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                                                                   EXHIBIT 10.14

                            MASTER BOTTLING AGREEMENT

                                     Between

                                  PEPSICO, INC.

                                       and

                               PEPSIAMERICAS, INC.



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-                           MASTER BOTTLING AGREEMENT

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

                              W I T N E S S E T H :

WHEREAS

A.   The Company  manufactures and sells the concentrates  (the  "Concentrates")
     for the Beverages (as hereinafter  defined).  The Company authorizes others
     to manufacture the syrups prepared from the  Concentrates for the Beverages
     (the "Syrups") and to manufacture  from the Syrups and sell the soft drinks
     identified on Schedule A (as modified from time to time under paragraphs 21
     and 22, the  "Beverages").  The formulas for the  Concentrates,  Syrups and
     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
     Concentrates, the Syrups and the Beverages;

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

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

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

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


                                    ARTICLE I

                                The Authorization

1.   The  Company  authorizes  the  Bottler,  and  the  Bottler  undertakes,  to
     manufacture  and  package  the  Beverages  and to  distribute  and sell the
     Beverages only in Authorized Containers,  as hereinafter defined, under the
     Trademarks  in and  throughout  the  territories  identified  in Schedule C
     (together with any territories added under paragraph 31, and subject to the
     possible   elimination   of   subterritories   under   paragraph   29,  the
     "Territories").  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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2.   The Company will, from time to time, in its discretion,  approve containers
     of certain types,  sizes, shapes and other  distinguishing  characteristics
     (collectively, subject to any additions, deletions and modifications by the
     Company, the "Authorized Containers").  A list of Authorized Containers for
     each  Beverage  will be provided by the Company to the Bottler,  which list
     may be amended by the Company from time to time by additions,  deletions or
     modifications.  The Bottler is authorized to use only Authorized Containers
     in the  manufacture,  distribution  and sale of the Beverages.  The Company
     reserves the right to withdraw from time to time its approval of any of the
     Authorized  Containers  upon six (6) months notice to the Bottler,  and, in
     such event, the repurchase  provisions of subparagraph 28(e) shall apply to
     containers so disapproved  that are owned by the Bottler.  The Company will
     exercise its right to approve,  and to withdraw  its approval of,  specific
     Authorized Containers in good faith so as to permit the Bottler to continue
     to fully meet the demand in the  Territories  as a whole for  Beverages  in
     containers of the nature identified on Schedule D.

                                   ARTICLE II

                             Exclusive Authorization

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

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4.   The Company  agrees not to authorize any other party  whatsoever to use the
     Trademarks on Beverages in Authorized  Containers,  or any other containers
     of the nature  identified  on  Schedule  D, for  purposes  of resale in the
     Territories.

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

                                   ARTICLE III

                             Obligations of Bottler

                    Relating to Trademarks and Other Matters

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

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

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

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     (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, Syrups or Beverages;

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

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

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

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                                   ARTICLE IV

                       Obligations of Bottler Relating to

                   Manufacture and Packaging of the Beverages

8.

     (a)  The Bottler  represents  and warrants that the Bottler  possesses,  or
          will possess, in the Territories, prior to the manufacture,  packaging
          and  distribution of the Beverages,  and will maintain during the term
          of this  Agreement,  such plant or plants,  machinery  and  equipment,
          trained staff, and distribution and vending  facilities as are capable
          of   manufacturing,   packaging  and  distributing  the  Beverages  in
          Authorized Containers in accordance with this Agreement, in compliance
          with all applicable governmental and administrative requirements,  and
          in sufficient quantities to fully meet the demand for the Beverages in
          Authorized Containers in the 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  Beverages  for sale by another
          bottler.   Such  agreements  include,  but  are  not  limited  to  (i)
          agreements  permitting  bottlers,  subject to certain  conditions,  to
          commence or continue to manufacture  the Beverages for other bottlers,
          and (ii) agreements  pursuant to which bottlers may have the Beverages
          manufactured  for them by  other  Company-authorized  entities.  It is
          hereby agreed that the Company shall not unreasonably withhold (i) any
          consents  required by such  agreements,  or (ii) approval of Bottler's
          participation in such agreements.  All such existing  agreements shall
          remain in full force and effect in accordance with their terms.

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

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

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

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12.

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

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

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

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                                    ARTICLE V

                         Conditions of Purchase and Sale

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

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

16.

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

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

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                                   ARTICLE VI

                           Obligations of the Bottler

                   Relating to the Marketing of the Beverages

                         Financial Capacity and Planning

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

18.

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

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

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

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20.

