<PAGE>

                                                                   EXHIBIT 10.16

                                                                    Puerto Rico
                                                                    All Brands

                     INTERNATIONAL MASTER BOTTLING AGREEMENT

                                     Between

                                  PEPSICO, INC.

                                       and

                               PEPSIAMERICAS, INC.


<PAGE>


                     INTERNATIONAL MASTER BOTTLING AGREEMENT

     THIS  AGREEMENT,  (this  "Agreement")  effective as of October 15, 1999, is
made and entered into by and between PEPSICO,  INC., a corporation organized and
existing  under the laws of the State of North  Carolina  having  its  principal
place of business in  Purchase,  New York (the  "Company"),  and  PepsiAmericas,
Inc.,  a  corporation  organized  and  existing  under  the laws of the State of
Delaware  having its  principal  place of business in  Memphis,  Tennessee  (the
"Bottler").

                              W I T N E S S E T H :

WHEREAS

A.   The Company  manufactures and sells the concentrates  (the  "Concentrates")
     for the Beverages (as hereinafter  defined).  The Company authorizes others
     to manufacture the syrups prepared from the  Concentrates for the Beverages
     (the  "Syrups")  and to  manufacture  from the Syrups and sell the fountain
     syrup and the bottle and canned soft drinks  identified  on Schedule A (the
     fountain syrup and the bottle and canned soft drinks identified on Schedule
     A, as modified  from time to time under  paragraphs 21 and 22, are together
     referred to herein as the "Beverages").  The formulas for the Concentrates,
     Syrups and Beverages constitute trade secrets owned by the Company;

B.   The  Company is the owner of  certain  proprietary  intellectual  property,
     including, without limitation,  trademarks, trade dress, logos, designs and
     slogans,  used in connection with the brands listed in Schedule A (together
     with such other trademarks as may be authorized by the Company from time to
     time  for   current  use  by  the  Bottler   under  this   Agreement,   the
     "Trademarks"),  which,  among other things,  identify and  distinguish  the
     Concentrates and the Beverages;

                                       2
<PAGE>

C.   The  primary  business  of  the  Bottler  is to  act  as a  Bottler  of the
     Beverages,  either directly pursuant to certain agreements with the Company
     (collectively, together with all amendments thereto, the "Existing Bottling
     Appointments"),  or  indirectly  through one or more  persons  controlling,
     controlled  by or under  common  control  with the  Bottler  (the  "Bottler
     Affiliates");

D.   The reputation of the Beverages as being of consistently  superior  quality
     has been a major  factor  in  stimulating  and  sustaining  demand  for the
     Beverages,  and special technical skill and constant  diligence on the part
     of the Bottler and the Company are  required in order for the  Beverages to
     maintain the excellence that consumers expect; and

E.   Conditions  affecting the  production,  sale and  distribution of Beverages
     have   changed    since   the   Company   and   the    Bottler,    or   its
     predecessors-in-interest,  entered into the Existing Bottling Appointments,
     and as a  consequence,  the  Company  and the  Bottler  desire to amend the
     Existing  Bottling  Appointments,   the  terms  of  the  Existing  Bottling
     Appointments,  as so amended,  being  replaced  and restated in the form of
     this Agreement;

     NOW THEREFORE,  for and in consideration of the mutual covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the Company and the Bottler agree as follows:

                                    ARTICLE I

                                The Authorization

1.   The  Company  authorizes  the  Bottler,  and  the  Bottler  undertakes,  to
     manufacture  and  package  the  Beverages  and to  distribute  and sell the
     Beverages only in Authorized Containers,  as hereinafter defined, under the
     Trademarks  in  and  throughout  the  territory  described  in  Schedule  B
     (together with any territories added under paragraph 31, and subject to the
     possible   elimination   of   subterritories   under   paragraph   29,  the
     "Territory"). The Bottler may conduct any of the activities with respect to
     which it is  authorized  or  appointed  and satisfy any duty or  obligation
     imposed upon it under this Agreement through  subsidiaries in which Bottler
     owns at least fifty-one  percent (51%) of the outstanding  stock and voting
     power  (whether  such  ownership is direct or indirect)  provided  that the
     Bottler shall remain  responsible  for all  obligations  imposed under this
     Agreement

                                       3
<PAGE>

2.   The Company will, from time to time, in its discretion,  approve containers
     of certain types,  sizes, shapes and other  distinguishing  characteristics
     (collectively, subject to any additions, deletions and modifications by the
     Company, the "Authorized Containers").  A list of Authorized Containers for
     each  Beverage  will be provided by the Company to the Bottler,  which list
     may be amended by the Company from time to time by additions,  deletions or
     modifications.  The Bottler is authorized to use only Authorized Containers
     in the  manufacture,  distribution  and sale of the Beverages.  The Company
     reserves the right to withdraw from time to time its approval of any of the
     Authorized  Containers  upon six (6) months notice to the Bottler,  and, in
     such event, the repurchase  provisions of subparagraph 28(e) shall apply to
     containers so disapproved  that are owned by the Bottler.  The Company will
     exercise its right to approve,  and to withdraw  its approval of,  specific
     Authorized Containers in good faith so as to permit the Bottler to continue
     to fully meet the demand in the Territory as a whole for Beverages.

                                   ARTICLE II

                             Exclusive Authorization

3.   The Company appoints the Bottler as its sole and exclusive purchaser of the
     Concentrates for the purpose of manufacture,  packaging and distribution of
     the Beverages under the Trademarks in Authorized Containers for sale in the
     Territory.

                                       4
<PAGE>

4.   The Company  agrees not to authorize any other party  whatsoever to use the
     Trademarks on Beverages in Authorized  Containers for purposes of resale in
     the Territory.

5.   The  Bottler  shall  purchase  its  entire   requirements  of  Concentrates
     exclusively  from the Company and shall not use any other  syrup,  beverage
     base, concentrate or other ingredient in the Beverages than as specified by
     the Company.

                                   ARTICLE III

                             Obligations of Bottler

                    Relating to Trademarks and Other Matters

6.   The Bottler  acknowledges  that the Company is the sole and exclusive owner
     of the  Trademarks,  and the Bottler  agrees not to question or dispute the
     validity of the Trademarks or their exclusive  ownership by the Company. By
     this Agreement, the Company extends to the Bottler only: (i) a nonexclusive
     license to use the trademark  "Pepsi-Cola" as part of the corporate name of
     the Bottler;  and (ii) an exclusive license to use the Trademarks solely in
     connection with the manufacture,  packaging,  distribution, and sale of the
     Beverages in Authorized  Containers in the Territory  subject to the rights
     reserved to the Company under this Agreement.  Nothing herein,  nor any act
     or failure to act by the Bottler or the Company, shall give the Bottler any
     proprietary  or ownership  interest of any kind in the Trademarks or in the
     goodwill associated therewith.

