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                                                                EXHIBIT 10.15



                         MASTER FOUNTAIN SYRUP AGREEMENT

                                     Between

                                  PEPSICO, INC.

                                       and

                               PEPSIAMERICAS, INC.


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                         MASTER FOUNTAIN SYRUP 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 manufacture of fountain  beverage  syrups (the "Fountain  Syrups").
     The Company  authorizes  others to manufacture the Fountain Syrups from the
     Concentrates  and to  distribute  and sell the  Fountain  Syrups to certain
     customers  for use in preparing  the  fountain  soft drinks  identified  on
     Schedule A (as modified  from time to time under  paragraphs 18 and 19, the
     "Beverages").  The formulas for the  Concentrates,  Fountain Syrups and the
     Beverages constitute trade secrets owned by the Company;

B.   The  Company  is the  owner of the  trademarks  identified  on  Schedule  B
     (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
     Fountain Syrups;

C.   A significant  business of the Bottler is the manufacture and  distribution
     of the Fountain  Syrups either  pursuant to certain  agreements  previously
     entered into with the Company, (collectively,  together with all amendments
     thereto, the "Existing Syrup  Appointments"),  or indirectly through one or
     more persons  controlling,  controlled by or under common  control with the
     Bottler (the "Bottler Affiliates");

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

E.   Conditions  affecting the  production,  sale and  distribution  of Fountain
     Syrups  have   changed   since  the  Company  and  the   Bottler,   or  its
     predecessors-in-interest, entered into the Existing Syrup Appointments, and
     as a consequence,  the Company and the Bottler desire to amend the Existing
     Syrup  Appointments,  the terms of the Existing Syrup  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.

     (a)  The Company authorizes the Bottler,  and the Bottler  undertakes,  to:
          (i)  manufacture  and package the Fountain  Syrups and (ii) distribute
          and sell the Fountain  Syrups under the  Trademarks in and  throughout
          the Territories (as hereinafter  defined) for Local Account  Customers
          (as  hereinafter  defined)  only.  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 its Bottler Affiliates  provided that the Bottler shall remain
          responsible for all  obligations  imposed under this Agreement and for
          all of the conduct of its Bottler Affiliates.

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     (b)  The Company  appoints the Bottler as its sole and exclusive  purchaser
          of the Concentrates for the purpose of manufacturing and packaging the
          Fountain Syrups under the Trademarks for  distribution and sale in the
          Territories to Local Account Customers.

     (c)  (i) "Territories" means each of the territories  identified Schedule C
          hereto  subject to the possible  elimination of  Subterritories  under
          paragraph 26 hereof and including any Territories  added in accordance
          with paragraph 28 hereof.

          (ii)  "Local  Account  Customers"  means a  single  outlet,  chain  or
          multiple outlet operations and cup vending machine operators that have
          all of their outlets located within only one of the Territories.

          (iii)  "National  Account  Customers"  means chain or multiple  outlet
          operations and cup vending machine  operators that have outlets in (x)
          more  than  one of the  Territories  or  (y)  in at  least  one of the
          Territories and in one or more other PepsiCo licensed territories.

          (iv)  "Program  Customer"  means any of the following (a) any National
          Account  Customer  that enters into an  agreement  with the  Company's
          Fountain  Beverage  Division  or  National  Sales  Business  Unit  (or
          successors  thereto) after the date hereof,  (b) any National  Account
          Customer  listed on Schedule D annexed  hereto and made a part hereof,
          (c) any existing National Account Customer,  not otherwise  designated
          as a Program  Customer  hereunder,  if and when such National  Account
          Customer  converts  from DSD (as  defined  below)  to  Commissary  (as
          defined below)  delivery,  or (d) any National Account  Customer,  not
          otherwise designated as a Program Customer hereunder, that Bottler and
          Company agree should be deemed to be a Program Customer.

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          (v)  "Commissary"  means a distributor  of food or beverage or related
          items to restaurants,  hotels, theatres,  stadiums or any other entity
          serving food or beverages  that do not receive  beverage  shipments to
          their outlets through DSD.

                                   ARTICLE II

              Reservation of Company's Rights; Agency Arrangements

2.

     (a)  The  Company  reserves  the right to (i)  manufacture  and package the
          Fountain Syrups and (ii) distribute and sell the Fountain Syrups under
          the  Trademarks in and  throughout  the  Territories  for all National
          Account  Customers.  Notwithstanding  the  foregoing,  if  a  National
          Account Customer elects to receive shipments of Fountain Syrup through
          direct store door delivery  ("DSD") in one or more of the Territories,
          the  Company  shall  appoint the  Bottler,  and upon  appointment  the
          Bottler hereby  undertakes to serve, as the Company's  exclusive agent
          in such  Territories  for the (i)  manufacture  and  packaging  of the
          Fountain Syrups and (ii)  distribution of the Fountain Syrup under the
          Trademarks  to  such  National  Account  Customer.  In the  event  the
          National  Account  Customer  elects to discontinue DSD of the Fountain
          Syrups  at any  time,  or if  the  bottler  refuses  to  serve  as the
          Company's exclusive agent, the exclusive agency granted to the Bottler
          pursuant to this paragraph  shall  immediately  terminate  without any
          liability  whatsoever  to the Company in  connection  therewith.  If a
          National  Account  Customer does not elect DSD, the Company may in its
          sole  discretion  appoint the Bottler as its  non-exclusive  agent for
          manufacturing and packaging  Fountain Syrups for the Company's sale to
          National Account Customers.