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

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

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                                   ARTICLE VII

                 Reformulation, New Products and Related Matters

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

22.  In  the  event  that  the  Company  introduces  any  new  beverage  in  the
     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 beverage in Authorized Containers 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
     beverage to the list of beverages set forth on Schedule A.

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

                                  ARTICLE VIII

                      Term and Termination of the Agreement

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

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

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

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

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

                                       16
<PAGE>

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

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

26.

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

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

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

                                       17
<PAGE>

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

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

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

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

                                       18
<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   subsidiary   of  such   Bottler  or  such  Bottler
               Subsidiary.

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

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

          (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.

                                       19
<PAGE>

     (c)  For the purposes of this Agreement:

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

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

                                       20
<PAGE>

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

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

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

                                       21
<PAGE>

27.

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

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

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

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

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

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

          (vi) If the Bottler  materially  breaches any of the  Bottler's  other
               obligations under this Agreement.  The standards and instructions
               of  the  Company   comprise   privately   published   information
               concerning the manufacture, handling and storage of the Beverages
               under  good  manufacturing   practices,   as  well  as  technical
               instructions,   bulletins  and  other  communications  issued  or
               amended from time to time by the Company.

                                       22
<PAGE>


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

     28. 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;

                                       23
<PAGE>

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

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

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

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

                                       24
<PAGE>

29.

          (a)  Subject to the limitations  set forth in  subparagraph  29(b), in
               the event that the  Bottler at any time fails to carry out a plan
               approved  under  paragraph  20 in all  material  respects  in any
               segment of the Territories,  whether defined geographically or by
               type of market or outlet,  which  segment shall be defined by the
               Company (hereinafter "Subterritory"),  the Company may reduce the
               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
               Subterritories  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.

                                       25
<PAGE>

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

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

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

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

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

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

                                       26
<PAGE>

                                   ARTICLE IX

                     Transferability/Additional Territories

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

31.

     (a)  The Company shall designate an area (the "Specified  Area") consisting
          of territories  proximate to the Territories  representing,  as of the
          date  hereof,  approximately  2.99%  of all  United  States  sales  of
          Beverages in Authorized Containers.  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 Beverages in Authorized Containers, or
          any equity or economic  interest in any entity having such rights,  in
          any territory  located  outside the Specified Area. 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.

                                       27
<PAGE>

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

                                    ARTICLE X

                                   Litigation

32.

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

                                       28
<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  bottlers of the  Beverages  of  protecting  the interest of the
          Company  in the  Beverages,  Authorized  Containers  and the  goodwill
          associated  with the  trademarks.  Therefore,  the  Bottler  agrees to
          consult with the Company on all products  liability claims or lawsuits
          brought  against  the  Bottler in  connection  with the  Beverages  or
          Authorized  Containers  and to take such  action  with  respect to the
          defense of any such claim or lawsuit  as the  Company  may  reasonably
          request  in  order to  protect  the  interest  of the  company  in the
          Beverages,  Authorized  Containers  and goodwill  associated  with the
          Trademarks.  Further, the Bottler shall supervise,  control and direct
          the defense of all such products liability claims and lawsuits brought
          against them whether individually or jointly, provided,  however, that
          the  Bottler  and  the  Company   expressly   reserve  all  rights  of
          contribution and indemnity as prescribed by law.

                                       29
<PAGE>

                                   ARTICLE XI

                               Automatic Amendment

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

                                   ARTICLE XII

                                     General

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

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

                                       30
<PAGE>

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

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

36.

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

     (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.

                                       31
<PAGE>

37.  The Bottler agrees:

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

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

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

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

          (iii)Information   constituting   manufacturing  or  commercial  trade
               secrets.

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

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

                                       32
<PAGE>

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

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

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

     (i)  Quarterly Statements. As soon as such statements are made available to
          the public,  or if such statements are not regularly made available to
          the public, within thirty days after such fiscal quarter, 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,  or if such statements are not regularly made available
          to the  public,  within  120 days after the end of each  fiscal  year,
          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

                                       33
<PAGE>

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

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

42.  The parties agree:

     (a)  All Existing Bottling Appointments, and other waivers,  authorizations
          or similar documents  related to such Existing Bottling  Appointments,
          to the extent  that 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 Beverages in Authorized  Containers shall be determined under this
          Agreement,  without  regard to the terms of any  prior  agreement  and
          without regard to any prior course of conduct between the parties;

                                       34
<PAGE>

     (b)  As to all matters  addressed  herein,  this  Agreement  sets forth the
          entire  agreement  between the Company and the Bottler,  and all prior
          understandings,  commitments  or  agreements  relating to such matters
          between the parties or their predecessors -in-interest are of no force
          or effect; and

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

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

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

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

                                       35
<PAGE>

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


<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:  _______________________

<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.