MASTER LEASE AGREEMENT (Quasi)

     THIS MASTER LEASE AGREEMENT, dated as of April 18, 1997 ("Agreement"),
between GENERAL ELECTRIC CAPITAL CORPORATION OF PUERTO RICO, with an office
at  450  Ponce  de  Leon  Avenue,  San Juan, Puerto Rico 00901 (hereinafter
called, together with its successors  and  assigns,  if any, "Lessor"), and
PEPSI  COLA  PUERTO  RICO  BOTTLING  COMPANY, a CORPORATION  organized  and
existing under the laws of  DELAWARE with  its  mailing  address  and chief
place  of business at  CARRETERA # 865 KM 0.4 BARRIO CANDELARIA ARENAS  TOA
BAJA, P.R. 00949 (hereinafter called "Lessee").

                            WITNESSETH:

     I.   LEASING:

     (a)  Subject  to  the  terms  and  conditions  set forth below, Lessor
agrees  to  lease to Lessee, and Lessee agrees to lease  from  Lessor,  the
equipment ("Equipment")  described  in  Annex  A  to  any  schedule  hereto
("Schedule").  Terms defined in a Schedule and not otherwise defined herein
shall have the meanings ascribed to them in such Schedule.

     (b)  The   obligation   of  Lessor  to  purchase  Equipment  from  the
manufacturer or supplier thereof  ("Supplier")  and  to  lease  the same to
Lessee under any Schedule shall be subject to receipt by Lessor,  prior  to
the  Lease  Commencement  Date (with respect to such Equipment), of each of
the following documents in form and substance satisfactory to Lessor: (i) a
Schedule relating to the Equipment  then  to  be  leased  hereunder, (ii) a
Purchase  Order  Assignment  and  Consent  in the form of Annex  B  to  the
applicable Schedule, unless Lessor shall have  delivered its purchase order
for such Equipment, (iii) evidence of insurance  which  complies  with  the
requirements  of  Section  IX,  and (iv) such other documents as Lessor may
reasonably request.  As a further  condition to such obligations of Lessor,
Lessee shall, upon delivery of such  Equipment (but not later than the Last
Delivery Date specified in the applicable  Schedule) execute and deliver to
Lessor  a  Certificate  of  Acceptance  (in the form  of  Annex  C  to  the
applicable Schedule) covering such Equipment,  and deliver to Lessor a bill
of sale therefor (in form and substance satisfactory  to  Lessor).   Lessor
hereby appoints Lessee agent for inspection and acceptance of the Equipment
from  the  Supplier.   Upon  execution  by  Lessee  of  any  Certificate of
Acceptance,  the Equipment described thereon shall be deemed to  have  been
delivered to, and irrevocably accepted by, Lessee for lease hereunder.

     II.  TERM, RENT AND PAYMENT:

     (a)  The  rent  payable  hereunder  and  Lessee's  right  to  use  the
Equipment  shall  commence  on  the  date  of  execution  by  Lessee of the
Certificate  of Acceptance for such Equipment ("Lease Commencement  Date").
The term of this  Agreement shall be the period specified in the applicable
Schedule.  If any term  is  extended,  the  word  "term" shall be deemed to
refer  to all extended terms, and all provisions of  this  Agreement  shall
apply during  any  extended  terms, except as may be otherwise specifically
provided in writing.




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     (b)  Rent shall be paid to  Lessor at its address stated above, except
as otherwise directed by Lessor.   Payments  of rent shall be in the amount
set forth in, and due in accordance with, the  provisions of the applicable
Schedule.  If one or more Advance Rentals are payable,  such Advance Rental
shall be (i) set forth on the applicable Schedule, (ii) due upon acceptance
by Lessor of such Schedule, and (iii) when received by Lessor,  applied  to
the  first  rent  payment  and  the  balance,  if  any, to the final rental
payment(s) under such Schedule.  In no event shall any  Advance  Rental  or
any  other rent payments be refunded to Lessee.  If rent is not paid within
fifteen  (15)  days  of its due date, Lessee agrees to pay a late charge of
five cents (5<cent>) per  dollar on, and in addition to, the amount of such
rent but not exceeding the lawful maximum, if any.

     III. TAXES:  Lessee shall  have  no liability for taxes imposed by the
United  States  of America or any State or  political  subdivision  thereof
which are on or measured  by the income of Lessor.  Lessee shall report (to
the extent that it is legally  permissible)  and  pay  promptly  all  other
taxes,  fees  and  assessments due, imposed, assessed or levied against any
Equipment (or the purchase,  ownership,  delivery, leasing, possession, use
or operation thereof), this Agreement, any  Schedule,  Lessor  or Lessee by
any foreign, federal, state or local government or taxing authority  during
or  related  to  the term of this Agreement, including, without limitation,
all license and registration  fees,  and all sales, use, personal property,
excise,  franchise,  stamp or other taxes,  imposts,  duties  and  charges,
together with any penalties,  fines  or  interest  thereon (all hereinafter
called "Taxes").  Lessee shall (i) reimburse Lessor upon receipt of written
request  for  reimbursement  for any Taxes charged to or  assessed  against
Lessor, (ii) on request of Lessor,  submit  to  Lessor  written evidence of
Lessee's  payment  of  Taxes,  (iii)  on  all reports or returns  show  the
ownership  of the Equipment by Lessor, and (iv)  send  a  copy  thereof  to
Lessor.

     IV.  REPORTS:

     (a)  Lessee  will  notify  Lessor  in  writing,  within ten days after
notice of any tax or other lien shall attach to any Equipment,  of the full
particulars  thereof and of the location of such Equipment on the  date  of
such notification.

     (b)  Lessee  will  within  90 days of the close of each fiscal year of
Lessee, deliver to Lessor, Lessee's  balance  sheet  and  profit  and  loss
statement,  certified by a recognized firm of certified public accountants.
Upon request Lessee will deliver to Lessor quarterly, within 90 days of the
close of each  fiscal  quarter  of  Lessee, in reasonable detail, copies of
Lessee's  quarterly  financial  report certified  by  the  chief  financial
officer of Lessee.

     (c)  Lessee will permit Lessor  to inspect any Equipment during normal
business hours.

     (d)  Lessee  will  keep  the  Equipment   at  the  Equipment  Location
(specified in the applicable Schedule) and will  promptly  notify Lessor of
any  relocation  of Equipment.  Upon the written request of Lessor,  Lessee
will notify Lessor forthwith in writing of the location of any Equipment as
of the date of such notification.



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     (e)  Lessee will promptly and fully report to Lessor in writing if any
Equipment is lost or damaged (where the estimated repair costs would exceed
10% of its then fair market value), or is otherwise involved in an accident
causing personal injury or property damage.

     (f)  Within 60 days after any request by Lessor, Lessee will furnish a
certificate of an authorized officer of Lessee stating that he has reviewed
the activities of  Lessee  and  that,  to  the best of his knowledge, there
exists no default (as described in Section XII)  or event which with notice
or lapse of time (or both) would become such a default.

     V.   DELIVERY, USE AND OPERATION:

     (a)  All  Equipment shall be shipped directly  from  the  Supplier  to
Lessee.

     (b)  Lessee agrees that the Equipment will be used by Lessee solely in
the conduct of its  business  and in a manner complying with all applicable
federal, state, and local laws and regulations.

     (c)  WITHOUT THE PRIOR WRITTEN  CONSENT  OF  LESSOR,  LESSEE SHALL NOT
SUBLET,  ASSIGN,  TRANSFER,  PLEDGE  OR  HYPOTHECATE  THIS  AGREEMENT,  ANY
EQUIPMENT OR ANY INTEREST IN THIS AGREEMENT OR IN AND TO THE  EQUIPMENT  OR
PERMIT  ITS  RIGHTS UNDER THIS AGREEMENT TO BE SUBJECT TO ANY LIEN, CHARGE,
OR ENCUMBRANCE  OF  ANY  NATURE, NOR SHALL LESSEE REMOVE ANY EQUIPMENT FROM
THE COMMONWEALTH OF PUERTO RICO.

     (d)  Lessee will keep  the  Equipment  free and clear of all liens and
encumbrances other than those which result from acts of Lessor.

     VI.  SERVICE:

     (a)  Lessee will, at its sole expense, maintain each unit of Equipment
in  good operating order, repair, condition and  appearance  in  accordance
with manufacturer's recommendations, normal wear and tear excepted.  Lessee
shall, if at any time requested by Lessor, affix in a prominent position on
each  unit  of  Equipment  plates, tags or other identifying labels showing
ownership thereof by Lessee and Lessor's security interest therein.

     (b)  Lessee will not, without  the  prior  consent of Lessor, affix or
install  any  accessory,  equipment  or  device on any  Equipment  if  such
addition  will  impair the originally intended  function  or  use  of  such
Equipment.   All  additions,   repairs,   parts,   supplies,   accessories,
equipment,  and  devices  furnished,  attached  or affixed to any Equipment
which  are  not  readily removable shall be made only  in  compliance  with
applicable law; and  shall  become  subject  to the lien of Lessor.  Lessee
will  not,  without prior written consent of Lessor  and  subject  to  such
conditions as  Lessor  may  impose for its protection, affix or install any
Equipment to or in any other personal or real property.



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     (c)  Any alterations or  modifications  to  the Equipment that may, at
any time during the term of this Agreement, be required  to comply with any
applicable law, rule or regulation shall be made at the expense of Lessee.