7.   The Bottler agrees during the term of this Agreement and in accordance with
     any requirements imposed upon the Bottler under applicable laws:

                                       5
<PAGE>

     (a)  Not to produce,  manufacture,  package, sell, deal in or otherwise use
          or handle,  directly or  indirectly,  in the  Territory  any  beverage
          products  other  than  the  Beverages  authorized  hereunder  and  the
          following non PepsiCo brands: Seven-Up, Diet Seven-Up,  Welsh's Grape,
          Cristalia Water,  Sunkist,  Fruit Bunch,  Schweppes tonic water,  club
          soda and ginger ale and  Seagram's  tonic water,  club soda and ginger
          ale.  No other  brands  will be sold by the  Bottler in the  Territory
          without the prior approval of the Pepsi-Cola International ("PCI"), or
          failing agreement of PCI and the Bottler as to the introduction of new
          brands,  the approval of the Chief Executive Officer of the Pepsi-Cola
          Company;

     (b)  Not to manufacture, package, sell, deal in or otherwise use or handle,
          directly  or  indirectly,  any  concentrate,   beverage  base,  syrup,
          beverage or any other product which is likely to be confused  with, or
          passed off for, any of the Concentrates or Beverages;

     (c)  Not to manufacture, package, sell, deal in or otherwise use or handle,
          directly or  indirectly,  any product  under any trade dress or in any
          container  that is an imitation of a trade dress or container in which
          the  Company  claims a  proprietary  interest or which is likely to be
          confused or cause confusion or be confusingly  similar to or be passed
          off as such trade dress or container;

     (d)  Not to manufacture, package, sell, deal in or otherwise use or handle,
          directly or  indirectly,  any  product  under any  trademark  or other
          designation  that is an imitation,  counterfeit,  copy or infringement
          of, or confusingly similar to, any of the Trademarks; and

     (e)  Not to acquire or hold, directly or indirectly, any ownership interest
          in, or, directly or indirectly, enter into any contract or arrangement
          with respect to, the  management  or control of, any person  within or
          without the Territory that engages in any of the activities prohibited
          by subparagraphs (a), (b), (c) or (d) of this paragraph 7.

                                       6
<PAGE>

                                   ARTICLE IV

                       Obligations of Bottler Relating to

                   Manufacture and Packaging of the Beverages

8.

     (a)  The Bottler  represents  and warrants that the Bottler  possesses,  or
          will possess,  in the Territory,  prior to the manufacture,  packaging
          and  distribution of the Beverages,  and will maintain during the term
          of this  Agreement,  such plant or plants,  machinery  and  equipment,
          trained staff, and distribution and vending  facilities as are capable
          of   manufacturing,   packaging  and  distributing  the  Beverages  in
          Authorized Containers in accordance with this Agreement, in compliance
          with all applicable governmental and administrative requirements,  and
          in sufficient quantities to fully meet the demand for the Beverages in
          Authorized Containers in the Territory.

     (b)  The Company and the Bottler  acknowledge  that each is or may become a
          party  to one or  more  agreements  authorizing  a  bottler  or  other
          Company-authorized  entity to  produce  Beverages  for sale by another
          bottler.   Such  agreements  include,  but  are  not  limited  to  (i)
          agreements  permitting  bottlers,  subject to certain  conditions,  to
          commence or continue to manufacture  the Beverages for other bottlers,
          and (ii) agreements  pursuant to which bottlers may have the Beverages
          manufactured  for them by  other  Company-authorized  entities.  It is
          hereby agreed that the Company shall not unreasonably withhold (i) any
          consents  required by such  agreements,  or (ii) approval of Bottler's
          participation in such agreements.  All such existing  agreements shall
          remain in full force and effect in accordance with their terms.

                                       7
<PAGE>

9.   The Bottler  recognizes that increases in the demand for the Beverages,  as
     well as changes in the list of  Authorized  Containers,  may,  from time to
     time,  require  adaptation  of its  existing  manufacturing,  packaging  or
     delivery equipment or the purchase of additional  manufacturing,  packaging
     and delivery  equipment.  The Bottler agrees to make such modifications and
     adaptations  as necessary  and to purchase and install such  equipment,  in
     time to permit the introduction and manufacture,  packaging and delivery of
     sufficient  quantities of the Beverages in the  Authorized  Containers,  to
     fully meet the demand for the  Beverages in  Authorized  Containers  in the
     Territory.

10.  The Bottler warrants that the handling and storage of the Concentrates; and
     the manufacture, handling, storage, and packaging of the Beverages shall be
     accomplished  in  accordance   with  the  Company's   quality  control  and
     sanitation  standards,   as  reasonably  established  by  the  Company  and
     communicated  to the Bottler  from time to time,  and shall,  in any event,
     conform with all food, labeling,  health, packaging and other relevant laws
     and regulations applicable in the Territory.

11.  The Bottler, in accordance with such instructions as may be given from time
     to time by the  Company,  shall  submit to the  Company,  at the  Bottler's
     expense,  samples  of the  Beverages  and  the  raw  materials  used in the
     manufacture of the Beverages.  The Bottler shall permit  representatives of
     the Company to have access to the premises of the Bottler  during  ordinary
     business  hours to inspect the plant,  equipment,  and methods  used by the
     Bottler in order to  ascertain  whether the Bottler is  complying  with the
     instructions  and standards  prescribed  for the  manufacturing,  handling,
     storage and packaging of the Beverages.

                                       8
<PAGE>

12.

     (a)  For the packaging, distribution and sale of the Beverages, the Bottler
          shall use only such Authorized  Containers,  closures,  cases, cartons
          and other packages and labels as shall be authorized from time to time
          by the Company for the Bottler and shall purchase such items only from
          manufacturers  approved by the Company,  which  approval  shall not be
          unreasonably  withheld.  Such approval by the Company does not relieve
          the Bottler of the Bottler's independent responsibility to assure that
          the Authorized Containers, closures, cases, cartons and other packages
          and labels  purchased  by the  Bottler  are  suitable  for the purpose
          intended,  and in  accordance  with the good  reputation  and image of
          excellence of the Trademarks and Beverages.

     (b)  The  Bottler  shall  maintain  at all  times  a  stock  of  Authorized
          Containers,  closures,  labels,  cases,  cartons,  and other essential
          related materials bearing the Trademarks, sufficient to fully meet the
          demand for Beverages in Authorized  Containers in the  Territory,  and
          the Bottler shall not use or permit the use of Authorized  Containers,
          or such closures,  labels, cases, cartons and other materials, if they
          bear the  Trademarks or contain any  Beverages,  for any purpose other
          than the  packaging and  distribution  of the  Beverages.  The Bottler
          further  agrees  not  to  refill  or  otherwise  reuse   nonreturnable
          containers.

13.  If  the  Company   determines   the   existence  of  quality  or  technical
     difficulties with any Beverage,  or any package used for such product,  the
     Company  shall  have the  right,  immediately  and at its sole  option,  to
     withdraw  such  product or any such  package  from the market.  The Company
     shall  notify the  Bottler in writing of such  withdrawal,  and the Bottler
     shall,  upon  receipt of notice,  immediately  cease  distribution  of such
     product or such  package  therefor.  If so  directed  by the  Company,  the
     Bottler shall recall and reacquire the product or package involved from any
     purchaser thereof. If any recall of any product or any of the packages used
     therefor is caused by (i) quality or technical  defects in the Concentrate,
     or other materials  prepared by the Company from which the product involved
     was  prepared by the Bottler,  or (ii) quality or technical  defects in the
     Company's  designs  and  design  specifications  of  packages  which it has
     imposed on the  Bottler or the  Bottler's  third  party  suppliers  if such
     designs and specifications were negligently established by the Company (and
     specifically  excluding designs and specifications of other parties and the
     failure of other parties to manufacture  packages in strict conformity with
     the designs and specifications of the Company), the Company shall reimburse
     the Bottler  for the  Bottler's  total  expenses  incident to such  recall.
     Conversely, if any recall is caused by the Bottler's failure to comply with
     instructions,   quality  control   procedures  or  specifications  for  the
     preparation,  packaging  and  distribution  of the  product  involved,  the
     Bottler  shall bear its total  expenses  of such recall and  reimburse  the
     Company for the Company's total expenses incident to such recall.