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     (b)  The Company  authorizes the Bottler,  and the Bottler  undertakes,  to
          maintain  and service the  equipment  used to dispense  the  Beverages
          located at the premises of all National Account  Customers (unless the
          National  Account  Customer elects to handle its service  requirements
          independently)  in and  throughout the  Territories  provided that the
          Bottler  complies with all of the Company's  requirements  and service
          performance standards.

     (c)  The Company and the Bottler  agree that the rights and  authorizations
          set forth in  Article I and  Article  II  paragraphs  2(a) and (b) are
          necessary to  effectively  promote the  development  and growth of the
          Fountain Syrup business in the Territories. In this regard the Company
          and the Bottler  agree to certain fees and  incentive  payments as set
          forth in  Schedules  E-1 through E-6 hereto,  as may be amended by the
          parties from time to time. The  categories  addressed by Schedules E-1
          through  E-6  are  as  follows:  Bottler  Delivery  Remittance,  Brand
          Development Fee,  Equipment  Service Standards and Fees, New Equipment
          Program, Production Fee, and Service Incentive.

                                  ARTICLE III

                             Obligations of Bottler

                    Relating to Trademarks and Other Matters

3.   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) an exclusive
     license to use the Trademarks  solely in connection  with the  manufacture,
     packaging  and sale of the  Fountain  Syrups for  distribution  and sale to
     Local  Account  Customers  in the  Territories  as set  forth in  Article I
     hereof;  (ii)  an  exclusive  license  to  use  the  Trademarks  solely  in
     connection with the manufacture,  packaging and sale of the Fountain Syrups
     for distribution and sale to National Account  Customers in the Territories
     who  elect  DSD,  as set  forth  in  paragraph  2(a)  hereof;  and  (iii) a
     non-exclusive  license to use the Trademarks  solely in connection with the
     manufacture  and  packaging  of the  Fountain  Syrups for  distribution  to
     National Account Customers in the Territories, who do not elect DSD, as set
     forth in subparagraph 2(a) hereof.  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.

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

     (a)  Not to manufacture, package, sell, deal in or otherwise use or handle,
          directly or indirectly, any "Cola Product" (herein defined to mean any
          soft drink  beverage  or syrup which is  generally  marketed as a cola
          product or which is generally perceived as being a cola product) other
          than a soft drink or syrup manufactured, packaged, distributed or sold
          by the Bottler under authority of the 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, Fountain Syrups or Beverages;

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

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     (d)  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  Territories  that  engages  in  any  of  the  activities
          prohibited by subparagraphs (a), (b), (c) or (d) of this paragraph 4.

                                   ARTICLE IV

                       Obligations of Bottler Relating to

                Manufacture and Packaging of the Fountain Syrups

5.

     (a)  The Bottler  represents  and warrants that the Bottler  possesses,  or
          will possess, in the Territories, prior to the manufacture,  packaging
          and distribution of the Fountain Syrups,  and will maintain during the
          term of this Agreement, such plant or plants, machinery and equipment,
          trained staff, and distribution and fountain vending facilities as are
          capable of  manufacturing,  packaging  and  distributing  the Fountain
          Syrups 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 Fountain Syrups
          in the Territories.

     (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  Fountain  Syrups  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  Fountain  Syrups for other
          bottlers,  and (ii) agreements pursuant to which bottlers may have the
          Fountain  Syrups  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.

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6.   The  Bottler  recognizes  that  increases  in the demand  for the  Fountain
     Syrups,  as well as changes in the packaging used for the Fountain  Syrups,
     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 Fountain Syrups, to
     fully meet the demand for the Fountain Syrups in the Territories.

7.   The Bottler  warrants that the handling and storage of the Concentrates and
     the manufacture,  handling,  storage,  and packaging of the Fountain Syrups
     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 Territories.

8.   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 Fountain  Syrups and the raw materials used in the
     manufacture   of  the   Fountain   Syrups.   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 Fountain Syrups.

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9.

     (a)  For the packaging,  distribution and sale of the Fountain Syrups,  the
          Bottler  shall  use  only  such  packaging  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 packaging  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 packages,  labels,
          and  other  essential   related   materials  bearing  the  Trademarks,
          sufficient  to fully  meet  the  demand  for  Fountain  Syrups  in the
          Territories,  and the  Bottler  shall not use or permit the use of any
          packages,  labels or other  materials,  if they bear the Trademarks or
          contain any Fountain Syrups,  for any purpose other than the packaging
          and  distribution of the Fountain  Syrups.  The Bottler further agrees
          not to refill or otherwise reuse nonreturnable containers.