     VII. STIPULATED  LOSS VALUE:  Lessee shall promptly and  fully  notify
Lessor in writing if any  unit  of  Equipment  shall be or become worn out,
lost,   stolen,   destroyed,   irreparably   damaged  in   the   reasonable
determination of Lessee, or permanently rendered  unfit  for  use  from any
cause  whatsoever  (such  occurrences  being  hereinafter  called "Casualty
Occurrences").   On  the  rental  payment  date next succeeding a  Casualty
Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of (x) the
Stipulated  Loss  Value  of such unit calculated  as  of  the  rental  next
preceding such Casualty Occurrence ("Calculation Date"); and (y) all rental
and other amounts which are  due  hereunder  as  of the Payment Date.  Upon
payment of all sums due hereunder, the term of this  lease  as to such unit
shall  terminate  and  (except  in the case of the loss, theft or  complete
destruction of such unit) Lessor shall be entitled to recover possession of
such unit.

     VIII. LOSS OR DAMAGE:  Lessee hereby assumes and shall bear the entire
risk  of  any  loss, theft, damage to,  or  destruction  of,  any  unit  of
Equipment from any  cause whatsoever from the time the Equipment is shipped
to the Lessee.

     IX.  INSURANCE:   Lessee  agrees,  at  its  own  expense,  to keep all
Equipment  insured for such amounts and against such hazards as Lessor  may
require, including,  but not limited to, insurance for damage to or loss of
such Equipment and liability  coverage  for  personal  injuries,  death  or
property  damage,  with  Lessor named as additional insured and with a loss
payable clause in favor of Lessor, as its interest may appear, irrespective
of any breach of warranty  or  other  act  or omission of Lessee.  All such
policies  shall be with companies, and on terms,  satisfactory  to  Lessor.
Lessee agrees  to  deliver  to Lessor evidence of insurance satisfactory to
Lessor.  No insurance shall be  subject to any co-insurance clause.  Lessee
hereby appoints Lessor as Lessee's  attorney-in-fact  to make proof of loss
and  claim  for  insurance,  and to make adjustments with insurers  and  to
receive payment of and execute  or  endorse all documents, checks or drafts
in connection with payments made as a  result  of  such insurance policies.
Any expense of Lessor in adjusting or collecting insurance  shall  be borne
by Lessee.  Lessee will not make adjustments with insurers except (i)  with
respect  to  claims  for  damage  to any unit of Equipment where the repair
costs do not exceed 1 0% of such unit's  fair  market  value,  or (ii) with
Lessor's  written consent.  Said policies shall provide that the  insurance
may not be altered or canceled by the insurer until after thirty (30) days'
written notice  to  Lessor.   Lessor  may, at its option, apply proceeds of
insurance, in whole or in part, to (i)  repair  or replace Equipment or any
portion  thereof,  or  (ii)  satisfy  any obligation of  Lessee  to  Lessor
hereunder.

     X.   RETURN OF EQUIPMENT:

     (a)  Upon  any expiration or termination  of  this  Agreement  or  any
Schedule, Lessee  shall promptly, at its own cost and expense:  (i) perform
any testing and repairs  required  to place the affected units of Equipment
in the same condition and appearance as when received by Lessee (reasonable
wear and tear excepted) and in good  working  order  for  their  originally



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intended  purpose;  (ii)  if  deinstallation,  disassembly  or  crating  is
required, cause such units to be deinstalled, disassembled and crated by an
authorized manufacturers' representative or such other service person as is
satisfactory to Lessor; and (iii) return such units to a location as Lessor
shall direct.

     (b)  Until  Lessee has fully complied with the requirements of Section
X(a) above, Lessee's  rent  payment  obligation  and  all other obligations
under this Agreement shall continue from month to month notwithstanding any
expiration  or  termination of the lease term.  Lessor may  terminate  such
continued leasehold interest upon ten (10) days notice to Lessee.

     XI.  DEFAULT:

     (a)  Lessor  may  in  writing  declare  this  Agreement in default if:
Lessee breaches its obligation to pay rent when due  and fails to cure said
breach within ten (10) days; Lessee breaches any of its  obligations  under
Article  X  of this Agreement; Lessee breaches any of its other obligations
under this Agreement  or any related document and fails to cure that breach
within  thirty (30) days  after  written  notice  thereof;  Lessee  becomes
insolvent or ceases to do business as a going concern; the Equipment or any
part thereof  is abused, seized, illegally used or misused; Lessee makes an
assignment for  the benefit of creditors; a petition in bankruptcy is filed
by or against Lessee  under any bankruptcy or insolvency laws; or, property
of Lessee is attached or  a  receiver  is  appointed  for  Lessee or any of
Lessee's property.  Such declaration shall apply to all Schedules except as
specifically excepted by Lessor.

     (b)  After default, at the request of Lessor, Lessee shall comply with
the  provisions of Section X(a).  Lessee hereby authorizes Lessor,  at  any
time after  declaration  of  Lessee's default, to enter, with legal process
and in accordance with applicable law, any premises where any Equipment may
be and take possession thereof.   Lessee  shall, upon demand, forthwith pay
to Lessor all amounts then due hereunder and,  as  liquidated  damages  for
loss  of  bargain  and  not  as  a  penalty,  an  amount equal to:  (i) the
Stipulated Loss Value of the Equipment (calculated  as  of  the rental next
preceding the declaration of default), and (ii) all rentals and  other sums
then due hereunder.  In accordance with applicable law (including,  without
limitation,  giving  the Lessee all notices required under applicable law),
Lessor may, but shall not be required to, sell the Equipment, at private or
public sale, in bulk or  in parcels without having the Equipment present at
the place of sale, and Lessor  may  bid  and  purchase;  or Lessor may, but
shall not be required to, re-lease or otherwise dispose of all or a part of
the Equipment.  The proceeds of sale, lease or other disposition,  if  any,
shall  be  applied  in the following order of priorities: (1) to pay all of
Lessor's costs, charges and expenses incurred in taking, removing, holding,
repairing and selling,  leasing  or otherwise disposing of Equipment; then,
(2) to the extent not previously paid by Lessee, to pay Lessor all sums due
from Lessee hereunder; then (3) to  reimburse to Lessee any sums previously
paid by Lessee as liquidated damages; and (4) any surplus shall be returned
to Lessee.  Lessee shall pay any deficiency in (1) and (2) forthwith.

     (c)  The foregoing remedies are cumulative, and any or all thereof may
be exercised in lieu of or in addition  to  each  other  or any remedies at
law, in equity, or under statute.  Lessee waives notice of  sale  or  other
disposition  (and the time and place thereof), and the manner and place  of


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any advertising.   Lessee shall pay all reasonable attorney's fees incurred
by Lessor in the exercise  of  any  or all remedies.  Waiver of any default
shall not be a waiver of any other or subsequent default.

     (d)  Any  default under the terms  of  this  or  any  other  agreement
between Lessor and  Lessee  may  be declared by Lessor a default under this
and any such other agreement.

     XII. ASSIGNMENT:  Lessor may,  without  the  consent of Lessee, assign
any or all of its rights in this Agreement.  Lessee  agrees  that if Lessee
receives written notice of an assignment from Lessor, Lessee will  pay  all
rent  and  all  other  amounts  payable  hereunder  to  such assignee or as
instructed by Lessor.  Lessee further agrees to confirm in  writing receipt
of the notice of assignment as may be reasonably requested by assignee.

     XIII.   NET  LEASE; NO SET-OFF, ETC:  This Agreement is a  net  lease.
Lessee's obligation  to  pay  rent and other amounts due hereunder shall be
absolute and unconditional.  Lessee  shall not be entitled to any abatement
or  reductions  of,  or  set-offs against,  said  rent  or  other  amounts,
including, without limitation,  those  arising  or allegedly arising out of
claims (present or future, alleged or actual, and  including claims arising
out of strict tort or negligence of Lessor) of Lessee  against Lessor under
this  Agreement  or otherwise.  Nor shall this Agreement terminate  or  the
obligations of Lessee  be affected by reason of any defect in or damage to,
or loss of possession, use or destruction of, any Equipment from whatsoever
cause.  It is the intention of the parties that rents and other amounts due
hereunder shall continue  to  be payable in all events in the manner and at
the times set forth herein unless  the  obligation to do so shall have been
terminated pursuant to the express terms hereof.

     XIV. INDEMNIFICATION:

     (a)  Lessee hereby agrees to indemnify, save and keep harmless Lessor,
its agents, employees, successors and assigns  from and against any and all
losses, damages, penalties, injuries, claims, actions  and suits, including
legal expenses, of whatsoever kind and nature, in contract or tort, whether
caused  by  the  active or passive negligence of Lessor or  otherwise,  and
including, but not  limited  to, Lessor's strict liability in tort, arising
out of (i) the selection, manufacture, purchase, acceptance or rejection of
Equipment, the ownership of Equipment  during  the  term of this Agreement,
and the delivery, lease, possession, maintenance, uses,  condition,  return
or  operation of Equipment (including, without limitation, latent and other
defects,  whether or not discoverable by Lessor or Lessee and any claim for
patent, trademark  or  copyright  infringement)  or  (ii)  the condition of
Equipment  sold  or  disposed  of  after  use  by Lessee, any sublessee  or
employees of Lessee.  Lessee shall, upon request,  defend any actions based
on, or arising out of, any of the foregoing.

     (b)  All of Lessor's rights, privileges and indemnities  contained  in
this  Section XIV shall survive the expiration or other termination of this
Agreement  and  the rights, privileges and indemnities contained herein are
expressly made for  the benefit of, and shall be enforceable by Lessor, its
successors and assigns.

     XV.  DISCLAIMER:    LESSEE  ACKNOWLEDGES  THAT  IT  HAS  SELECTED  THE
EQUIPMENT WITHOUT ANY ASSISTANCE  FROM  LESSOR,  ITS  AGENTS  OR EMPLOYEES.