                                       9
<PAGE>

                                    ARTICLE V

                         Conditions of Purchase and Sale

14.  The Company  reserves the right to establish  and to revise at any time, in
     its sole  discretion,  the price of any of the  Concentrates,  the terms of
     payment, and the other terms and conditions of supply, any such revision to
     be effective  immediately upon notice to the Bottler.  If Bottler rejects a
     change in price or the other  terms and  conditions  contained  in any such
     notice,  then the Bottler  shall so notify the Company  within  thirty (30)
     days of receipt of the Company's notice,  and this Agreement will terminate
     ninety  (90)  days  after  the date of such  notification  by the  Bottler,
     without  further  liability  of the Company or the  Bottler.  The change in
     price or other terms and  conditions  so rejected by the Bottler  shall not
     apply to purchases of such  Concentrate  by the Bottler  during such ninety
     (90) day period preceding termination. Failure by the Bottler to notify the
     Company of its  rejection  of the  changes in price or such other terms and
     conditions shall be deemed acceptance thereof by the Bottler.

                                       10
<PAGE>

15.  The Bottler  shall  purchase  from the Company only such  quantities of the
     Concentrates  as  shall  be  necessary  and  sufficient  to  carry  out the
     Bottler's  obligations  under this  Agreement.  The  Bottler  shall use the
     Concentrates  exclusively for its manufacture of the Beverages. The Bottler
     shall not sell or otherwise  transfer any Concentrate or permit the same to
     get into the hands of third parties.

16.

     (a)  The Bottler agrees not to distribute or sell any Beverage  outside the
          Territory except pursuant to another bottling agreement granted by the
          Company.  The Bottler shall not sell any Beverage to any person (other
          than another Bottler pursuant to subparagraph  8(b)) for ultimate sale
          outside the Territory.  If any Beverage  distributed by the Bottler is
          found  outside  of the  Territory,  Bottler  shall be  deemed  to have
          transshipped  such Beverage and shall be deemed to be a "Transshipping
          Bottler"  for  purposes  hereof.   For  purposes  of  this  Agreement,
          "Offended  Bottler"  shall mean a Bottler in any territory  into which
          any Beverage is transshipped.

     (b)  In addition  to all other  remedies  the Company may have  against any
          Transshipping  Bottler for violation of this paragraph 16, the Company
          may impose  upon any  Transshipping  Bottler a charge for each case of
          Beverage  transshipped  by such Bottler.  The per-case  amount of such
          charge shall be determined by the Company in its sole discretion.  The
          Company and the Bottler  agree that the amount of such charge shall be
          deemed to reflect the damages to the Company, the Offended Bottler and
          the bottling system. In addition,  the Company may directly charge the
          Transshipping  Bottler the full amount of all  investigative and other
          costs incurred by the Company in connection with the transshipment and
          such Transshipping  Bottler shall be obligated to pay such amount. The
          Company shall forward to the Offended  Bottler,  upon receipt from the
          Transshipping  Bottler,  the full  amount  of the per case  charge  so
          received (but not including  investigative  and other costs charged to
          the Transshipping Bottler by the Company). If the Company or its agent
          recalls any Beverage which has been  transshipped,  the  Transshipping
          Bottler  shall,  in  addition  to any  other  obligation  it may  have
          hereunder,   reimburse  the  Company  for  its  costs  of  purchasing,
          transporting, and/or destroying such Beverage.

                                       11
<PAGE>

                                   ARTICLE VI

                           Obligations of the Bottler

                   Relating to the Marketing of the Beverages

                         Financial Capacity and Planning

17.  The continuing responsibility to increase and fully meet the demand for the
     Beverages in  Authorized  Containers  within the  Territory  rests upon the
     Bottler.  The Bottler agrees to use all approved means as may be reasonably
     necessary to meet this responsibility.

18.

     (a)  The  Bottler  will  push  vigorously  the  sale  of the  Beverages  in
          Authorized Containers throughout the entire Territory.  Without in any
          way limiting the  Bottler's  obligation  under this  Paragraph 18, the
          Bottler  must fully  meet and  increase  the demand for the  Beverages
          throughout  the  Territory  and  secure  full  distribution  up to the
          maximum sales potential  therein through all distribution  channels or
          outlets  available  to  soft  drinks,  using  any  and  all  equipment
          reasonably  necessary  to secure such  distribution;  must service all
          accounts  with  frequency  adequate  to keep them at all  times  fully
          supplied  with the Beverages and must use its own salesmen and trucks,
          (or  salesmen  and  trucks of  independent  distributors,  of whom the
          Company approves), in quantity adequate for all seasons.

                                       12
<PAGE>

     (b)  The  parties  agree  that to fully  meet and  increase  demand for the
          Beverages  in  Authorized  Containers  advertising  and other forms of
          marketing activities are required.  Therefore,  the Bottler will spend
          such  funds in  advertising  and  marketing  the  Beverages  as may be
          reasonably required to increase,  as well as maintain,  demand for the
          Beverages in Authorized Containers in the Territory. The Bottler shall
          fully cooperate in and vigorously push all cooperative advertising and
          sales  promotion   programs  and  campaigns  that  may  be  reasonably
          established by the Company for the Territory. The Bottler will use and
          publish only such  advertising,  promotional  materials or other items
          bearing the  Trademarks  relating to the  Beverages as the Company has
          approved and authorized.  The expenditures required by this Article VI
          shall be made by the Bottler. The Company may, in its sole discretion,
          contribute to such  expenditures.  The Company may also undertake,  at
          its expense,  independently of the Bottler's marketing  programs,  any
          advertising or promotional activity that the Company deems appropriate
          to  conduct  in the  Territory,  but this  shall in no way  affect the
          responsibility  of the  Bottler  for  increasing  the  demand  for the
          Beverages in Authorized Containers in the Territory.

19.  The Bottler and all Bottler  Affiliates  shall  maintain  the  consolidated
     financial capacity reasonably  necessary to assure that the Bottler and all
     Bottler Affiliates directly or indirectly controlled by the Bottler will be
     financially able to perform their respective  duties and obligations  under
     this  Agreement  and under all other  agreements  between  the  Company and
     Bottler Affiliates regarding the manufacture,  packaging,  distribution and
     sale of the  Beverages  in  "authorized  containers"  (as  defined  in such
     agreements).

                                       13
<PAGE>

20.