10.  If  the  Company   determines   the   existence  of  quality  or  technical
     difficulties  with any Fountain Syrup, or any package used for the Fountain
     Syrup,  the  Company  shall  have the  right,  immediately  and at its sole
     option, to withdraw the Fountain Syrup 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
     the Fountain Syrup or such package therefor. If so directed by the Company,
     the  Bottler  shall  recall and  reacquire  the  Fountain  Syrup 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
     Fountain  Syrup  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
     Fountain Syrup 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.

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                                    ARTICLE V

                         Conditions of Purchase and Sale

11.  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.

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12.  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 Fountain  Syrups.  The
     Bottler shall not sell or otherwise  transfer any Concentrate or permit the
     same to get into the hands of third parties.

13.

     (a)  The  Bottler  agrees not to  distribute  or sell any  Fountain  Syrups
          outside the Territories.  The Bottler shall not distribute or sell any
          Fountain Syrups to any person (other than another Bottler  pursuant to
          subparagraph  5(b) and other than as a delivery  agent for the Company
          to National Account  Customers  outside of the Territories which elect
          to receive  Fountain  Syrup  through  distribution  methods other than
          direct  store  delivery as provided in  subparagraph  2(a) hereof) for
          ultimate  sale  outside  the   Territories.   If  any  Fountain  Syrup
          distributed  by the  Bottler is found  outside of the  Territories  in
          violation  of this  paragraph  13,  Bottler  shall be  deemed  to have
          transshipped  such  Fountain  Syrup  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 Territories
          into which any Fountain Syrup is transshipped.

     (b)  In addition  to all other  remedies  the Company may have  against any
          Transshipping  Bottler for violation of this paragraph 13, the Company
          may impose upon any Transshipping  Bottler a charge for each gallon of
          Fountain Syrup transshipped by such Bottler.  The per-gallon 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
          gallon 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.

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                                   ARTICLE VI

                           Obligations of the Bottler

                   Relating to the Marketing of the Beverages

                         Financial Capacity and Planning

14.  The continuing responsibility to increase and fully meet the demand for the
     Fountain Syrups within the Territories rests upon the Bottler.  The Bottler
     agrees to use all  approved  means as may be  reasonably  necessary to meet
     this responsibility.

15.

     (a)  The  Bottler  will push  vigorously  the sale of the  Fountain  Syrups
          throughout  all of the  Territories.  Without in any way  limiting the
          Bottler's  obligation  under this  Paragraph  15, the Bottler must (i)
          fully meet and increase the demand for the Fountain Syrups  throughout
          the Territories  and secure full  distribution up to the maximum sales
          potential  therein  through  all  channels  or  outlets  available  to
          fountain beverages,  using any and all equipment  reasonably necessary
          to secure such distribution;  (ii) service all accounts with frequency
          adequate to keep them at all times fully  supplied  with the  Fountain
          Syrups and (iii) keep the  fountain  dispensing  equipment  located at
          such  channels and outlets in good working  order in  accordance  with
          requirements and performance standards established by the Company.

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     (b)  The  parties  agree  that to fully  meet and  increase  demand for the
          Fountain Syrups  advertising  and other forms of marketing  activities
          are  required.  Therefore,  the  Bottler  will  spend  such  funds  in
          advertising  and  marketing  the Fountain  Syrups as may be reasonably
          required to  increase,  as well as  maintain,  demand for the Fountain
          Syrups in the  Territories.  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  Territories.  The Bottler  will use and publish  only
          such  advertising,  promotional  materials or other items  bearing the
          Trademarks relating to the Fountain Syrups 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  Territories,  but this shall in no way affect the
          responsibility  of the  Bottler  for  increasing  the  demand  for the
          Fountain Syrups.

     (c)  The  obligations  set forth in Paragraphs 14, 15(a)(i) and 15(b) above
          shall be modified as follows.  In the case of Program  Customers only,
          the Bottler and the Company agree that such obligations shall be joint
          obligations of both the Bottler and the Company.

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16.  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 Fountain Syrups.

17.

     (a)  The Company and the Bottler  have agreed upon a business  plan for the
          first  three  years  of 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  plans,  management  plans  and
          advertising  plans of the Bottler with respect to the Fountain  Syrups
          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,  and (ii) the projected sales and capital  expenditures 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  Fountain
          Syrups in the Territories for the period of time covered by the plan.

                                       15
<PAGE>

     (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 16 to push vigorously the sale of the Fountain Syrups
          throughout the  Territories  and to increase and fully meet the demand
          for the Fountain  Syrups in the Territories as set forth in Paragraphs
          14 and 15 hereof.  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 14, 15 and 16 for the period of time covered
          by the plan.

                                   ARTICLE VII

                 Reformulation, New Products and Related Matters

18.  The Company has the sole and exclusive  right and discretion to reformulate
     any of the  Fountain  Syrups.  In  addition,  the  Company has the sole and
     exclusive  right and discretion to discontinue  any of the Fountain  Syrups
     under this Agreement,  provided such Fountain Syrups are  discontinued on a
     national  basis.  In the event that the Company  discontinues  any Fountain
     Syrup, Schedule A to this Agreement shall be deemed amended by deleting the
     discontinued  Fountain Syrups from the list of Fountain Syrups set forth on
     Schedule A.