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LESSOR  DOES  NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE  OR  HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR
ORAL, WITH RESPECT  TO  THE  EQUIPMENT  LEASED  HEREUNDER  OR ANY COMPONENT
THEREOF,   INCLUDING,  WITHOUT  LIMITATION,  ANY  WARRANTY  AS  TO  DESIGN,
COMPLIANCE  WITH  SPECIFICATIONS,  QUALITY  OF  MATERIALS  OR  WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT,
TRADEMARK OR  COPYRIGHT INFRINGEMENT, OR TITLE.  All such risks, as between
Lessor and Lessee,  are  to  be  borne  by  Lessee.   Without  limiting the
foregoing,  Lessor  shall have no responsibility or liability to Lessee  or
any other person with  respect  to  any of the following, regardless of any
negligence of Lessor (i) any liability, loss or damage caused or alleged to
be caused directly or indirectly by any  Equipment, any inadequacy thereof,
any  deficiency  or  defect (latent or otherwise)  therein,  or  any  other
circumstance  in  connection   therewith;   (ii)   the  use,  operation  or
performance  of  any  Equipment  or any risks relating thereto;  (iii)  any
interruption  of  service,  loss  of business  or  anticipated  profits  or
consequential  damages;  or  (iv)  the   delivery,   operation,  servicing,
maintenance, repair, improvement or replacement of any  Equipment.  If, and
so long as, no default exists under this Lease, Lessee shall be, and hereby
is,  authorized  during  the term of this Lease to assert and  enforce,  at
Lessee's sole cost and expense,  from  time to time, in the name of and for
the  account  of  Lessor  and/or Lessee, as  their  interests  may  appear,
whatever claims and rights  Lessor  may  have  against  any Supplier of the
Equipment.

     XVI. REPRESENTATIONS   AND   WARRANTIES  OF  LESSEE:   Lessee   hereby
represents and warrants to Lessor that  on  the date hereof and on the date
of execution of each Schedule:

     (a)  Lessee has adequate power and capacity to enter into, and perform
under, this Agreement and all related documents (together, the "Documents")
and is duly qualified to do business wherever  necessary  to  carry  on its
present  business  and  operations, including the jurisdiction(s) where the
Equipment is or is to be located.

     (b)  The Documents have  been  duly authorized, executed and delivered
by Lessee and constitute valid, legal  and  binding agreements, enforceable
in accordance with their terms, except to the  extent  that the enforcement
of remedies therein provided may be limited under applicable bankruptcy and
insolvency laws.

     (c)  No  approval,  consent or withholding of objections  is  required
from any Federal, Puerto Rico, local or any other governmental authority or
instrumentality with respect  to the entry into or performance by Lessee of
the Documents except such as have already been obtained.

     (d)  The entry into and performance  by  Lessee  of the Documents will
not:  (i)  violate  any  judgment, order, law or regulation  applicable  to
Lessee or any provision of  Lessee's  Certificate  of  Incorporation or By-
Laws; or (ii) result in any breach of, constitute a default under or result



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in the creation of any lien, charge, security interest or other encumbrance
upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank
loan or credit agreement or other instrument (other than this Agreement) to
which Lessee is a party.

     (e)  There are no suits or proceedings pending or threatened  in court
or  before any commission, board or other administrative agency against  or
affecting  Lessee, which will have a material adverse effect on the ability
of Lessee to  fulfill  its  obligations  under this Agreement, except those
reflected on Annex (F).

     (f)  The Equipment accepted under any Certificate of Acceptance is and
will remain tangible personal property.

     (g)  Each Balance Sheet and Statement  of  Income  delivered to Lessor
has   been  prepared  in  accordance  with  generally  accepted  accounting
principles,  and  since  the date of the most recent such Balance Sheet and
Statement of Income, there has been no material adverse change.

     (h)  If Lessee is a corporation,  Lessee  is  and will be at all times
validly  existing  and  in good standing under the laws  of  the  State  or
Commonwealth of its incorporation  (specified in the first sentence of this
Agreement).

     (i)  The Equipment will at all times be used legally for commercial or
business purposes and in such a manner  as  to  qualify for use of eligible
funds as that term is used in Regulation 3582 (or any Regulation which is a
successor  thereto),  issued  January  29, 1988, by the  Secretary  of  the
Treasury, Commonwealth of Puerto Rico, as amended.

     XVII. OWNERSHIP FOR TAX PURPOSES; GRANT  OF  SECURITY  INTEREST; USURY
          SAVINGS:

     (a)  For  income  tax  purposes, the parties hereto agree that  it  is
their mutual intention that Lessee  shall  be  considered  the owner of the
Equipment.  Accordingly, Lessor agrees (i) to treat Lessee as  the owner of
the  Equipment on its Puerto Rico and U.S. federal income tax return,  (ii)
not to  take  actions  or  positions inconsistent with such treatment on or
with respect to its federal  income  tax return, and (iii) not to claim any
tax benefits available to an owner of  the  Equipment on or with respect to
its federal income tax return.  The foregoing  undertakings by Lessor shall
not  be violated by Lessor's taking a tax position  inconsistent  with  the
forgoing  sentence  to  the extent such a position is required by law or is
taken through inadvertence  so  long  as  such  inadvertent tax position is
reversed by Lessor promptly upon its discovery.   Lessor  shall in no event
be  liable  to  Lessee  if  Lessee fails to secure any of the tax  benefits
available to the owner of the Equipment.

     (b)  Lessee hereby grants  to  Lessor a first security interest in the
Equipment,   together   with   all  additions,   attachments,   accessions,
accessories and accessions thereto whether or not furnished by the Supplier
of the Equipment and any and all  substitutions,  replacements or exchanges
therefor, and any and all insurance and/or other proceeds  of  the property
in and against which a security interest is granted hereunder.



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     (c)  It  is  the  intention  of the parties hereto to comply with  any
applicable usury laws to the extent  that  any Schedule is determined to be
subject to such laws; accordingly, it is agreed  that,  notwithstanding any
provision to the contrary in any Schedule or this Agreement,  in  no  event
shall any Schedule require the payment or permit the collection of interest
in  excess  of the maximum amount permitted by applicable law.  If any such
excess interest  is  contracted for, charged or received under any Schedule
or this Agreement, or  in the event that all of the principal balance shall
be prepaid, so that under  any of such circumstances the amount of interest
contracted for, charged or received  under  any  Schedule or this Agreement
shall exceed the maximum amount of interest permitted  by  applicable  law,
then  in  such event: (i) the provisions of this paragraph shall govern and
control, (ii)  neither  Lessee  nor  any  other  person  or  entity  now or
hereafter  liable  for  the  payment  hereof  shall be obligated to pay the
amount of such interest to the extent that it is  in  excess of the maximum
amount of interest permitted by applicable law, (iii) any such excess which
may  have  been collected shall be either applied as a credit  against  the
then unpaid  principal  balance or refunded to Lessee, at the option of the
Lessor, and (iv) the effective  rate  of  interest  shall  be automatically
reduced to the maximum lawful contract rate allowed under applicable law as
now or hereafter construed by the courts having jurisdiction  thereof.   It
is   further   agreed   that  without  limitation  of  the  foregoing,  all
calculations of the rate  of  interest  contracted for, charged or received
under any Schedule or this Agreement which  are  made  for  the  purpose of
determining  whether  such  rate exceeds the maximum lawful contract  rate,
shall be made, to the extent  permitted  by  applicable law, by amortizing,
prorating, allocating and spreading in equal parts during the period of the
full stated term of the indebtedness evidenced  hereby, all interest at any
time contracted for, charged or received from Lessee or otherwise by Lessor
in  connection  with  such  indebtedness; provided, however,  that  if  any
applicable law is amended, so  that it becomes lawful for Lessor to receive
a greater interest per annum rate  than  is  presently  allowed, the Lessee
agrees that, on the effective date of such amendment or preemption,  as the
case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended law.

     XVIII.    EARLY TERMINATION:

     (a)  On  or  after  the  First  Termination  Date  (specified  in  the
applicable  Schedule),  Lessee may, so long as no default exists hereunder,
terminate this Agreement as to all (but not less than all) of the Equipment
on such Schedule as of a  rent  payment  date  ("Termination Date") upon at
least 90 days prior written notice to Lessor.

     (b)  Lessee shall, and Lessor may, solicit cash bids for the Equipment
on an AS IS, WHERE IS BASIS without recourse to  or  warranty  from Lessor,
express or implied ("AS IS BASIS").  Prior to the Termination Date,  Lessee
shall  (i)  certify  to  Lessor any bids received by Lessee and (ii) pay to
Lessor (A) the Termination  Value  (calculated  as of the rental due on the
Termination Date) for the Equipment, and (B) all  rent  and  other sums due
and unpaid as of the Termination Date.

     (c)  Provided  that  all amounts due hereunder have been paid  on  the
Termination Date, Lessor shall (i) sell the Equipment on an AS IS BASIS for
cash to the highest bidder  and  (ii) refund the proceeds of such sale (net


                                9
<PAGE>

of any related expenses) to Lessee  up  to  the  amount  of the Termination
Value.   If  such sale is not consummated, no termination shall  occur  and
Lessor shall refund  the  Termination  Value (less any expenses incurred by
Lessor) to Lessee.

     (d)  Notwithstanding  the  foregoing,  Lessor  may  elect  by  written
notice,  at  any  time prior to the  Termination  Date,  not  to  sell  the
Equipment.  In that  event, on the Termination Date Lessee shall (i) return
the Equipment (in accordance  with  Section  XI) and (ii) pay to Lessor all
amounts required under Section XVIII(B) less the  amount of the highest bid
certified by Lessee to Lessor.