     (a)  The Company and the Bottler  have agreed upon a business  plan for the
          first three years occurring  during the term of this Agreement.  Since
          periodic  planning is essential for the proper  implementation of this
          Agreement,  the Bottler  and the Company  shall meet each year at such
          date as the  parties may set (but no later than ninety (90) days prior
          to the  commencement  of any  calendar  year  during  the term of this
          Agreement beginning with the commencement of the calendar year closest
          to the anniversary date of this  Agreement),  to discuss the Bottler's
          plans for the ensuing  three (3) year  period.  At such  meeting,  the
          Bottler  shall  present  a plan  that  sets out in  reasonable  detail
          satisfactory  to  the  Company:  (i)  the  marketing,  management  and
          advertising plans of the Bottler with respect to the Beverages for the
          ensuing year,  including a financial plan showing that the Bottler and
          all Bottler  Affiliates have the  consolidated  financial  capacity to
          perform their respective  duties and obligations  under this Agreement
          for such  ensuing year and (ii) the  projected  sales,  marketing  and
          advertising plans and related  equipment  placements for the two years
          immediately  following  such year.  The Company and the Bottler  shall
          discuss this plan and this plan,  upon  approval by the Company  which
          shall  not  be  unreasonably  withheld,  shall  define  the  Bottler's
          obligation  herein to maintain such consolidated  financial  capacity,
          and to  increase  and  fully  meet the  demand  for the  Beverages  in
          Authorized  Containers in the Territory for the period of time covered
          by the plan.

     (b)  The Bottler  shall  report to the Company  periodically,  but not less
          than quarterly,  as to its  implementation of the approved plan; it is
          understood,  however, that the Bottler shall report sales on a regular
          basis as requested  by the Company and in such format and detail,  and
          containing  such  information  as may be  reasonably  requested by the
          Company.  The failure by the Bottler to carry out the plan,  or if the
          plan is not  presented or is not approved,  will  constitute a primary
          consideration  for  determining  whether the Bottler has fulfilled its
          obligation to maintain the consolidated  financial  capacity  required
          under  paragraph  19,  to push  vigorously  the sale of  Beverages  in
          Authorized  Containers  throughout  the  Territory and to increase and
          fully meet the demand for the  Beverages in  Authorized  Containers in
          the  Territory.  If the Bottler  carries out the plan in all  material
          respects,  it shall be deemed to have satisfied the obligations of the
          Bottler  under  paragraphs  17,  18, 19 and 20 for the  period of time
          covered by the plan.

                                       14
<PAGE>

                                   ARTICLE VII

                 Reformulation, New Products and Related Matters

21.  The Company has the sole and exclusive  right and discretion to reformulate
     any of the Beverages.  In addition,  the Company has the sole and exclusive
     right  and  discretion  to  discontinue  any of the  Beverages  under  this
     Agreement,  provided (i) such Beverage is discontinued in the United States
     in  Authorized  Containers  and in such other  containers  as may have been
     authorized  for  use  by  other  bottlers  under  their  respective  bottle
     contracts and (ii) the Company does not  discontinue  all  Beverages  under
     this Agreement.  In the event that the Company  discontinues  any Beverage,
     Schedule  A to this  Agreement  shall be deemed  amended  by  deleting  the
     discontinued Beverage from the list of Beverages set forth on Schedule A.

22.  In the event that the Company  introduces any new beverage in the Territory
     under the trademarks of the Beverages or any  modification  thereof (herein
     defined to mean the addition of a prefix,  suffix or other modifier used in
     conjunction  with the  trademarks of the  Beverages),  the Bottler shall be
     obligated to manufacture, package, distribute and sell such new beverage in
     Authorized Containers in the Territory pursuant to the terms and conditions
     of this Agreement, and Schedule A to this Agreement shall be deemed amended
     by adding such new beverage to the list of beverages  set forth on Schedule
     A.

                                       15
<PAGE>

23.  The  Company  has  the  unrestricted  right  to use the  Trademarks  on the
     Beverages  and on  all  other  products  and  merchandise  other  than  the
     Beverages in Authorized Containers in the Territory.

                                  ARTICLE VIII

                      Term and Termination of the Agreement

24.  The term of this Agreement shall commence on the effective date hereof and,
     unless earlier terminated in accordance with its provisions,  will continue
     perpetually.

25.  The  obligation  to supply  Concentrates  to the Bottler and the  Bottler's
     obligation to purchase  Concentrates  from the Company and to  manufacture,
     package,  distribute and sell the Beverages  under this Agreement  shall be
     suspended during any period when any of the following conditions exist:

     (a)  There  shall  occur  a  change  in the law or  regulation  (including,
          without  limitation,   any  government   permission  or  authorization
          regarding  customs,  health or  manufacturing)  in such a manner as to
          render unlawful or commercially impracticable:

          (i)  the   importation   of   Concentrate  or  any  of  its  essential
               ingredients, which cannot be produced in quantities sufficient to
               satisfy the demand therefor by existing Company facilities; or

                                       16
<PAGE>

          (ii) the   manufacture  and   distribution  of  the   Concentrates  or
               Beverages; or

     (b)  There shall occur any  inability  or  commercial  impracticability  of
          either of the  parties to  perform  resulting  from an act of god,  or
          "force majeure," public enemies, boycott, quarantine, riot, strike, or
          insurrection,  or due to a declared or undeclared war, belligerency or
          embargo, sanctions,  blacklisting,  or other hazard or danger incident
          to the same, or resulting from any other cause  whatsoever  beyond its
          control.

     If any of the  conditions  described in this  paragraph 25 persists so that
     either  party's  obligation  to perform  is  suspended  in any  substantial
     respect  for a period  of six (6)  months  or more,  the  other  party  may
     terminate  this  Agreement  forthwith,  upon  notice  to  the  party  whose
     obligation to perform is suspended.

26.

     (a)  The  Company  may  terminate  this  Agreement  in  the  event  of  the
          occurrence of any of the following events of default:

          (i)  If the  Bottler or Bottler  Subsidiary  becomes  insolvent;  if a
               petition  in  bankruptcy  is filed  against  or on  behalf of the
               Bottler or Bottler  Subsidiary  which is not stayed or  dismissed
               within sixty (60) days;  if the Bottler or Bottler  Subsidiary is
               put in  liquidation or placed under  sequester;  if a receiver is
               appointed  to manage  the  business  of the  Bottler  or  Bottler
               Subsidiary;  or if the Bottler or Bottler  Subsidiary enters into
               any judicial or voluntary  arrangement  or  composition  with its
               creditors,  or concludes  any similar  arrangements  with them or
               makes an assignment for the benefit of creditors;

                                       17
<PAGE>

          (ii) If the Bottler or Bottler Subsidiary adopts a plan of dissolution
               or liquidation;

          (iii)If any person or any Affiliated  Group,  other than any person or
               any  Affiliated  Group  acting with the  consent of the  Company,
               acquires, or obtains any contract,  option,  conversion privilege
               or other right to acquire,  directly  or  indirectly,  Beneficial
               Ownership  of more  than  fifteen  percent  (15%) of any class or
               series of voting  securities of the Bottler and if such person or
               Affiliated  Group does not divest itself of Beneficial  Ownership
               of  such  voting  securities  or  otherwise  terminate  any  such
               contract,  option, conversion privilege or other right to a level
               equal to or below  fifteen  percent (15%) within thirty (30) days
               after the Company  notifies  the Bottler that the failure of such
               person or Affiliated Group to thus divest or terminate may result
               in termination of this Agreement;

          (iv) If any  Disposition is made without the consent of the Company by
               Bottler or by any Bottler  Subsidiary of any voting securities of
               any Bottler Subsidiary;

          (v)  If  any   agreement   regarding   the   manufacture,   packaging,
               distribution or sale of the Beverages in "authorized  containers"
               (as defined in such agreement) between the Company and any person
               that controls, directly or indirectly, the Bottler is terminated,
               unless  the  Company  agrees in  writing  that this  subparagraph
               26(a)(v) will not be applied by the Company to such termination;

                                       18
<PAGE>

          (vi) If the Bottler or any person in which the Bottler has  Beneficial
               Ownership  of any  equity or voting  securities,  or in which the
               Bottler has a right or control of  management,  or which controls
               or is under  common  control  with  the  Bottler,  should  engage
               directly  or  indirectly  in  the  manufacture,  distribution  or
               marketing of any product specified in subparagraphs (a), (b), (c)
               or (d) of paragraph 7 above,  or should obtain a right or license
               to do the same,  and if the Company has given the Bottler  notice
               that such  condition  exists and that the Company will  terminate
               this  Agreement  within six (6) months if such  condition  is not
               eliminated,  and if such condition has not been eliminated within
               the six (6) month period.