                                       16
<PAGE>

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

20.  The  Company  has  the  unrestricted  right  to use the  Trademarks  on the
     Fountain  Syrups and on all other products and  merchandise  other than the
     Fountain Syrups in the Territories.

                                  ARTICLE VIII

                      Term and Termination of the Agreement

21.

     (a)  The term of this Agreement shall commence on the effective date hereof
          and, unless earlier terminated in accordance with its provisions, will
          end  on the  fifth  anniversary  of the  effective  date  hereof  (the
          "Initial  Term").  The  Initial  Term  thereafter  shall  be  extended
          automatically  for  additional  periods  of  five  (5)  years  (each a
          "Renewal  Term").  Notwithstanding  the  foregoing,  the  Company  may
          terminate this Agreement  without cause at any time during any Renewal
          Term upon twenty-four (24) months notice.

     (b)  Upon  termination  of this Agreement in accordance  with  subparagraph
          21(a) hereof and  completion of the valuation  process  referred to in
          subparagraph  21(c)  below,  the  Company  shall make a payment to the
          Bottler in an amount  equal to the fair market  value of the  business
          conducted by the Bottler pursuant to the rights and authorizations set
          forth in  Articles I and II hereof,  referred to  collectively  as the
          "Bottler's Fountain Business".

                                       17
<PAGE>

     (c)  In the event that the Company must  compensate  the Bottler  under the
          circumstance  described in Paragraph 21(b) hereof,  the procedures set
          forth on Schedule F shall apply.

22.  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 Fountain Syrups 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 in the
               United States; or

          (ii) the manufacture and  distribution of the Concentrates or Fountain
               Syrups; 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.

                                       18
<PAGE>

         If any of the  conditions  described  in this  paragraph 22 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.

23.

     (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;

          (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;

                                       19
<PAGE>

          (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 the Master  Bottling  Agreement  between  the  Company and the
               Bottler or any person that controls,  directly or indirectly, the
               Bottler is terminated,  unless the Company agrees in writing that
               this subparagraph  23(a)(v) will not be applied by the Company to
               such termination;

          (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 4 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.

                                       20
<PAGE>

          (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  23(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 or which it controls.

     (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.

                                       21
<PAGE>

          (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.

                                       22
<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.

     (d)  Upon the  occurrence  of any of the  events of  default  specified  in
          subparagraph 23(a), the Company may terminate this Agreement by giving
          the Bottler notice to that effect, effective immediately.

24.

     (a)  In addition to the events of a default  described in paragraph 23, the
          Company may also terminate this Agreement,  subject to the limitations
          of  subparagraph  24(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;

                                       23
<PAGE>

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

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

          (iv) If the Fountain Syrups 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 17 in all material respects; or

          (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 Fountain Syrups 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 24, 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  Fountain  Syrup  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 Fountain  Syrups 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  Territories.  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.

                                       24
<PAGE>

25.  Upon the termination of this Agreement:

     (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 Fountain
          Syrups  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  Fountain  Syrups or to make any use of
          the  Trademarks  or any  packaging,  labels  or  advertising  material
          bearing the Trademarks;

                                       25
<PAGE>

     (d)  The Bottler  shall  forthwith  remove and efface all  reference to the
          Company,  the  Fountain  Syrups 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,  Fountain Syrup,
          usable returnable or any nonreturnable containers,  packaging, 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 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  25(e) shall apply upon termination by either party under
          paragraph 22; and upon  termination by the Bottler under  subparagraph
          11. In all other cases,  the Company shall have the right, but not the
          obligation, to purchase the aforementioned items from the Bottler.

                                       26
<PAGE>

26.

     (a)  Subject to the  limitations  set forth in  subparagraph  26(b), in the
          event that the Bottler at any time fails to carry out a plan  approved
          under  paragraph  17 in all  material  respects  in any segment of the
          Territories,  whether defined  geographically  or by type of market or
          outlet,  which segment shall be defined by the Company  (hereinafter a
          "Subterritory"),  the  Company may reduce the  Territories  covered by
          this  Agreement,  and thereby  restrict  the  Bottler's  authorization
          hereunder to the  remainder of the  Territories,  by  eliminating  the
          Subterritory from the Territories covered by this Agreement.

     (b)  In  the  event  of  such  failure,   the  Company  may  eliminate  the
          Subterritory from the Territories  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  Territories  by giving the  Bottler  further
          notice to that effect, effective immediately.

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

          (i)  Schedule  C  to  this  Agreement   shall  be  deemed  amended  by
               eliminating such Subterritory from the Territories;

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

                                       27
<PAGE>

          (iii)Any  other   agreement   between  the  Bottler  and  the  Company
               regarding the  manufacture,  packaging,  distribution  or sale of
               Fountain Syrups 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 Fountain  Syrups in such
               Subterritory,  or to make any use of the  Trademarks,  packaging,
               labels  or  advertising   material   bearing  the  Trademarks  in
               connection  with the sale or  distribution of the Fountain Syrups
               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
               Fountain Syrups.

                                   ARTICLE IX

                     Transferability/Additional Territories

27.  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 Fountain Syrups, 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.