     XIX. EARLY PURCHASE OPTION:

     (a)  Provided that this Agreement has not been  earlier terminated and
provided further that Lessee is not in default under this  Agreement or any
other agreement between Lessor and Lessee.  Lessee may, UPON  AT  LEAST  30
DAYS  BUT  NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S
IRREVOCABLE  ELECTION  TO  EXERCISE SUCH OPTION, purchase all (but not less
than all) of the Equipment listed and described in any Schedule on any Rent
Payment Date following the First  Termination  Date  as  set  forth in such
Schedule, and prior to the date which is the scheduled expiration  of  such
Schedule  (the  "Early  Purchase  Date")  for  a  price  equal  to  (i) the
Termination  Value  (calculated  as  of  the  Early  Purchase Date) for the
Equipment,  and  (ii)  all  rent and other sums due and unpaid  as  of  the
Purchase Date (the "Early Option  Price"),  plus all applicable sales taxes
on an AS IS BASIS.  The purchase option granted by this subsection shall be
referred to herein as the "Early Purchase Option".

     (b)  If Lessee exercises its Early Purchase Option with respect to the
Equipment leased pursuant to any Schedule, then  on  the  respective  Early
Purchase  Date,  Lessee shall pay to Lessor any rent and other sums due and
unpaid on the Early  Purchase  Date  and  Lessee shall pay the Early Option
Price, plus all applicable sales taxes, to Lessor in cash.

     XX.  PURCHASE OPTION:

     (a)  So long as no default exists hereunder  and the Agreement has not
been  earlier  terminated, Lessee may at the scheduled  expiration  of  any
Schedule ("Expiration  Date"),  purchase all (but not less than all) of the
Equipment in such Schedule on an  AS  IS,  WHERE IS BASIS for cash equal to
the amount indicated in such Schedule (the "Option  Payment").   The Option
Payment  shall  be  due and payable in immediately available funds on  such
Expiration Date.

     (b)  Lessee shall  be  deemed  to  have  waived  this option unless it
provides Lessor with written notice of its irrevocable election to exercise
the same not less than 90 days prior to any respective Expiration Date.

     XXI. MISCELLANEOUS:

     (a)  Time  is of the essence of this Agreement.  Lessor's  failure  at
any time to require  strict  performance by Lessee of any of the provisions
hereof shall not waive or diminish  Lessor's  right  thereafter  to  demand


                                10
<PAGE>

strict  compliance  therewith.   Lessee  agrees,  upon Lessor's request, to
execute  any  instrument  necessary or expedient for filing,  recording  or
perfecting the interest of Lessor.

     (b)  THE PARTIES TO THIS  AGREEMENT HEREBY UNCONDITIONALLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL  OF  ANY  CLAIM  OR CAUSE OF ACTION BASED
UPON, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE
RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF  THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR  THE  RELATIONSHIP
THAT  IS  BEING  ESTABLISHED  BETWEEN  THEM.   The  scope of this waiver is
intended to be all encompassing of any and all disputes  that  may be filed
in any court (including, without limitation, contract claims, tort  claims,
breach  of  duty  claims,  and  all other common law and statutory claims).
THIS WAIVER IS IRREVOCABLE, MEANING  THAT  IT  MAY  NOT  BE MODIFIED EITHER
ORALLY  OR  IN  WRITING,  AND  THE  WAIVER  SHALL  APPLY  TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS  AGREEMENT,  ANY
RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION  OR  ANY RELATED TRANSACTION.  In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.

     (c)  All notices  required  to  be  given  hereunder  shall  be deemed
adequately  given  if sent by registered or certified mail to the addressee
at its address stated  herein, or at such other place as such addressee may
have designated in writing.   This  Agreement  and any Schedule and Annexes
thereto constitute the entire agreement of the parties  with respect to the
subject matter hereof.  NO VARIATION OR MODIFICATION OF THIS  AGREEMENT  OR
ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN
WRITING  AND  SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
Any provision in  any Schedule or in the Annexes thereto which expands upon
the terms and conditions  hereto  or  purports  to  amend  a  corresponding
provision in this Agreement shall only govern the particular lease  covered
in any such Schedule.

     (d)  In  case  of a failure of Lessee to comply with any provision  of
this Agreement, Lessor shall have the right, but shall not be obligated to,
effect such compliance,  in  whole  or  in  part;  and all moneys spent and
expenses and obligations incurred or assumed by Lessor  in  effecting  such
compliance  shall constitute additional rent due to Lessor within five days
after the date  Lessor sends notice to Lessee requesting payment.  Lessor's
effecting such compliance shall not be a waiver of Lessee's default.

     (e)  Lessee  acknowledges  that Lessor is unwilling to enter into this
Agreement or any Schedule, unless  this  Agreement  and  all  Schedules are
governed by the laws of the Commonwealth of Puerto Rico.  Accordingly, this
Agreement  and  any  Schedule  shall  not  be  binding  and effective until
executed and accepted by Lessor at its office in San Juan, Puerto Rico, and
this  Agreement  and  any  Schedule shall be governed by and  construed  in
accordance with the substantive  laws  of  the  Commonwealth of Puerto Rico
without regard for its choice of law provisions.

                                11
<PAGE>


     (f)  In  the  event  that  any of the parties hereto  file  a  lawsuit
against the other party arising out  of  this  Agreement,  both  Lessor and
Lessee  hereby  submit  to  the  jurisdiction of the United States District
Court for the District of Puerto Rico, or the Superior Court of Puerto Rico
located in the city of San Juan, Puerto Rico.

     (g)  The  Lessee,  in  case  the   Equipment  is  attached  to  secure
effectiveness of the judgment in a judicial  action  against Lessor, hereby
releases the Lessor of the requisite to post a bond, waives  the protection
of  any law requiring the posting of a bond and expressly agrees  that  the
proper Court may order and decree the attachment of the Equipment without a
bond.

THIS IS NOT A CONDITIONAL SALES CONTRACT.  PENALTIES APPLY IN CASE OF EARLY
TERMINATION.   DO NOT SIGN THIS AGREEMENT BEFORE READING IT OR IF THERE ARE
ANY BLANK SPACES IN THE AGREEMENT.  YOU HAVE THE RIGHT TO REQUEST A COPY OF
THIS AGREEMENT.

     IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their  duly  authorized  representatives  as  of the date first
above written.

LESSOR:                            LESSEE:

GENERAL ELECTRIC CAPITAL
CORPORATION OF PUERTO RICO


By:/S/ TOM<a'>S NIDO               By:/S/ RAFAEL NIN
   ----------------------------       --------------------------

Title: TOM<a'>S NIDO -PRESIDENT    Title: RAFAEL NIN - CHIEF EXECUTIVE OFFICER
       ------------------------           ------------------------------------

                                   By:/S/ DAVID VIRGINIA
                                      --------------------------
                                   Title: DAVID VIRGINIA - CHIEF FINANCIAL
                                                             OFFICER
                                          -------------------------------------







                                12


<PAGE>
                        EQUIPMENT SCHEDULE
                    (QUASI LEASE - FIXED RATE)

                         SCHEDULE NO.  1
                     DATED THIS April __, 1997
                 TO MASTER LEASE AGREEMENT (Quasi)
                    DATED AS OF APRIL 18, 1997



Lessor & Mailing Address           Lessee & Mailing Address


GENERAL ELECTRIC CAPITAL
CORPORATION OF PUERTO RICO         CARRETERA # 865 KM 0.4
___________________________        BARRIO CANDELARIA ARENAS
___________________________        TOA BAJA, P.R. 00949




Capitalized terms not defined herein shall have the meanings assigned to
them in the Master Lease Agreement identified above ("Agreement"; said
Agreement and this Schedule being collectively referred to as "Lease").

A.   EQUIPMENT

     Pursuant to the terms of the Lease, Lessor agrees to acquire and lease
to Lessee the Equipment listed on Annex A attached hereto and made a part
hereof.

B.   FINANCIAL TERMS

1.   Advance Rent (if any):         $             N/A .
2.   Capitalized Lessor's Cost:     $    2,391,154.78 .
3.   Basic Term Lease Rate Factor:            4.43162 .
4.   Daily Lease Rate Factor:                  .14772 .
5.   Basic Term (No. of Months):            24 MONTHS .
6.   Basic Term Commencement Date:           .
7.   Equipment Location:             BARRIO CANDELARIA ARENAS
                                     TOA BAJA. P.R. 00949.
8.   Lessee Federal Tax ID No.:           ###-##-#### .
9.   Supplier:                             DIXIE-NARCO.
10.  Last Delivery Date:                              .
11.  First Termination or Purchase Date:  TWENTY-FOUR (24)
                                         MONTHS AFTER THE
                                   BASIC TERM COMMENCEMENT DATE.
12.  Interest Rate:                  11.00 % per annum.
13.  Lessee agrees and acknowledges that the Capitalized Lessor's Cost of
     the Equipment as stated on the Schedule is equal to the fair market
     value of the Equipment on the date hereof.
14.  Option Payment:                          $1.00   .


<PAGE>



15.  Total Finance Charge:                $152,048.90 .
16.  Total Obligations:                 $2,543,203.68 .

C.   TERM AND RENT

1.   Interim Rent.  For the period from and including the Lease
     Commencement Date to the Basic Term Commencement Date ("Interim
     Period"), Lessee shall pay as rent ("Interim Rent") for each unit of
     Equipment, the product of the Daily Lease Rate Factor times the
     Capitalized Lessor's Cost of such unit times the number of days in the
     Interim Period.  Interim Rent shall be due on  N/A .