          (vii)If  all  or  substantially   all  of  the  Bottler's  or  Bottler
               Subsidiary's  bottling assets are sold,  transferred or otherwise
               disposed of  (including  any  transfer by operation of law) other
               than  sales,  transfers  or other  dispositions  of Assets by the
               Bottler or one or more Bottler  Subsidiary  to one or more wholly
               owned Bottler Subsidiary.

     (b)  The Bottler covenants and agrees with the Company:

                  (i)      to notify  the  Company  promptly  in the event of or
                           upon  obtaining  knowledge  of any third party action
                           which may or will  result in any change in  ownership
                           described in Section 26(a)(iii) above; and

                  (ii)     to  make  available  from  time  to  time  and at the
                           request of the  Company  complete  records of current
                           ownership   of  the  Bottler  and  full   information
                           concerning  any  entities  or  parties  by whom it is
                           controlled directly or indirectly.

                                       19
<PAGE>

     (c)  For the purposes of this Agreement:

          (i)  "Affiliated  Group"  shall mean two or more  persons  acting as a
               partnership,  limited  partnership,  syndicate or other group, or
               who  agrees  to act  together,  for  the  purpose  of  acquiring,
               holding,   voting  or  making  any   Disposition  of  any  voting
               securities of the Bottler;  provided  further that the Affiliated
               Group formed thereby shall be deemed to have acquired  Beneficial
               Ownership of all voting  securities  of the Bottler  beneficially
               owned by any such persons.

          (ii) "Beneficial Ownership" shall mean (i) voting power which includes
               the power to vote, or to direct the voting of, any securities, or
               (ii) investment power which includes the power to dispose,  or to
               direct the  Disposition  of,  any  securities;  provided  further
               Beneficial  Ownership  shall  include  any such  voting  power or
               investment  power  which any person has or  shares,  directly  or
               indirectly,  through any  contract,  arrangement,  understanding,
               relationship or otherwise;  provided, however, that the following
               persons shall not be deemed to have acquired Beneficial Ownership
               under  the  circumstances  described:  (a) a  person  engaged  in
               business as an underwriter of securities who acquires  securities
               through  his  participation  in good  faith in a firm  commitment
               underwriting  registered  under the  Securities Act of 1933 shall
               not be deemed to be the Beneficial Owner of such securities until
               such time as such underwriter  completes his participation in the
               underwriting  and shall not  thereupon or thereafter be deemed to
               be the  Beneficial  Owner  of the  securities  acquired  by other
               members of any  underwriting  syndicate  or  selected  dealers in
               connection with such  underwriting  solely by reason of customary
               underwriting or selected dealer  arrangements;  (b) a member of a
               national  securities  exchange  shall  not  be  deemed  to  be  a
               Beneficial  Owner of securities held directly or indirectly by it
               on behalf of another  person  solely  because  such member is the
               record holder of such  securities  and,  pursuant to the rules of
               such exchange,  may direct the vote of such  securities,  without
               instruction,  on other than contested matters or matters that may
               affect  substantially  the rights or privileges of the holders of
               the  securities  to be voted,  but is otherwise  precluded by the
               rules of such exchange from voting without  instruction;  and (c)
               the holder of a proxy  solicited by the Board of Directors of the
               Bottler for the voting of securities of the Bottler at any annual
               or special meeting and any adjournment or adjournments thereof of
               the  stockholders  of the  Bottler  shall  not be  deemed to be a
               Beneficial  Owner of the  securities  that are the subject of the
               proxy solely for such reason.

                                       20
<PAGE>

          (iii)"Bottler  Subsidiary"  shall mean any person  that is  controlled
               directly or indirectly by the Bottler, and either participates in
               the manufacture, packaging, distribution or sale of the Beverages
               in  "authorized  containers"  or has a direct or indirect  equity
               interest in another Bottler Subsidiary that does so participate;

          (iv) "Disposition"   shall  mean  any  sale,   merger,   issuance   of
               securities,  or other  transaction  in  which,  or as a result of
               which, any person other than Bottler or a wholly owned subsidiary
               of Bottler, acquires, or obtains any contract, option, conversion
               privilege or other right to acquire  Beneficial  Ownership of any
               securities.

                                       21
<PAGE>

     (d)  Upon the  occurrence  of any of the  events of  default  specified  in
          subparagraphs  26(a) and (b), the Company may terminate this Agreement
          by giving the Bottler notice to that effect, effective immediately.

27.

     (a)  In addition to the events of a default  described in paragraph 26, the
          Company may also terminate this Agreement,  subject to the limitations
          of  subparagraph  27(b),  in the event of the occurrence of any of the
          following events of default:

          (i)  If the Bottler fails to make timely payment for Concentrate or of
               any other debt owing to the Company;

          (ii) If the condition of the plant or equipment used by the Bottler in
               manufacturing,  packaging or distributing  the Beverages fails to
               meet  the  sanitary  standards  reasonably   established  by  the
               Company;

          (iii)If the  Beverages  manufactured  by the Bottler  fail to meet the
               quality control standards reasonably established by the Company;

          (iv) If the Beverages are not  manufactured in strict  conformity with
               such  standards and  instructions  as the Company may  reasonably
               establish;

          (v)  If the  Bottler  fails to  present  or carry out a plan  approved
               under paragraph 20 in all material respects; or

                                       22
<PAGE>

          (vi) If the Bottler  materially  breaches any of the  Bottler's  other
               obligations under this Agreement.

          The  standards  and  instructions  of the Company  comprise  privately
          published information concerning the manufacture, handling and storage
          of the  Beverages  under  good  manufacturing  practices,  as  well as
          technical  instructions,  bulletins and other communications issued or
          amended from time to time by the Company.