                                       29
<PAGE>

28.

     (a)  The  Bottler  hereby  agrees  that it will not  acquire  or attempt to
          acquire, directly or indirectly,  without the prior written consent of
          the  Company,  the right to  manufacture  and sell any of the Fountain
          Syrups or any equity or economic  interest  in any entity  having such
          rights in any territory  located  outside the Specified Area (the term
          "Specified  Area"  shall  have the  meaning as set forth in the Master
          Bottling  Agreement  between the parties  hereto).  Any acquisition of
          such rights by the Bottler  within the Specified Area shall be subject
          to the approval of the Company,  which  approval shall not be withheld
          if (i) the Bottler has successfully negotiated the acquisition of such
          rights for any such  territories  with the holder  thereof and (ii) in
          the reasonable judgment of the Company, the Bottler has satisfactorily
          performed its obligations under this Agreement.

     (b)  In the event that the Bottler  acquires the right to  manufacture  and
          sell any of the  Fountain  Syrups  in any  territories  in the  United
          States outside of the Territories,  such additional  territories shall
          automatically be deemed to be included within the Territories  covered
          by this  Agreement  for all purposes,  except as set forth below.  Any
          separate   agreement  that  may  exist   concerning   such  additional
          territories  shall be ipso  facto  amended  to conform to the terms of
          this Agreement, except as set forth below. 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  Fountain  Syrups in any  territory in the United  States,  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  in the
          United  States,  except  as  set  forth  below.   Notwithstanding  the
          foregoing,  in the event the Bottler makes any such acquisition  after
          the date hereof,  the Bottler's right to receive the Brand Development
          Fee and the Bottler  Delivery  Remittance  applicable to such acquired
          territories  shall  continue  to be  governed  by the  agreement  that
          existed  between  the  Company  and the former  bottler on the date of
          acquisition,  provided however that (i) such agreement shall be deemed
          to expire five years from the date such  territory was acquired  after
          which date this  Agreement  shall become  applicable  as if it were in
          effect from the date of the  acquisition and (ii) such agreement shall
          only be applicable to those National Account  Customers under contract
          with the former bottler or the Company on the date of the acquisition.

                                       29
<PAGE>

                                    ARTICLE X

                                   Litigation

29.

     (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 and the Fountain Syrups, 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.

                                       30
<PAGE>

     (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
          Territories  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.

     (c)  The Bottler  recognizes  the  importance and benefit to itself and all
          other licensed  manufacturers  and distributors of the Fountain Syrups
          of protecting  the interest of the Company in the Fountain  Syrups 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 Fountain
          Syrups 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  Fountain  Syrups  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.

                                       31
<PAGE>

                                   ARTICLE XI

                               Automatic Amendment

30.  In the event that bottlers  which  purchased  for their own account  eighty
     percent  (80%)  or  more  of all of the  Concentrate  for  Fountain  Syrups
     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.  Such gallons of  Concentrate  purchased  shall
     include  purchases which were concluded in any bottler's  territory through
     Commissary delivery or otherwise to National Account Customers.

                                   ARTICLE XII

                                     General

31.  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.

                                       32
<PAGE>

32.  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.

33.

     (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 Fountain Syrups;  or relating to personnel  training,
          accounting  methods,  electronic  data  processing  and  marketing and
          distribution techniques.

     (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.

34.  The Bottler agrees:

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

                                       33
<PAGE>

     (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.

     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 34. 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.

                                       34
<PAGE>

35.  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.

36.  The Bottler is an independent manufacturer and not the agent of the Company
     except with regard to its provision of certain services to National Account
     Customers.

37.  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  certified  as correct  by the chief  financial
          officer of the Bottler; and

     (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.

                                       35
<PAGE>

38.  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
     38 shall be  exercised  reasonably,  and only for  purposes of  determining
     Bottler's  compliance with its obligations under paragraph 16, 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.

39.  The parties agree:

     (a)  All Existing Syrup Appointments and other waivers, authorizations,  or
          similar documents related to such existing Syrup Appointments,  to the
          extent  they  are  inconsistent   with  this  Agreement,   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 Fountain
          Syrups 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;

     (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; and

                                       36
<PAGE>

     (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.

40.  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.

41.  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.

42.  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.

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

                                       37
<PAGE>


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:_______________________                  By:________________________
         Title: ___________________                  Title: ____________________
         Date: ____________________                  Date: _____________________

                                       38

<PAGE>

                                   SCHEDULE A

                                BEVERAGES-COLAS



                        Pepsi
                        Diet Pepsi
                        Pepsi One
                        Caffeine Free Pepsi
                        Caffeine Free Diet Pepsi
                        Wild Cherry Pepsi
                        Diet Wild Cherry Pepsi

<PAGE>






                                   SCHEDULE B

TRADEMARKS-COLAS

                        Pepsi
                        Pepsi-Cola
                        Diet Pepsi
                        Diet Pepsi-Cola
                        Pepsi One
                        Caffeine Free Pepsi
                        Caffeine Free Pepsi-Cola
                        Caffeine Free Diet Pepsi
                        Caffeine Free Diet Pepsi-Cola
                        Wild Cherry Pepsi
                        Diet Wild Cherry Pepsi