2.   Basic Term Rent.  Commencing on   MAY 17, 1997        and on the same
     day of each     MONTH  thereafter (each, a "Rent Payment Date") during
     the basic Term, Lessee shall pay as rent ("Basic Term Rent") the
     product of the Basic Term Lease Rate Factor times the Capitalized
     Lessor's Cost of all Equipment on this Schedule.

3.   Adjustment to Capitalized Lessor's Cost.  Lessee hereby irrevocably
     authorizes Lessor to adjust the Capitalized Lessor's Cost up or down
     by no more than 10% to account for equipment change orders, equipment
     returns, invoicing errors, and similar matters.  Lessee acknowledges
     and agrees that the Rent shall be adjusted as a result of such change
     in the Capitalized Lessor's Cost (pursuant to paragraphs 1 and 2
     above).  Lessor shall send Lessee a written notice stating the final
     Capitalized Lessor's Cost, if different from that disclosed on this
     Schedule.

D.   INSURANCE

1.   Public Liability:  $1,000,000 total liability per occurrence.

2.   Casualty and Property Damage:  An amount equal to the higher of the
     Stipulated Loss Value or the full replacement cost of the Equipment.

E.   INTEREST RATE:  Interest shall accrue from the Lease Commencement Date
     through and including the date of termination of the Lease.

F.   SECURITY DEPOSIT:  In consideration of, and as an inducement for
     Lessor to lease to Lessee the equipment listed on Annex A attached
     hereto, Lessee shall deposit and pledge with Lessor the sum of
     $597,788.69 and shall execute an agreement substantially in the form
     of Annex G hereto (the "Security Deposit Pledge Agreement").  Lessee
     acknowledges and agrees that should Lessor, in accordance with the
     terms of the Security Deposit Pledge Agreement, partially release any
     amount of such deposit, Lessor shall adjust the rent accordingly.

G.   PRE-PAYMENT:  Lessee may at any time prepay in whole or in part the
     Rent under this Schedule, for reasons of any adjustment or otherwise
     (except in an event of default), without penalty of any kind.
     (Including rule of 78).




                                2
<PAGE>


H.   REPORTS:  Only for purposes of the Equipment listed in Annex A hereto,
     Lessee shall report in writing if any such Equipment is lost or
     damaged where the estimated repair costs exceed 20% of its then fair
     market value.

     Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect.  This Schedule is not
binding or effective with respect to the Agreement or Equipment until
executed on behalf of Lessor and Lessee by authorized representatives of
Lessor and Lessee, respectively.


     IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first
above written.


LESSOR:                         LESSEE:

GENERAL ELECTRIC CAPITAL
CORPORATION OF PUERTO RICO      PEPSI COLA PUERTO RICO BOTTLING COMPANY


By:/S/ TOM<a'>S NIDO            By:/S/ RAFAEL NIN
   -----------------------         ----------------------------

Name:  TOM<a'>S NIDO            Name: RAFAEL NIN
     ---------------------           --------------------------

Title:  PRESIDENT               Title:  CHIEF EXECUTIVE OFFICER
      --------------------            -------------------------

Attest:                         By:/S/ DAVID VIRGINIA
                                   ----------------------------
By:/S/ JAIME ARIZA              Name:  DAVID VIRGINIA
   -----------------------           --------------------------

Name:/S/ JAIME ARIZA            Title:  CHIEF FINANCIAL OFFICER
     ---------------------            -------------------------



<PAGE>
                                  ANNEX A
                                    TO
                              SCHEDULE NO.  1
                         DATED THIS APRIL   , 1997
                     TO MASTER LEASE AGREEMENT (Quasi)
                        DATED AS OF APRIL 18, 1997

                      SUPPLIER(S) NAMES AND ADDRESSES
                      --------------------------------
                                Dixie Narco
                             Dixie Narco Blvd.
                           Williston, S.C. 29853



                         DESCRIPTION OF EQUIPMENT
                         ------------------------


<TABLE>
<CAPTION>           Type and 
                    Model of            Number of           Cost per       SERIAL 
MANUFACTURER        EQUIPMENT             UNITS               UNIT        NUMBERS 
------------        ----------          ---------           --------     ---------  
<S>                 <C>                 <C>                 <C>            <C>
</TABLE>



                    SEE ATTACHED EQUIPMENT LIST

















Initials:/S/ TOM<a'>S NIDO    /S/ DAVID VIRGINIA   /S/ RAFAEL NIN
         -----------------    ------------------   --------------
            Lessor                   Lessee            Lessee




<PAGE>
                                  ANNEX B
                                    TO
                             SCHEDULE NO.   1
                         DATED THIS APRIL   , 1997
                         TO MASTER LEASE AGREEMENT
                        DATED AS OF APRIL 18, 1997

                                 BILL OF SALE
                                 ------------


PEPSI COLA PUERTO RICO BOTTLING COMPANY ("Seller"), in consideration of the
sum of TWO MILLION THREE HUNDRED NINETY ONE THOUSAND ONE HUNDRED FIFTY FOUR
AND  SEVENTY  EIGHT CENTS ($2,391,154.78) paid by GE CAPITAL CORPORATION OF
PUERTO  RICO  (hereinafter  called  Buyer),  receipt  of  which  is  hereby
acknowledged, hereby  grants,  sells,  transfers  and delivers to Buyer the
equipment  described  below  (hereinafter  called  Equipment),  along  with
whatever claims and rights Seller may have against the  manufacturer and/or
Supplier of the Equipment, including but not limited to all  warranties and
representations.

EQUIPMENT DESCRIPTION
---------------------

                        SEE EQUIPMENT LIST

Buyer  is purchasing the Equipment for leasing back to the Seller  pursuant
to the Lease.   Seller represents and warrants to Buyer that (1) Buyer will
acquire by the terms  of this Bill of Sale good title to the Equipment free
from all liens and encumbrances  whatsoever;  (2)  Seller  has the right to
sell the Equipment; and (3) the Equipment has been delivered  to  Seller in
good   order   and  condition,  and  it  conforms  to  the  specifications,
requirements and standards applicable thereto.

Seller agrees to  save and hold harmless Buyer from and against any and all
federal, state, municipal  and  local license fees and taxes of any kind or
nature, including, without limiting  the  generality  of the foregoing, any
and  all  excise,  personal  property, use and sales taxes,  and  from  and
against any and all liabilities,  obligations,  losses, damages, penalties,
claims, actions, and suits resulting therefrom and  imposed  upon, incurred
by or asserted against Buyer as a consequence of the sale of the  Equipment
to,  or  the  ownership, possession, operation or use of the Equipment,  by
Seller.

Signed and executed  on  this  18 day of April, 1997, in __________, Puerto
Rico.

Buyer:  General Electric Capital Corporation of P.R.


By:/S/ TOM<a'>S NIDO
   -------------------------
   Tom<a'>s Nido - President

Seller:  Pepsi Cola Puerto Rico Bottling Company


By:/S/ RAFAEL NIN                         By:/S/ DAVID VIRGINIA
   ---------------------------------         --------------------------------
Rafael Nin - Chief Executive Officer         David Virginia - Chief Financial
                                               Officer




<PAGE>
                                  ANNEX C
                                    TO
                             SCHEDULE NO.   1
                         DATED THIS APRIL   , 1997
                     TO MASTER LEASE AGREEMENT (Quasi)
                        DATED AS OF APRIL 18, 1997

                         CERTIFICATE OF ACCEPTANCE

To:  GENERAL ELECTRIC CAPITAL CORPORATION OF P.R. ("Lessor")
     --------------------------------------------

     Pursuant to the provisions  of  the Master Lease Agreement (Quasi) and
Schedule No. 1 thereto, Lessee hereby  certifies  and warrants that (a) all
Equipment  listed below has been delivered on the delivery  date  specified
below; Lessee has inspected the Equipment, and all such testing as it deems
necessary has  been  performed by Lessee, Supplier or the manufacturer; and
Lessee accepts the Equipment  for  all  purposes of the Lease, the Purchase
Documents and all attendant documents.

     Lessee does further certify that as  of  the date hereof (i) Lessee is
not in default under the Lease; and (ii) the representations and warranties
made by Lessee pursuant to or under the Lease are  true  and correct on the
date hereof.

