be unreasonably
          withheld or delayed, Mr. Rafael Nin  will  not  transfer all or a
          part  only  of  his  rights  under the Option Agreement  if  such
          transfer could result in the Trustee  not  controlling at least a
          majority of the total votes of the shareholders  of  the  Bottler
          (including both Class A and Class B Shares).  The approval of the
          Company  described in the preceding sentence shall be as to  both
          the person  or  entity to whom the transfer is being made and the
          terms of the transfer.

2.   So long as any Class A  Shares  of  the Bottler currently owned by any
     Essential Shareholder shall be held by the Voting Trust, references in
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     the EBA to transfers of shares of the  Bottler  by  any such Essential
     Shareholder shall be deemed to include references to  the  transfer of
     beneficial   interests   in   the   Voting  Trust  by  such  Essential
     Shareholder.

3.   Mr. Rafael Nin agrees to transfer any  Class  A  Shares of the Bottler
     held  by  the  Voting  Trust to any person without the  prior  written
     consent of the Company,  which  shall  not be unreasonably withheld or
     delayed, if such transfer would result in  the Trustee not controlling
     a  majority  of  the total votes of the shareholders  of  the  Bottler
     (including both Class  A  and  Class B Shares).  It is understood that
     this provision shall not affect  Mr.  Rafael  Nin's right to terminate
     the Voting Trust at any time at his sole and absolute  discretion  and
     return the shares subject to the Voting Trust to the beneficial owners
     of such Class A Shares.

4.   Except  as  expressly  set  forth  above, the EBA shall remain in full
     force and effect in accordance with  its  terms.  Nothing herein shall
     make Mr. Nin an Essential Shareholder under the EBA.

5.   During  the  term of the Voting Trust the personal  liability  of  the
     Essential Shareholders relating to Section 23(e) shall not apply.

6.   This agreement may be executed in counterparts.


If you are in agreement  with  the  above, please sign below, keep one copy
for your records, and return one signed copy to the Company, whereupon this
letter will become a binding agreement between the undersigned.

                                   PepsiCo, Inc.


                       				       /S/ ROBERT K. BIGGART
                                  __________________________________
                                  By:   Robert K. Biggart
                                        Vice President



Accepted and Agreed by
Mr. Rafael Nin:



/S/ RAFAEL NIN
___________________________
Rafael Nin