<PAGE>

                                   SCHEDULE C

                                  TERRITORIES
                           Master Bottling Agreement


              STATE         CITY                FORMER BOTTLING ENTITIES
                AR      Camden                  Delta Beverage Group, Inc.
                AR      Jonesboro               Delta Beverage Group, Inc.
                AR      Little Rock             Delta Beverage Group, Inc.
                IA      Esterville              Pepsi-Cola Bottling Company of
                                                Esterville, Inc.
                LA      Monroe                  Delta Beverage Group, Inc.
                LA      New Orleans             Delta Beverage Group, Inc.
                LA      Shreveport              Delta Beverage Group, Inc.
                MN      Ortonville              Min-Dak Beverages, Inc.
                MN      Thief River Falls       Min-Dak Beverages, Inc.
                MS      Carthage                Delta Beverage Group, Inc.
                MS      Columbus                Delta Beverage Group, Inc.
                MS      Greenville              Delta Beverage Group, Inc.
                MS      Tupelo                  Delta Beverage Group, Inc.
                MS      Winona                  Delta Beverage Group, Inc.
                ND      Bismark                 Pepsi-Cola Bottling Company of
                                                Fargo, Inc.
                ND      Fargo                   Pepsi-Cola Bottling Company of
                                                Fargo, Inc.
                ND      Grand Forks             Pepsi-Cola Bottling Company of
                                                Grand Forks, Inc.
                SD      Aberdeen                Pepsi-Cola Bottling Company of
                                                Aberdeen, South Dakota
                SD      Sioux Falls             Pepsi-Cola Bottling Co. of Sioux
                                                Falls
                TN      Jackson                 Delta Beverage Group, Inc.
                TN      Memphis                 Delta Beverage Group, Inc.
                TX      Texarkana               Delta Beverage Group, Inc.

<PAGE>





                                   SCHEDULE D

         List of Program Customers Referred to at Paragraph 1(c)(iv)(b)


<TABLE>
<CAPTION>
<S>                      <C>                        <C>                  <C>
Taco Bell                 AM-PM                      KFC                  Marriott
Arby's                    Dunkin Donuts              Circle K             Ponderosa/Bonanza
Canteen                   California Pizza Kitchen   Chevron              Shell
General Cinema            Roy Rogers                 Walmart/Sam's        Regal Cinemas
Jack In The Box           Steak & Ale/Bennigans      Sonic                Sizzler
Lees Famous Recipe        Quiktrip                   Coastal Mart         DAKA
Long John Silvers         Brueggers Bagels           Amoco                Aramark
Morrison's/Ruby Tuesday   National Amusements        Hardee's             Texaco
                          Dairy Mart                 Kenny Rogers         Galardi Group/Wienerschnitzel
Pizza Hut                 Mobil                      Subway               Southland
Shoney's/Captain D's      AVA                        Western Sizzlin      Casey's General Stores
Wendy's                   Church's/Popeye's          Dairy Queen          Sbarro's
</TABLE>

<PAGE>





                                  SCHEDULE E-1

                          BOTTLER DELIVERY REMITTANCE


The Company will pay a per-gallon fee (the "Bottler" Delivery Remittance" as
hereinafter defined) to the Bottler as the Company's agent for manufacturing
and delivering the Fountain Syrup to National Account Customers electing DSD
in accordance with the provisions of paragraph 2(a) above.  Such fees shall be
established by the Company on an annual basis in accordance with the terms of
this agreement.  If the Bottler, as agent of the Company, collects payments
from a National Account Customer for Fountain Syrup it has delivered to a
National Account Customer, the amount due and payable by the Bottler to the
Company with respect to such Fountain Syrup (the "Bottler Delivery Fee Charge")
shall be equal to the difference between (i) the price per gallon of such
Fountain Syrup for National Account Customers as established by the Company (the
"National Account List Price") and (ii) the amount of the corresponding Bottler
Delivery Remittance.

Subject to paragraph 28(b) of the Master Fountain Syrup Agreement, the Company
and the Bottler agree, that for those National Account Customers included in
the categories listed below, the Company will reduce the amount of the Bottler
Delivery Remittance paid to the Bottler by a specified per gallon amount.


<PAGE>

Business Unit (or successors) and that elect DSD.  The Bottler Deliver
Remittance applicable to such National Account Customers shall be reduced by
$0.40 per gallon.


<PAGE>

II.  A reduced Bottler Delivery Remittance will apply to any National Account
Customer described in Paragraph 1(c)(iv)(b) and (d) of this Agreement, if and
when such National Account Customer enters into a new National Account
agreement or extends or renews its current agreement with the Company.  The
Bottler Delivery Remittance applicable to such National Account Customers shall
be reduced by $0.10 per gallon during the first 12 months following such new
agreement, extension or renewal and such reduction shall increase by $0.10 per
gallon in each 12 month period following the date the initial reduction became
applicable to such National Account Customer, to a maximum of $0.40 per gallon.