                     DESCRIPTION OF EQUIPMENT
                     ------------------------

<TABLE>
<CAPTION>

                                                Type and              
                                                Model of              Delivery
MANUFACTURER            SERIAL NUMBER           EQUIPMENT               DATE
------------            -------------           ---------             --------
<S>                     <C>                     <C>                     <C>





</TABLE>


                       SEE ATTACHED EQUIPMENT LIST


          /S/ DAVID VIRGINIA            /S/ RAFAEL NIN
          -------------------------     -------------------------
          Authorized Representative     Authorized Representative



Dated: 4/18/97




<PAGE>
                                  ANNEX D
                                    TO
                              SCHEDULE NO. __
                         DATED THIS APRIL   , 1997
                     TO MASTER LEASE AGREEMENT (Quasi)
                        DATED AS OF APRIL 18, 1997

               STIPULATED LOSS AND TERMINATION VALUE TABLE*

<TABLE>
<CAPTION>
     Date            Starting          TakeDowns           Debt            Interest          Principal         Remaining
                      Balance                             Service                                               Balance
<S>             <C>                <C>               <C>               <C>               <C>               <C>
      Apr-17-97               0.00      2,391,154.78              0.00              0.00              0.00      2,391,154.78
      May 17-97       2,391,154.78              0.00        105,966.82         11,936.13         94,030.69      2,297,124.09
      Jun-17-97       2,297,124.09              0.00        105,966.82         11,466.75         94,500.07      2,202,624.02
      Jul-17-97       2,202,624.02              0.00        105,966.82         10,995.03         94,971.79      2,107,652.23
      Aug-17-97       2,107,652.23              0.00        105,966.82         10,520.95         95,445.87      2,012,206.36
      Sep-17-97       2,012,206.36              0.00        105,966.82         10,044.50         95,922.32      1,916,284.04
      Oct-17-97       1,916,284.04              0.00        105,966.82          9,565.68         96,401.14      1,819,882.90
      Nov-17-97       1,819,882.90              0.00        105,966.82          9,084.47         96,882.35      1,723,000.55
      Dec-17-97       1,723,000.55              0.00        105,966.82          8,600.85         97,365.97      1,625,634.58
                                        ------------        ----------         ---------        ----------
                                        2,391,154.78        847,734.56         82,214.36        765,520.20

      Jan-17-98       1,625,634.58              0.00        105,966.82          8,114.82         97,852.00      1,527,782.58
      Feb-17-98       1,527,782.58              0.00        105,966.82          7,626.36         98,340.46      1,429,442.12
      Mar-17-98       1,429,442.12              0.00        105,966.82          7,135.47         98,831.35      1,330,610.77
      Apr-17-98       1,330,610.77              0.00        105,966.82          6,642.13         99,324.69      1,231,286.08
      May-17-98       1,231,286.08              0.00        105,966.82          6,146.32         99,820.50      1,131,465.58
      Jun-17-98       1,131,465.58              0.00        105,966.82          5,648.03        100,318.79      1,031,146.79
      Jul-17-98       1,031,146.79              0.00        105,966.82          5,147.26        100,819.56        930,327.23
      Aug-17-98         930,327.23              0.00        105,966.82          4,644.00        101,322.82        829,004.41
      Sep-17-98         829,004.41              0.00        105,966.82          4,138.21        101,828.61        727,175.80
      Oct-17-98         727,175.80              0.00        105,966.82          3,629.91        102,336.91        624,838.89
      Nov-17-98         624,838.89              0.00        105,966.82          3,119.06        102,847.76        521,991.13
      Dec-17-98         521,991.13              0.00        105,966.82          2,605.67        103,361.15        418,629.98
                                        ------------      ------------         ---------      ------------       
                                                0.00      1,271,601.84         64,597.24      1,207,004.60

      Jan-17-99         418,629.98              0.00        105,966.82          2,089.71        103,877.11        314,752.87
      Feb-17-99         314,752.87              0.00        105,966.82          1,571.18        104,395.64        210,357.23
      Mar-17-99         210,357.23              0.00        105,966.82          1,050.06        104,916.76        105,440.47
      Apr-17-99         105,440.47              0.00        105,966.82            526.35        105,440.47              0.00
                                                0.00        423,867.28          5,237.30        418,629.98
                                        ------------      ------------        ----------      ------------
          TOTAL                         2,391,154.78      2,543,203.68        152,048.90      2,391,154.78
                                        ============      ============        ==========      ============
</TABLE>

Initials:/S/ TOM<a'>S NIDO /S/ DAVID VIRGINIA /S/ RAFAEL NIN
         ----------------- ------------------ --------------
         Lessor             Lessee              Lessee

*In the event of prepayment or partial repayment we agree  to  use straight
amortization of principal & interest.

                                  

<PAGE>
                                  ANNEX E

                                CERTIFICATE
                                    OF
                           CORPORATE RESOLUTION
                                    OF
                  PEPSI-COLA PUERTO RICO BOTTLING COMPANY


     The  undersigned  hereby certifies that he is the Secretary of  Pepsi-

Cola Puerto Rico Bottling  Company,  a  corporation  validly  existing  and

organized  under  the  laws  of the State of Delaware, which Corporation is

presently subsisting and in good  standing  under  such  laws  and  is duly

qualified  to  conduct  its  business  in every jurisdiction where the laws

require it to be so qualified; that the  following  is  a true accurate and

compared transcript of resolutions duly adopted at a meeting  of  the Board

of  Directors of said Corporation duly held on the 13th day of February  of

1997,  at  which meeting a quorum was present and that the proceedings were

in accordance  with  the Articles and By-laws of said Corporation, and that

said resolutions have  not been amended, rescinded modified or revoked, and

are in full force and effect:

          "RESOLVED, that  each  of  Messrs.  Rafael  Nin and/or David
     Virginia be, and hereby is, authorized and empowered  in the name
     and  on  behalf  of  this Corporation to enter into, execute  and
     deliver  a  Master  Lease   Agreement   (Quasi),   between   this
     Corporation as lessee and GENERAL ELECTRIC CAPITAL CORPORATION OF
     PUERTO  RICO  (hereinafter  called  "Lessor") as lessor, and such
     Schedules as may be now or hereafter  attached thereto, providing
     for the leasing to (or sale and leaseback by) this Corporation of
     certain equipment; and

          FURTHER  RESOLVED,  that  each of said  Messrs.  Nin  and/or
     Virginia be, and hereby is authorized  and  empowered in the name
     and  on  behalf  of this Corporation to enter into,  execute  and
     deliver any documents  which  are  necessary  or  appropriate  to
     effectuate  the  lease  (or sale and leaseback) of equipment from
     Lessor (including, without  limitation, bills of sale in the case
     of any sale-leaseback); and

          FURTHER  RESOLVED, that each  of  said  Messrs.  Nin  and/or
     Virginia be, and  hereby  is,  authorized and empowered to do and
     perform  all  other  acts and deeds  that  may  be  necessary  or


<PAGE>

     appropriate in connection  with the lease (or sale and leaseback)
     of  equipment  from Lessor (including,  without  limitation,  the
     delegation of authority  to perform any such acts or deeds to any
     employee of this Corporation).

     IN WITNESS WHEREOF, I have  set  my  hand and affixed the seal of said

Corporation this 17th day of April, 1997.



(CORPORATE SEAL)                   /S/ LAWRENCE ODELL
                                   -----------------------------
                                           Secretary





                                2



<PAGE>
                                  ANNEX F
                                    TO
                             SCHEDULE NO.   1
                         DATED THIS APRIL 18, 1997
                     TO MASTER LEASE AGREEMENT (QUASI)
                        DATED AS OF APRIL 18, 1997

                            PENDING LITIGATION
                            ------------------

I.   SHAREHOLDER'S SUITS

     1.   ROBERT AND ILENE WEISS V. PEPSI-COLA  PUERTO  RICO  BOTTLING CO.,
CHARLES  H.  BEACH AND RAPHAEL V. FARACE, Civil Action no. 96-2290  in  the
United States District Court, Southern District  of Florida.

     2.   THE  GREAT NECK CAPITAL APPRECIATION INVESTMENT PARTNERSHIP, L.P.
AND SAM TAVE V.  CHARLES  H.  BEACH, RAFAEL V. FARACE AND PEPSI-COLA PUERTO
RICO BOTTLING COMPANY, Case Number  96-8578  in  the United States District
Court, Southern District of Florida.

     3.   ANNABELLA SYKES RAY, ON BEHALF OF HERSELF AND ALL OTHER SIMILARLY
SITUATED   V.   PEPSI-COLA  PUERTO  RICO  BOTTLING  COMPANY,   A   DELAWARE
CORPORATION, CHARLES  H. BEACH AND RAFAEL V. FARACE, Case Number 96-8590 in
the United States District Court, Southern District of Florida.

     4.   LOUIS GOLDSTEIN  V.  PEPSI-COLA  PUERTO  RICO  BOTTLING  COMPANY,
CHARLES H. BEACH, MICHAEL J. GERRITS AND RAFAEL V. FARACE, Civil Action No.
96-4010, in the United States District Court, Eastern District of New York.

     5.   JOSEPH  SHAKEN,  ON  BEHALF  OF  HIMSELF AND ALL OTHERS SIMILARLY
SITUATED  V. PEPSI-COLA PUERTO RICO BOTTLING  COMPANY,  CHARLES  H.  BEACH,
MICHAEL J. GERRITS AND RAFAEL V. FARACE, Civil Action Number 96-8712 in the
Untied  States  District  Court,  Southern  District  of  Florida  Northern
Division.

     6.   LUIS  A.  RIVERA  POMALES;  ROSS I. QUINTANA; FRANK FERN<a'>NDEZ;
TALLABOA HEAVY EQUIPMENT CORP.; NELSON  CAPOT<e'>;  MYRTA OCEGUERA; EVENCIO
RODRIGUEZ   V.  PEPSI-COLA  PUERTO  RICO  BOTTLING  COMPANY;   PAINEWEBBER,
INCORPORATED;  OPPENHEIMER & CO., INC. KMPG PEAT MARWICK, KPMG PEAT MARWICK
LLP;  KPMG FINSTERBUSCH  PICKENHAYN  SIBILLE;  CHARLES  H.  BEACH;  MICHAEL
GERRITS;  JAMES  C.  KEAVNEY;  JOHN  W.  BECK;  CHARLES  R.  KRAUSER; ANTON
SCHEDLBAUER; C. LEON TIMOTHY; RAYMOND ULRICH; ABC, INC., DEF, INC.; MR. AND
MRS.  Y,  Civil  No. 96-1997, in the United States District Court  for  the
District of Puerto Rico.

     7.   SWEETWATER  INVESTMENTS  V. CHARLES H. BEACH, MICHAEL J. GERRITS,
RAFAEL V. FARACE AND PEPSI-COLA PUERTO  RICO  BOTTLING  COMPANY, Civil Case
No.  96-8671  in  the  United States District Court, Southern  District  of
Florida.