          (b)  Upon the  occurrence of any of the  foregoing  events of default,
               the  Company  shall,  as  a  condition  to  termination  of  this
               Agreement  under  this  paragraph  27,  give the  Bottler  notice
               thereof.  The Bottler shall then have a period of sixty (60) days
               within which to cure the default,  including,  at the instruction
               of the  Company  and  at the  Bottler's  expense,  by the  prompt
               withdrawal  from the market and  destruction of any Beverage that
               fails to meet the quality control standards of the Company or any
               Beverage  that  is  not   manufactured  in  accordance  with  the
               instructions  of the Company.  If such default has not been cured
               within such  period,  then the Company may, by giving the Bottler
               further  notice to such effect,  suspend  sales to the Bottler of
               Concentrates  and require the Bottler to cease  production of the
               Beverages  and the  packaging  and  distribution  of Beverages in
               Authorized  Containers.  During such second  period of sixty (60)
               days,  the Company also may supply,  or cause or permit others to
               supply,   the  Beverages  in  Authorized   Containers  under  the
               Trademarks in the  Territory.  If such default has not been cured
               during  such second  period of sixty (60) days,  then the Company
               may terminate  this  Agreement,  by giving the Bottler  notice to
               such effect,  effective immediately.

28.  Upon the termination of this Agreement:

                                       23
<PAGE>

     (a)  The Bottler shall forthwith take such action as necessary to eliminate
          the trademark "Pepsi-Cola" from its corporate name;

     (b)  Any other agreement  between the Company and the Bottler regarding the
          manufacture, packaging, distribution, sale or promotion of soft drinks
          in "authorized  containers" (as defined in such agreement) may, at the
          election  of the  Company,  be  automatically  terminated  and thereby
          become of no further force or effect.

     (c)  The Bottler shall not  thereafter  continue to  manufacture,  package,
          distribute or sell any of the Beverages in Authorized Containers or to
          make  any  use of the  Trademarks  or  Authorized  Containers,  or any
          closures,   cases,   labels  or  advertising   material   bearing  the
          Trademarks;

     (d)  The Bottler  shall  forthwith  remove and efface all  reference to the
          Company,  the Beverages and the Trademarks from the business  premises
          and  equipment  of the  Bottler  and  from  all  business  papers  and
          advertising  used or  maintained  by the  Bottler;  and it  shall  not
          thereafter  hold  forth  in any  manner  whatsoever  that  it has  any
          connection with the Company or the Beverages; and,

     (e)  The Bottler shall forthwith deliver all Concentrate,  Beverage, usable
          returnable or any nonreturnable containers,  cases, closures,  labels,
          and  advertising  material  bearing  the  Trademarks,   still  in  the
          Bottler's possession or under the Bottler's control, to the Company or
          the Company's nominee, as instructed,  and, upon receipt,  the Company
          shall pay to the Bottler a sum equal to the reasonable market value of
          such supplies or  materials.  The Company will accept and pay for only
          such  articles as are, in the opinion of the Company,  in  first-class
          and usable  condition,  and all other such articles shall be destroyed
          at  the  Bottler's  expense.  Containers,   closures  and  advertising
          material  and all other  items  bearing  the name of the  Bottler,  in
          addition  to the  Trademarks,  that  have  not been  purchased  by the
          Company shall be destroyed  without cost to the Company,  or otherwise
          disposed of in  accordance  with  instructions  given by the  Company,
          unless the Bottler can remove or obliterate the  Trademarks  therefrom
          to the  satisfaction  of the Company.  The  provisions  for repurchase
          contained  in  subparagraph  28(e)  shall  apply  with  regard  to any
          Authorized  Container,  approval  of which has been  withdrawn  by the
          Company  under  paragraph  2; upon  termination  by either party under
          paragraph 25; and upon  termination by the Bottler under  subparagraph
          14. In all other cases,  the Company shall have the right, but not the
          obligation, to purchase the aforementioned items from the Bottler.

                                       24
<PAGE>

29.

     (a)  Subject to the  limitations  set forth in  subparagraph  29(b), in the
          event that the Bottler at any time fails to carry out a plan  approved
          under  paragraph  20 in all  material  respects  in any segment of the
          Territory,  whether  defined  geographically  or by type of  market or
          outlet,  which  segment  shall be defined by the Company  (hereinafter
          "Subterritory"),  the Company may reduce the Territory covered by this
          Agreement,  and thereby restrict the Bottler's authorization hereunder
          to the remainder of the  Territory,  by eliminating  the  Subterritory
          from the Territory covered by this Agreement.

     (b)  In the event of such failure, the Company may eliminate Subterritories
          from the  Territory  covered by this  Agreement  by giving the Bottler
          notice to that effect,  which notice shall define the  Subterritory or
          Subterritories  to which the notice  applies.  The Bottler  shall then
          have a period of six (6) months within which to cure such failure.  If
          the Bottler has not cured such  failure in such six (6) month  period,
          the Company may eliminate such Subterritory or Subterritories from the
          Territory  by  giving  the  Bottler  further  notice  to that  effect,
          effective immediately.

                                       25
<PAGE>

     (c)  Upon elimination of any Subterritory from the Territory:

          (i)  Schedule  B  to  this  Agreement   shall  be  deemed  amended  by
               eliminating  such  Subterritory  from the Territory  described on
               Schedule B;

          (ii) The Company may  manufacture,  package,  distribute  and sell the
               Beverages in Authorized  Containers  under the Trademarks in such
               Subterritory, or authorize others to do so;

          (iii)Any  other   agreement   between  the  Bottler  and  the  Company
               regarding the  manufacture,  packaging,  distribution  or sale of
               soft  drinks  in  "authorized  containers"  (as  defined  in such
               agreement)  in such  Subterritory  may,  at the  election  of the
               Company,  be  automatically  terminated  and thereby become of no
               further force or effect in such Subterritory;

          (iv) The  Bottler  shall  not  thereafter   continue  to  manufacture,
               package,  distribute  or sell any of the  Beverages in Authorized
               Containers  in  such  Subterritory,  or to  make  any  use of the
               Trademarks,  Authorized  Containers,  closures,  cases, labels or
               advertising  material  bearing the Trademarks in connection  with
               the sale or distribution  of the Beverages in such  Subterritory;
               and

          (v)  The Bottler shall not thereafter hold forth in such  Subterritory
               in any  manner  whatsoever  that it has any  connection  with the
               Beverages.

                                       26
<PAGE>

                                   ARTICLE IX

     Transferability/Worldwide and Regional Accounts/Additional Territories

30.  The  Bottler  hereby  acknowledges  the  personal  nature of the  Bottler's
     obligations under this Agreement with respect to the performance  standards
     applicable  to the Bottler,  the  dependence  of the  Trademarks  on proper
     quality  control,  the level of marketing effort required of the Bottler to
     increase  demand  for  the  Beverages  in  Authorized  Containers,  and the
     confidentiality  required for protection of the Company's trade secrets and
     confidential  information.  In recognition of the personal  nature of these
     and other obligations of the Bottler under this Agreement,  the Bottler may
     not assign,  transfer or pledge this Agreement or any interest therein,  in
     whole or in part, whether  voluntarily,  involuntarily,  or by operation of
     law (including, but not limited to, by merger or liquidation),  or delegate
     any material element of the Bottler's  performance  thereof,  or sublicense
     its rights  hereunder,  in whole or in part, to any third party or parties,
     without the prior  consent of the Company.  Any attempt to take such action
     without  such  consent  shall be void and shall be deemed to be a  material
     breach of this Agreement.

31.