If during the Initial Term or any Renewal Term there is an increase in the
National Account List Price for any Fountain Syrup (a "National Account Price
Increase") that exceeds any corresponding increase in the cost of concentrate
for the manufacture of a gallon of such Fountain Syrup (a "Concentrate Cost
Increase"), the amount of the Bottler Delivery Remittance shall be increased by
at least an amount equal to the sum of the Concentrate Cost Increase plus 25%
of the amount by which the National Account Price Increase exceeds the
Concentrate Cost Increase.

By way of examples, the following chart sets forth adjustments to the Bottler
Delivery Remittance and the Bottler Delivery Fee Charge under various scenarios
(all amounts in cents per gallon):

  Increase                             Minimum Increase in        Maximum
National Account     Concentrate Cost   Bottler Delivery      Bottler Delivery
      Fee
 Price Increase           Increase         Remittance              Charge
----------------     ----------------  -------------------   -------------------

        0                    0                  0                     0
        5                    8                  5                     0
       10                   10                 10                     0
       20                    8                 11                     9


8 cents Concentrate Cost Increase plus 3 cents (i.e. 25% of the 12 cents excess
of the 20 cents National Account Price Increase over the 8 cents Concentrate
Cost Increase)

<PAGE>




                                  SCHEDULE E-2

                             BRAND DEVELOPMENT FEE


The Company will pay a fee (hereafter called the "Brand Development Fee") to
the Bottler for each gallon of Fountain Syrup sold by the Company to National
Account Customers (other than National Account Customers serviced through DSD
as set forth in Paragraph 2(a) above).  The Brand Development Fee will be equal
to eight percent (8%) of the Company's list price for Fountain Syrup.

For those National Account Customers included in the categories listed below,
the Company will reduce the Brand Development Fee paid to the Bottler by a
specified per gallon amount.

CATEGORIES:

I.  New National Account Customers that are not under contract on the date
hereof and are sold by the Company's Fountain Beverage Division or National
Sales Business Unit (or successors) during the Initial Term or any Renewal Term.
The Bottler will not receive any Brand Development Fee or National Account
Customers in this category.


<PAGE>

II.  Any National Account Customer described at Paragraph 1(c)(iv)(b), (c) and
(d) of this Agreement will be subject to a reduced Brand Development Fee if and
when the National Account Customer enters into a new National Account agreement
or extends or renews its current agreement with the Company, or in the case of
those accounts listed on Exhibit E-2 hereto converts from DSD to commissary
delivery.  The Brand Development Fee applicable to such National Account
Customers shall be reduced from 8% to 6% of the Company's list price in the
first 12 months following such and shall decrease by an equal amount in each 12
month new agreement extension or renewal service following the date the initial
reduction became applicable to such National Account Customer until such Brand
Development Fee no longer applies.

<PAGE>





                                  EXHIBIT E-2



                                Taco Bell
                                KFC
                                Pizza Hut

<PAGE>





                                  SCHEDULE E-3

                      EQUIPMENT SERVICE STANDARDS AND FEES


Company has established a service program as set forth hereafter (the "Service
Program") for the Initial Term and any Renewal Term, which applies to Program
Customers.  The Service Program contains the following elements:

(i)  The Bottler (assuming it is in compliance with the Company's reasonable
service standards) shall have a right of first refusal to provide service as the
Company's service agent.

(ii)  If the Bottler agrees to act as the Company's service agent the Bottler
will provide service according to the existing Sudden Service standards attached
hereto as Exhibit E-3(i).

(iii)  If the Company adopts new or revised service standards, any such new
standards must be reasonable.  In the event any such new or revised service
standards result in increases or decreases to the Bottler's costs, the Company's
payments in Exhibit E-3(ii) (described in sub-paragraph (iv) below) will be
increased or decreased accordingly.

(iv)  The Bottler, as the Company's service agent will be paid a

<PAGE>


Customers regardless of whether the Program Customer is receiving delivery
through a Commissary or through DSD.

<PAGE>


                                                                  Exhibit E-3(i)


                   Sudden Service Standards--Bottler Coverage
                   ------------------------------------------

        o       24 hours - 7 day/week repair answering service

        o       7 a.m. to 11 p.m. dispatching - 7 days per week

        o       4 hour response time during regular dispatching hours

        o       Reimbursement for service all willl be computed on the basis of
                a one hour minimum plus fifteen minute increment (or portion
                thereof) in excess of one hour.  Drive time will not be included
                in the above computation except where special circumstances
                related to an outlet location apply.

        o       One preventative maintenance check per outlet every 6 months
                (taking 20-30 minutes to complete).

<PAGE>

                                                                 Exhibit E-3(ii)


                             Bottler Service Rates
                             ---------------------


Rate per Call           Geography
-------------           ---------

    $65                 Los Angeles, Miami, Chicago, Boston,
                        Baltimore/Washington D.C., Alaska, New York City

    $55                 HI, CA, WA, MD, IL, SC, AR, NV

    $50                 CT, FL, GA, VA, MN, OR, NY, IN, NJ, WI, ME, NC,
                        OH, AZ, DL, MA, LA, PA, RI, WV, MO, ND, AL, MS

    $45                 NE, MI, CO, IA, TX, TN, SD, KS, MT, OK, UT, KY,
                        NH, VT

    $40                 WY, ID, NM

<PAGE>




                                  SCHEDULE E-4

                             NEW EQUIPMENT PROGRAM


The Company has established a new equipment program for the Initial Term and any
Renewal Term which will be applicable only to the Program Customers.  The
equipment program contains the following elements:

        (i)  The Company will provide equipment to National Account Customers
that enter into agreements with the Company's Fountain Beverage Division or
National Sales Business Unit (or successors thereto) after the date hereof.