<PAGE>

     8.   JOSEPH SINGER  V. CHARLES H. BEACH, MICHAEL J. GERRITS, RAFAEL V.
FARACE AND PEPSI-COLA BOTTLING  COMPANY,  Civil  Case  No.  96-2459  in the
United States District Court, Southern District of Florida.

     9.   TURABO  MEDICAL  CENTER;  HARZAN  MORTGAGE;  SARA  PONS; VIRGILIO
CARDONA  DE LA OBRA, CHARLIE LA COSTA; MIGUEL A. ORTIZ FLORES,  TRUSTEE  OF
MIGUEL A.  ORTIZ  FLORES  KEOGH  PLAN;  HIPOLITO MIRANDA; C<e'>SAR A. CRUZ;
DAVID  W.  TSAO  AND  VIVIAN CHEN; LUZ CORREA;  H<e'>CTOR  V<e'>LEZ;  PADRE
ZERVIGNON, ELSA CASTRO  P<e'>REZ;  DR.  ROBERTO  RODRIGUEZ  V<e'>LEZ; OSCAR
RIVERA  AND  ANABEL A. RIVERA; DIANA NAZARIO; KEN SHING FUNG AND  MUI  CHUN
WONG; ORLANDO  MARRERO  SANTIAGO; MARCOS BANDRICH; ALFREDO GAROIS SASCO AND
WILMA BORDOY OTERO, ERNESTO  IGLESIAS, RODFAM INVESTMENTS, INC., V. CHARLES
H. BEACH; MICHAEL J. GERRITS;  RAFAEL V. FARACE; AND PEPSI-COLA PUERTO RICO
BOTTLING COMPANY, Civil Action No.  96-2250,  in the United States District
Court for the District of Puerto Rico.

II.  INVESTIGATIONS

     1.   IN  THE MATTER OF PEPSI-COLA PUERTO RICO  BOTTLING  COMPANY  (HO-
3199), investigation by the Securities Exchange Commission,


III. OTHER LITIGATION

     1.   Litigation  and  jury  determination  entered  against Pepsi-Cola
Puerto Rico Bottling Company, Velco and other defendants related  to  a car
collision in Road 165 by the relatives of Julio Elvin Ruiz Cintr<o'>n,  his
wife,  Yolanda I. Rivera, their son and Jose Davis Rivera Concepci<o'>n and
Damaris Adorno D<a'>vila.

     2.   JOS<e'>  ALVAREZ  FONSECA  V.  PEPSI-COLA  PUERTO  RICO  BOTTLING
COMPANY, Case No. 95-2033 (PG) in the United States District Court for  the
District of Puerto Rico.

     3.   DAVID  RIVERA  ENCARNACI<o'>N  V. PEPSI-COLA PUERTO RICO BOTTLING
COMPANY, Civil No. KDP-94-1098.

     4.   JAIME MONTERO V. PEPSI-COLA PUERTO  RICO  BOTTLING  COMPANY, Case
No. KPE-95-0498.

     5.   LUZ  ORTIZ V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY,  Case  No.
FAC-96-0433 (401).





<PAGE>
                                  ANNEX G
                                     TO
                                SCHEDULE NO.  1
                          DATED THIS April 18, 1997
                     TO MASTER LEASE AGREEMENT (Quasi)
                         DATED AS OF April 18, 1997


                     SECURITY DEPOSIT PLEDGE AGREEMENT
                     ---------------------------------

                                  (Lease)


     THIS SECURITY  DEPOSIT PLEDGE AGREEMENT (THIS "AGREEMENT") is made and
entered into as of the  18  day  of  April,  1997 by and between PEPSI COLA
PUERTO  RICO BOTTLING COMPANY, a Delaware corporation  with  its  principal
place of  business  at Carretera # 865 Km 0.4 Barrio Candelaria Arenas, Toa
Baja, PR ("LESSEE") and  General  Electric  Capital  Corporation  of Puerto
Rico, a foreign corporation, with its principal place of business at  Cond.
Torre De La Reina, 450 Ponce De Leon Ave San Juan, PR 00901 ("LESSOR").

     In  consideration  of,  and  as  an  inducement for Lessor to lease to
Lessee  certain equipment under the Master Lease  Agreement,  dated  as  of
April 18,  1997  (the "MASTER LEASE AGREEMENT AND SCHEDULE 1, INCLUDING ALL
ANNEXES THERETO, ARE HEREINAFTER REFERRED TO AS "LEASE"), and to secure the
payment and performance  of  all  of  Lessee's obligations under the Lease,
Lessee hereby deposits and pledges with  Lessor  the  sum  of  FIVE HUNDRED
NINETY  SEVEN  THOUSAND  SEVEN  HUNDRED  EIGHTY  EIGHT  DOLLARS  AND 69/100
($597,788.69)  (the  "Collateral"),  such  pledge to be upon the terms  and
conditions set forth below:

     1.   Lessee  delivers  the Collateral to  Lessor  to  secure  Lessee's
performance of its obligations  under the Lease, including, but not limited
to, the timely payment of Rent;

     2.   The Collateral deposited  with  Lessor shall not accrue interest.
Lessor may commingle the Collateral with its other funds.

     3.   After any default by Lessee under the Lease and while the same is
continuing, upon, or at any time after said  default,  Lessor may apply the
Collateral towards the satisfaction of Lessee's obligations under the Lease
and the payment of all costs and expenses incurred by Lessor as a result of
such default, including but not limited to, costs of repossessing equipment
and attorneys' fees.  Such application shall not excuse  the performance at
the time and in the manner prescribed of any obligation of Lessee or cure a
default  of Lessee.  Upon the application by Lessor of any  amount  of  the
Collateral  pursuant  to  the  terms  of  this  paragraph,  Lessee shall be
obligated  to immediately pay to Lessor an amount sufficient to  cause  the
Collateral to  equal the amount first set forth above.  Notwithstanding the
foregoing, on or  about  six  months  from  the  date  hereof, Lessor shall
consider  the  partial  release of the Collateral in order  to,  from  that
moment on, always maintain  the  deposit  at  approximately 25% of the then


<PAGE>


outstanding  balance  on  the  Lease.   This  partial   release   shall  be
conditioned upon Lessee's compliance with the terms of this Lease and that,
in  Lessor's  sole  opinion,  no  material  adverse  change has occurred in
Lessee's financial condition.

     4.   Lessor shall have no duty to first commence  an action against or
seek  recourse  from  Lessee,  in the event of a default under  the  Lease,
before enforcing the provisions of, and proceedings under the provisions of
this Agreement.  The obligations  of  Lessee  under this Agreement shall be
absolute  and  unconditional  and shall remain in  full  force  and  effect
without regard to, and shall not  be  released  or discharged or in any way
affected by:

          (a)  any amendment or modification of or supplement to the Lease;

          (b)  any  exercise  or  non-exercise  of  any  right,  remedy  or
     privilege under or in respect to this Agreement,  the  Lease,  or  any
     other  instrument  provided  for in the Lease, or any waiver, consent,
     explanation, indulgence or actions  or  inaction  with  respect to any
     such instrument; or

          (c)  any  bankruptcy,  reorganization, arrangement, readjustment,
     composition, liquidation or similar proceeding of Lessee.

     5.   Upon the termination of  the Lease and the satisfaction of all of
the obligations of Lessee thereunder,  Lessor  shall  deliver to Lessee the
Collateral  (less any portion of same cashed, sold, assigned  or  delivered
pursuant to and  under the conditions specified in paragraph 3 hereof), and
this Agreement shall thereupon be without further effect.

     IN WITNESS WHEREOF,  the  parties hereto have caused this Agreement to
be executed as of the date first above written.

LESSOR:                                   LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION OF   PEPSI COLA P.R. BOTTLING COMPANY
PUERTO RICO


BY:/S/ TOM<a'>S NIDO                      By:/S/ RAFAEL NIN
   ------------------------------            ------------------------

Title: TOM<a'>S NIDO - PRESIDENT          Title: RAFAEL NIN - CHIEF EXECUTIVE
       --------------------------                             OFFICER
                                                -----------------------------

Lessee:

Pepsi Cola P.R. Bottling Company

By:/S/ DAVID VIRGINIA
   -------------------------

Title: DAVID VIRGINIA - CHIEF FINANCIAL OFFICER
      -----------------------------------------




<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000        PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421107
               63421163
               63421171
               63421211
               63421225
               63421226
               63421227
               63421243
               63421245
               63421250
               63421251
               63421257
               63421258
               63421262
               63421265
               63421267
               63421269
               63421270
               63421289
               63421291
               63421314
               63421342
               63421408
               63421412
               63421422
               63421429
               63421433
               63421436
               63421445
               63421449


                                3
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421189
               63421297
               63421298
               63421302
               63421303
               63421304
               63421306
               63421315
               63421317
               63421318
               63421320
               63421321
               63421324
               63421334
               63421335
               63421340
               63421341
               63421343
               63421349
               63421352
               63421361
               63421362
               63421364
               63421365
               63421367
               63421375
               63421378
               63421380
               63421384
               63421387




                                4
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421239
               63421277
               63421286
               63421312
               63421322
               63421325
               63421328
               63421333
               63421337
               63421344
               63421353
               63421355
               63421360
               63421374
               63421382
               63421390
               63421393
               63421395
               63421397
               63421399
               63421401
               63421404
               63421405
               63421406
               63421413
               63421414
               63421418
               63421419
               63421423
               63421432