     (a)  The Bottler  understands that from time to time the Company negotiates
          worldwide or regional agreements to sell fountain syrup for the brands
          identified  in  Schedule A (the  "Fountain  Syrup")  to certain  hotel
          chains,  restaurant  chains,  movie  theaters  and  similar on premise
          accounts which operate in multiple countries.  The Company will submit
          to the Bottler for its review the terms of these worldwide or regional
          agreements  to sell  Fountain  Syrup  (the  "Chain  Agreements").  The
          Bottler  agrees to use its best  efforts to support the Company in the
          Chain  Agreements  by supplying the Fountain  Syrup to these  accounts
          based on the terms of the Chain Agreements  negotiated by the Company.
          In the event that the  Bottler  declines to  participate  in any Chain
          Agreement, the Bottler agrees that the Company shall have the right to
          find  alternative  ways to supply the Fountain Syrup to these accounts
          through other  authorized  bottlers or  distributors of the Beverages,
          without any obligation to compensate the Bottler with respect to these
          sales;  provided,  however,  that the  Company's  right to supply  the
          Fountain  Syrup  to these  accounts  will  not  affect  in any way the
          Bottler's exclusive rights to sell and distribute the Beverages to all
          other  accounts  within  the  Territory.  With  respect  to the  Chain
          Agreements, the Bottler also agrees to use its best efforts to support
          the Company by supplying  Beverages in packages  other than the Syrups
          to these accounts.

                                       27
<PAGE>

     (b)  In the event that the Bottler  acquires the right to  manufacture  and
          sell any of the Beverages in any container that has been designated as
          an Authorized  Container in any territory outside of the United States
          and  outside  of  the  Territory,   such  additional  territory  shall
          automatically be deemed to be included within the Territory covered by
          this Agreement for all purposes. Any separate agreement that may exist
          concerning  such  additional  territory shall be ipso facto amended to
          conform to the terms of this  Agreement.  In addition,  if the Bottler
          acquires  control,  directly or  indirectly,  of any person which is a
          party,  or which  controls  directly  or  indirectly  a  party,  to an
          agreement whereby such party has the right to manufacture and sell any
          of the Beverages in any territory  outside of the United States in any
          container  that has been  designated as an Authorized  Container,  the
          Bottler shall cause such party to amend such  agreement,  effective as
          of the date of acquisition of control of such party, to conform to the
          terms of this Agreement with respect to all such territory  outside of
          the United States.

                                       28
<PAGE>

                                    ARTICLE X

                                   Litigation

32.

     (a)  The Company reserves the right to institute any civil,  administrative
          or criminal  proceeding  or action,  and generally to take or seek any
          available legal remedy it deems  desirable,  for the protection of its
          good  reputation and industrial  property rights  (including,  but not
          limited  to, the  Trademarks),  as well as for the  protection  of the
          Concentrates,  the Beverages and the formulas therefor,  and to defend
          any action affecting these matters. At the request of the Company, the
          Bottler will render  reasonable  assistance  in any such  action.  The
          Bottler  may not claim any right  against  the  Company as a result of
          such action or for any failure to take such action.  The Bottler shall
          promptly notify the Company of any litigation or proceeding instituted
          or threatened affecting these matters. The Bottler shall not institute
          any legal or administrative  proceeding  against any third party which
          may affect  the  interests  of the  Company  in  connection  with this
          Agreement without the Company's prior consent.

     (b)  The Company has the sole and  exclusive  right and  responsibility  to
          prosecute and defend all suits relating to the Trademarks. The Company
          may  prosecute or defend any suit  relating to the  Trademarks  in the
          name of the  Bottler  whenever  an issue  in such  suit  involves  the
          Territory  and  therefore it is  appropriate  to act in the  Bottler's
          name, or may proceed  alone in the name of the Company,  provided that
          the  Company  shall  take no action in the  Bottler's  name  which the
          Company knows or should know will  materially  prejudice or impair the
          rights or interests of the Bottler under this Agreement.

                                       29
<PAGE>

     (c)  The Bottler  recognizes  the  importance and benefit to itself and all
          other  bottlers of the  Beverages  of  protecting  the interest of the
          Company  in the  Beverages,  Authorized  Containers  and the  goodwill
          associated  with the  trademarks.  Therefore,  the  Bottler  agrees to
          consult with the Company on all products  liability claims or lawsuits
          brought  against  the  Bottler in  connection  with the  Beverages  or
          Authorized  Containers  and to take such  action  with  respect to the
          defense of any such claim or lawsuit  as the  Company  may  reasonably
          request  in  order to  protect  the  interest  of the  company  in the
          Beverages,  Authorized  Containers  and goodwill  associated  with the
          Trademarks.  Further, the Bottler shall supervise,  control and direct
          the defense of all such products liability claims and lawsuits brought
          against them whether individually or jointly, provided,  however, that
          the  Bottler  and  the  Company   expressly   reserve  all  rights  of
          contribution and indemnity as prescribed by law.

                                   ARTICLE XI

                               Automatic Amendment

33.  In the event that  bottlers,  which  purchased for their own account eighty
     percent (80%) or more of all of the Concentrate for Beverages purchased for
     the account of all bottlers who are parties to agreements  with the Company
     containing  substantially the same terms as this Agreement,  agree with the
     Company to any different provisions to be included in this Agreement,  then
     the Bottler hereby agrees to include an amendment containing such different
     provisions in this Agreement.  The gallons of Concentrate purchased by such
     bottlers shall be determined based on the most recently-ended calendar year
     prior to the date such amendment was first offered to bottlers.

                                       30
<PAGE>

                                   ARTICLE XII

                                     General

34.  For purposes of this Agreement, the following terms shall have the meanings
     set forth below:

     (a)  "person" means an individual, a corporation,  a partnership, a limited
          partnership,  an  association,  a joint-stock  company,  a trust,  any
          unincorporated organization,  or a government or political subdivision
          thereof.

     (b)  "control" (including terms  "controlling",  "controlled by" and "under
          common control with") means: (i) Beneficial Ownership of a majority of
          any  class or series of  voting  securities  of a person;  or (ii) the
          power or authority,  directly or  indirectly,  to elect or designate a
          majority of the members of the board of directors,  or other governing
          body of a person.

35.  The Company  hereby  reserves for its  exclusive  benefit all rights of the
     Company  not  expressly  granted  to the  Bottler  under  the terms of this
     Agreement.

36.

     (a)  Without  relieving  the Bottler of any of its  responsibilities  under
          this Agreement, the Company, from time to time during the term of this
          Agreement,  at its option  and either  free of charge or on such terms
          and conditions as the Company may propose, may offer technology to the
          Bottler which the Company possesses, develops or acquires (and is free
          to  furnish  to third  parties  without  obligation)  relating  to the
          design,  installation,  operation  and  maintenance  of the  plant and
          equipment   appropriate  for  the  maintenance  of  product   quality,
          sanitation  and safety as well as for the  efficient  manufacture  and
          packaging  of  the  Beverages;  or  relating  to  personnel  training,
          accounting  methods,  electronic  data  processing  and  marketing and
          distribution techniques.

                                       31
<PAGE>

     (b)  The Bottler covenants and agrees that, so long as this agreement is in
          effect the Bottler shall install and maintain  management  information
          systems that are capable of interfacing and sharing required data with
          the management  information  systems of the Company in accordance with
          standards established by the Company.