        (ii)  The Company will offer to purchase from the Bottler any equipment
on loan from the Bottler to a National Account Customer that converts from DSD
to commissary delivery.  The purchase price will be the fair market value of
such equipment.  As used herein, fair market value will take into account costs,
age, condition, and resale opportunities.  The Bottler will grant the Company
such reasonable access to the Bottler's books and records as is necessary to
determine identity, age, and cost of equipment.

        (iii)  If the Company and the Bottler fail to agree on the

                                 [TEXT MISSING]

<PAGE>

                                  SCHEDULE E-5

                                 PRODUCTION FEE


During the Initial Term and any Renewal Term the Company will pay a fee to the
Bottler for production of all Fountain Syrup produced by the Bottler for
delivery to a Commissary at brand specific per gallon rates reasonably
established by the Company.  The rates shall be calculated to include a margin
that is 3.3% above product average variable costs, adjusted for concentrate
increases and cumulative increases or decreases in the price of high fructose
corn syrup which exceeds $0.05 per gallon of Fountain Syrup.  Transportation
will be reimbursed separately according to a regional delivery rate table to be
reasonably established by the Company on an annual basis.

<PAGE>





                                  SCHEDULE E-6

                               SERVICE INCENTIVE


The Company has established an equipment service incentive fund, to be paid to
the Bottler in accordance with the following formula.  Initially, this fund
will be paid at the rate of $0.15 per gallon on all Fountain Syrup delivered by
a Commissary to those National Account Customers in the Territories whose
gallons do not qualify the Bottler to receive any Brand Development Fee provided
that the Bottler meets the service criteria set forth in Schedule E-3, as
amended from time to time.  This Fund may be adjusted in subsequent years at the
sole discretion of the Company.

<PAGE>




                                   SCHEDULE F

                         COMPENSATION UPON TERMINATION



1.  At least 90 days prior to the end of a period for which a notice of
termination is deliverd by the Company to the Bottler, the Company and the
Bottler shall decide on a mutually acceptable appraiser for determining the
amount of the Exit Value (as defined below).  If the parties cannot agree, each
party shall choose a recognized, experienced independent appraiser, which
appraisers shall in turn choose a third appraiser who shall be responsible for
conducting the appraisal and determining the Exit Value (any such appraiser is
referred to herein as the "Appraiser").

2.  The parties shall provide the Appraiser with a letter setting forth the
guidelines for the conduct of the appraisal proceedings.  Such guidelines shall
specify (a) that the Appraiser utilizes 5 years of Projected Cash Flow (as
defined below), (b) that the Appraiser assume that such cash flows would be
derived from the value of the Bottler's Fountain Business, with normal capital
expenditures and investments in the Bottler's Fountain Business.

<PAGE>

4.  Definitions:

        (a)  "Projected Cash Flow" means the projected After-Tax Cash Flow of
the Bottler's Fountain Business, based on (i) the actual After-Tax Cash Flow
(as defined below) of the Bottler's Fountain Business for the four (4) 12-month
periods ending six months prior to termination, and (ii) revenue, cost and
gallon sales growth trends for each segment of the Bottler's Fountain Business.

        (b)  "After-Tax Cash Flow" means net income, after taxes, plus reversal
of any provisions for depreciation or amortization and plus or minus net
interest expense or income, as the case may be, all determined in accordance
with generally accepted accounting principles then in effect.

        (c)  "Exit Value" shall mean five (5) years of discounted Projected Cash
Flow (as defined below); plus, in either case, the net book value (determined
in accordance with U.S. generally accepted accounting principles then in effect)
of the tangible assets of the Bottler used in the conduct of Bottler's Fountain
Business, less related liabilities assumed by the Company.  The discount factor
to be used in connection with any calculation of Exit Value shall be the

<PAGE>





                                  EXHIBIT F-1


                        WEIGHTED AVERAGE COST OF CAPITAL
                                     (WACC)

PepsiCo's WACC is determined by taking the average of the long term expected
return on debt and equity, weighted by their proportion in PepsiCo's capital
structure:

        WACC    =       Rd x D% + Rd x E%

                Rd      =       Expected after-tax return on debt
                D%      =       Percentage of Net Debt to Total Capital
                Re      =       Expected return on Equity
                E%      =       Percentage of Equity to Total Capital

Rd is the after-tax yield on a 30-year PepsiCo bond.

Re is determined by using the Capital Asset Pricing Model.

        Re              =       Rf + Beta x (Rm-Rf)

                        Rf      =       30-year Treasury yield
                        Beta    =       PepsiCo's Beta, (value line)
                        Rf-Rm   =       Market risk premium, (Alcar)