                                5
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420865
               63420925
               63420957
               63420959
               63420967
               63420971
               63420973
               63420974
               63420981
               63420985
               63420991
               63421011
               63421018
               63421019
               63421021
               63421022
               63421023
               63421027
               63421029
               63421033
               63421035
               63421045
               63421046
               63421048
               63421055
               63421059
               63421063
               63421081
               63421202
               63421234


                                6
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420793
               63421010
               63421018
               63421131
               6342113?
               63421138
               63421148
               63421152
               63421155
               63421165
               63421170
               63421175
               63421176
               63421179
               63421182
               63421183
               63421184
               63421185
               63421188
               63421193
               63421197
               63421203
               63421204
               63421205
               63421212
               63421214
               63421228
               63421240
               63421247
               63421255



                                7
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421216
               63421223
               63421238
               63421242
               63421366
               63421370
               63421376
               63421379
               63421381
               63421386
               63421398
               63421402
               63421417
               63421425
               63421426
               63421435
               63421438
               63421440
               63421441
               63421446
               63421447
               63421452
               63421454
               63421455
               63421456
               63421461
               63421462
               63421467
               63421469
               63421470


                                8
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420882
               63421052
               63421053
               63421067
               63421076
               63421077
               63421079
               63421082
               63421083
               63421090
               63421095
               63421098
               63421103
               63421104
               63421105
               63421106
               63421111
               63421118
               63421120
               63421125
               63421126
               63421127
               63421129
               63421130
               63421132
               63421134
               63421137
               63421141
               63421142
               63421160


                                9
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>

               63420786
               63420812
               63420931
               63420976
               63421351
               63421371
               63421388
               63421396
               63421400
               63421424
               63421427
               63421428
               63421430
               63421434
               63421437
               63421442
               63421444
               63421448
               63421450
               63421451
               63421453
               63421457
               63421458
               63421459
               63421460
               63421463
               63421464
               63421465
               63421466
               63421468



                                10
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421271
               63421301
               63421319
               63421329
               63421330
               63421336
               63421339
               63421346
               63421350
               63421354
               63421357
               63421359
               63421372
               63421373
               63421383
               63421385
               63421389
               63421391
               63421392
               63421394
               63421403
               63421407
               63421409
               63421410
               63421411
               63421415
               63421416
               63421420
               63421421
               63421431


                                11
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421181
               63421220
               63421224
               63421231
               63421233
               63421252
               63421254
               63421260
               63421261
               63421263
               63421264
               63421266
               63421268
               63421273
               63421274
               63421279
               63421280
               63421281
               63421282
               63421285
               63421287
               63421288
               63421290
               63421292
               63421293
               63421295
               63421348
               63421368
               63421439
               63421443


                                12
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421229
               63421272
               63421275
               63421276
               63421278
               63421284
               63421294
               63421296
               63421299
               63421300
               63421305
               63421307
               63421308
               63421309
               63421310
               63421311
               63421313
               63421316
               63421323
               63421326
               63421327
               63421331
               63421332
               63421338
               63421345
               63421347
               63421356
               63421358
               63421363
               63421369


                                13
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63141048
               63141049
               63141050
               63141058
               63141060
               63141066
               63141068
               63141072
               63141075
               63141077
               63141079
               63141083
               63141086
               63141088
               63141089
               63141090
               63141100
               63141101
               63141125
               63141130
               63141135
               63141137
               63141138
               63141141
               63141142
               63141145


                                14
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63141052
               63141053
               63141055
               63141056
               63141059
               63141069
               63141080
               63141082
               63141087
               63141095
               63141102
               63141103
               63141105
               63141107
               63141123
               63141124
               63141132
               63141134
               63141136
               63141139
               63141140
               63141143
               63141146
               63141147
               63141148
               63141150


                                15
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63141062
               63141063
               63141064
               63141065
               63141067
               63141071
               63141073
               63141076
               63141081
               63141091
               63141092
               63141093
               63141108
               63141109
               63141110
               63141111
               63141112
               63141113
               63141114
               63141115
               63141116
               63141118
               63141120
               63141121
               63141122
               63141126



                                16
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63141051
               63141054
               63141057
               63141061
               63141070
               63141074
               63141078
               63141084
               63141085
               63141094
               63141096
               63141097
               63141098
               63141099
               63141104
               63141106
               63141117
               63141119
               63141127
               63141128
               63141129
               63141131
               63141133
               63141144
               63141149
               63141151


                                17
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420994
               63421060
               63421065
               63421144
               63421154
               63421164
               63421168
               63421167
               63421172
               63421173
               63421174
               63421177
               63421178
               63421180
               63421186
               63421187
               63421190
               63421191
               63421195
               63421196
               63421198
               63421199
               63421200
               63421206
               63421207
               63421210
               63421213
               63421215
               63421221
               63421222


                                18
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420878
               63420923
               63420924
               63420932
               63420945
               63420965
               63421009
               63421032
               63421034
               63421038
               63421047
               63421049
               63421051
               63421057
               63421062
               63421064
               63421066
               63421069
               63421070
               63421073
               63421080
               63421085
               63421091
               63421096
               63421099
               63421100
               63421101
               63421115
               63421123
               63421133


                                19
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63421072
               63421084
               63421092
               63421108
               63421112
               63421117
               63421119
               63421121
               63421122
               63421128
               63421135
               63421136
               63421139
               63421140
               63421143
               63421146
               63421147
               63421149
               63421150
               63421151
               63421153
               63421156
               63421157
               63421158
               63421159
               63421161
               63421162
               63421168
               63421169
               63421377


                                20
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420881
               63420943
               63420954
               63420960
               63420964
               63421025
               63421026
               63421040
               63421042
               63421050
               63421054
               63421056
               63421058
               63421061
               63421068
               63421071
               63421074
               63421075
               63421078
               63421087
               63421088
               63421089
               63421094
               63421097
               63421109
               63421110
               63421113
               63421114
               63421116
               63421145

                                21
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420788
               63420888
               63420969
               63420970
               63420977
               63420978
               63420979
               63420982
               63420995
               63420996
               63420998
               63421000
               63421001
               63421006
               63421007
               63421008
               63421012
               63421014
               63421015
               63421016
               63421017
               63421020
               63421024
               63421028
               63421030
               63421036
               63421037
               63421039
               63421041
               63421043

                                22
</TABLE>
<PAGE>
                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420822
               63420852
               63420858
               63420877
               63420883
               63420891
               63420909
               63420920
               63420933
               63420935
               63420936
               63420937
               63420941
               63420942
               63420946
               63420947
               63420953
               63420955
               63420961
               63420966
               63420980
               63420983
               63420990
               63420992
               63420993
               63420997
               63420999
               63421002
               63421003
               63421004


                                23
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420795
               63420799
               63420827
               63420829
               63420847
               63420859
               63420861
               63420863
               63420867
               63420869
               63420871
               63420873
               63420876
               63420879
               63420887
               63420893
               63420898
               63420899
               63420904
               63420905
               63420907
               63420908
               63420911
               63420913
               63420914
               63420915
               63420917
               63420918
               63420930
               63420950


                                24
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420784
               63420785
               63420790
               63420792
               63420831
               63420838
               63420851
               63420857
               63420860
               63420866
               63420868
               63420870
               63420872
               63420874
               63420875
               63420880
               63420885
               63420886
               63420890
               63420894
               63420895
               63420901
               63420916
               63420922
               63420927
               63420928
               63420951
               63420952
               63420963
               63420986


                                25
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420791
               63420798
               63420801
               63420804
               63420813
               63420821
               63420824
               63420825
               63420832
               63420834
               63420844
               63420864
               63420889
               63420892
               63420896
               63420900
               63420902
               63420903
               63420906
               63420910
               63420912
               63420919
               63420926
               63420929
               63420938
               63420940
               63420944
               63420948
               63420949
               63420956


                                26
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420781
               63420783
               63420789
               63420794
               63420800
               63420810
               63420815
               63420816
               63420817
               63420830
               63420836
               63420839
               63420845
               63420850
               63420853
               63420854
               63420855
               63420856
               63420884
               63420897
               63420921
               63420934
               63420939
               63420958
               63420972
               63420975
               63420984
               63420987
               63420988
               63420989



                                27
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420782
               63420787
               63420796
               63420797
               63420802
               63420803
               63420805
               63420806
               63420807
               63420808
               63420809
               63420811
               63420814
               63420818
               63420819
               63420820
               63420823
               63420826
               63420828
               63420833
               63420835
               63420837
               63420840
               63420841
               63420842
               63420843
               63420846
               63420848
               63420849
               63420862


                                28
</TABLE>
<PAGE>

                              EQUIPMENT LIST
                             DIXIE-NARCO, INC.
                               PACKING LIST

 SOLD PEPSI COLA FOOD SERVICE           SHIP  PEPSI COLA FOOD SERVICE
  TO  AVE SIMON MADERA #26              TO   AVE SIMON MADERA #26

      RIO PIEDRAS    00924              RIO PEDRAS   00924
      PUERTO RICO     0000000000         PUERTO RICO     0000000000


<TABLE>
<CAPTION>
QTY            PRODUCT NUMBER           QUANTITY            DESCRIPTION
               CATALOG NUMBER           ORDERED
<S>                <C>                   <C>                   <C>
               63420962
               63420968
               63421005
               63421044
               63421086
               63421093
               63421102
               63421124
               63421192
               63421194
               63421201
               63421208
               63421209
               63421217
               63421218
               63421219
               63421230
               63421232
               63421235
               63421236
               63421237
               63421241
               63421244
               63421246
               63421248
               63421249
               63421253
               63421256
               63421259
               63421283


                                29
</TABLE>
<PAGE>