37.  The Bottler agrees:

     (a)  it will not  disclose  to any third  party any  nonpublic  information
          whatsoever  concerning  the  composition  of the  Concentrates  or the
          Beverages,  without the prior consent of the Company,  and it will use
          any such information solely to perform its obligations hereunder;

     (b)  It will at all times treat and maintain as confidential, all nonpublic
          information  that  it  may  receive  at any  time  from  the  Company,
          including, but not limited to:

          (i)  Information  or  instructions  of a  technical  or other  nature,
               relating to the mixing,  sale,  marketing and distribution of the
               product.

          (ii) Information  about  projects or plans worked out in the course of
               this Agreement; and

          (iii)Information   constituting   manufacturing  or  commercial  trade
               secrets.

                                       32
<PAGE>

          The Bottler, further agrees to disclose such information, as necessary
          to  perform  its  obligations  hereunder,  only  to  employees  of its
          enterprise:  (i) who have a reasonable need to know such  information;
          (ii) who have agreed to keep such information  secret;  and (iii) whom
          the Bottler has no reason to believe is untrustworthy; and

     (c)  Upon  the  termination  of  this  Agreement,   Bottler  will  promptly
          surrender to the Company all original documents and all photocopies or
          other reproductions in its possession (including,  but not limited to,
          any  extracts  or  digests  thereof)  containing  or  relating  to any
          nonpublic  information  described in this paragraph 37. Following such
          termination,  and the surrender of such materials, the Bottler and its
          employees  shall  continue  to  hold  any  nonpublic   information  in
          confidence  and refrain  from any further  use or  disclosure  thereof
          whatsoever,  provided  that  such  obligation  shall  expire as to any
          nonpublic  information that does not constitute trade secrets ten (10)
          years following such termination.

38.  The  Bottler  agrees  that it will not  enter  into any  contract  or other
     arrangement  to  manage  or  participate  in the  management  of any  other
     Pepsi-Cola bottler without the prior consent of the Company.

39.  The  Bottler  is an  independent  manufacturer  and  not the  agent  of the
     Company.  The Bottler agrees that it will not represent that it is an agent
     of the Company nor hold itself out as such.

40.  The Bottler  covenants  and agrees  that,  so long as this  Agreement is in
     effect the Bottler shall deliver to Company:

     (i)  Quarterly Statements. As soon as such statements are made available to
          the public,  or if such statements are not regularly made available to
          the public,  an  unaudited  income and expense  statement  and balance
          sheet for the Bottler;

                                       33
<PAGE>

     (ii) Annual Audit Statement.  As soon as such statements are made available
          to the  public,  statements  of income and  retained  earnings  of the
          Bottler for the  just-ended  fiscal year,  and a balance  sheet of the
          Bottler as of the end of such year, accompanied by an opinion from the
          independent public accountants of the Bottler; and

     (iii)Other  information.  With  reasonable  promptness such other financial
          information  as the Company may  reasonably  request in such format as
          the Company may reasonably request.

41.  The Bottler  shall  maintain its books,  accounts and records in accordance
     with generally accepted  accounting  principles and shall permit any person
     designated  in  writing  by the  Company  to visit and  inspect  any of its
     properties,  corporate  books and  financial  records  (including,  but not
     limited  to,  auditor's  workpapers),  and  make  copies  thereof  and take
     extracts therefrom, and to discuss the accounts and finances of the Bottler
     with the principal  officers thereof,  all at such times as the Company may
     reasonably request. The Company's rights of inspection under this paragraph
     41 shall be  exercised  reasonably,  and only for  purposes of  determining
     Bottler's  compliance with its obligations under paragraph 19, so as not to
     interfere with the normal operation of the Bottler's business.  The Company
     will  treat  and  maintain  as  confidential  for a period  of one year all
     nonpublic financial information received from the Bottler.

42.  The parties agree:

     (a)  The  existing  Beverage  Exclusive   Bottling   Appointments  for  the
          Territory and waivers,  authorizations or other agreements  related to
          such existing  Exclusive  Bottling  Appointments are hereby superseded
          and restated in their entirety, and all rights, duties and obligations
          of the  Company  and the  Bottler  regarding  the  Trademarks  and the
          manufacture,  packaging,  distribution  and sale of the  Beverages  in
          Authorized  Containers  shall  be  determined  under  this  Agreement,
          without regard to the terms of any prior  agreement and without regard
          to any prior course of conduct between the parties;

                                       34
<PAGE>

     (b)  As to all matters  addressed  herein,  this  Agreement  sets forth the
          entire  agreement  between the Company and the Bottler,  and all prior
          understandings,  commitments  or  agreements  relating to such matters
          between the parties or their predecessors -in-interest are of no force
          or effect;  provided,  however,  that this  subparagraph (b) shall not
          terminate  the Franchise  Commitment  Letter dated July 17, 1998 among
          P-PR  Transfer LLP, the Bottler and PepsiCo which shall remain in full
          force and effect; and

     (c)  Any waiver or modification of this Agreement or any of its provisions,
          and any notices given or consents made under this Agreement  shall not
          be binding  upon the  Bottler or the  Company  unless made in writing,
          signed  by an  officer  of  the  Company  or by a duly  qualified  and
          authorized  representative of the Bottler, and personally delivered or
          sent by telegram, telex or certified mail to an officer of the Company
          (if  from  the   Bottler)   or  a  duly   qualified   and   authorized
          representative  of the Bottler (if from the Company) at the  principal
          address of such party.

43.  Failure of the  Company to  exercise  promptly  any option or right  herein
     granted or to require strict  performance of any such option or right shall
     not be deemed to be a waiver  of such  option or right,  or of the right to
     demand  subsequent  performance of any and all  obligations  herein imposed
     upon the Bottler.

                                       35
<PAGE>

44.  The Company may  delegate  any of its rights,  performance  or  obligations
     under this Agreement to any  subsidiaries or affiliates of the Company upon
     notice to the Bottler,  but no such delegation shall relieve the Company of
     its obligations hereunder.

45.  If any provision of this Agreement, or the application thereof to any party
     or  circumstance  shall  ever  be  prohibited  by  or  held  invalid  under
     applicable  law, such provision  shall be ineffective to the extent of such
     prohibition  without  invalidating  the remainder of such  provision or any
     other  provision  hereof,  or the  application  of such  provision to other
     parties or circumstances.

46.  This Agreement shall be governed,  construed and interpreted under the laws
     of the State of New York.


IN WITNESS WHEREOF,  the parties have duly executed this Agreement in triplicate
effective as of the day and year first above written.

PEPSICO, INC.                          PEPSIAMERICAS, INC.

By:  /s/ Robert K. Biggart             By:  /s/ Robert C. Pohlad
     ------------------------------         -----------------------------
         Robert K. Biggart                      Robert C. Pohlad

Title:   Assistant Secretary                    Title:   Chief Executive Officer

Date:    October 15, 1999              Date:   October 15, 1999
     ------------------------------         -----------------------------


                                       36
<PAGE>

                                   SCHEDULE A



        Pepsi-Cola
        Diet Pepsi-Cola
        Pepsi-Cola Free
        Diet Pepsi-Cola Free
        Teem
        Diet Teem
        Mountain Dew
        All Sport
        Wonder Kola
        Mandarin Orange Slice
        Diet Mandarin Orange Slice
        Lemon Lime Slice
        Diet Lemon Lime Slice
        Grape Slice

<PAGE>


                                   SCHEDULE B


Puerto Rico