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                                                                    Exhibit 10.2
                   PEPSI-COLA EXCLUSIVE BOTTLING APPOINTMENT


                              DATED July 17, 1998


         1. PepsiCo, Inc., a corporation organized under the laws of the State
of North Carolina, with general offices at 700 Anderson Hill Road, Purchase, New
York (herein called the "Company"), hereby appoints Pepsi-Cola Puerto Rico
Bottling Company, located at Carretaria 865 Km. 0.4, Bo. Candelaria Arenas, Tao
Baja, Puerto Rico 00949 (the "Bottler"), its exclusive Bottler to bottle, sell
and distribute the Pepsi-Cola, Diet Pepsi-Cola, Pepsi-Cola Free, Teem, Mountain
Dew, All Sport, Wonder Kola, Mandarin Orange Slice, Diet Mandarin Orange Slice,
Lemon Lime Slice, Diet Lemon Lime Slice and Grape Slice soft drink beverages
(the "Beverages") under the trademarks PEPSI, PEPSI-COLA, DIET PEPSI, DIET
PEPSI-COLA and PEPSI-COLA FREE, DIET PEPSI-COLA FREE, TEEM, DIET TEEM, MOUNTAIN
DEW, ALL SPORT, DIET ALL SPORT, WONDER KOLA, MANDARIN ORANGE SLICE, DIET
MANDARIN ORANGE SLICE, LEMON LIME SLICE, DIET LEMON LIME SLICE and GRAPE SLICE
(the "Trademarks") solely within the United States Commonwealth of Puerto Rico
(the "Territory").

         2. The term of this Appointment shall be for ten (10) years commencing
from the date of this Appointment. This Appointment shall be automatically
extended for additional terms of five (5) years each, unless either party shall
give written notice to the other party at least one (1) year in advance of the
expiration of each term of its intention not to renew.

         3.       The Bottler will:

         (a) purchase all units of concentrate ("Units") required for the
Beverages from the seller of concentrate designated by the Company ("Seller") at
the price and on the terms and conditions established in the Franchise
Commitment Letter dated the date hereof (the "Franchise Commitment Letter")
among the Company, P-PR Transfer, LLP and the Bottler;

         (b) at its expense, obtain all import licenses and permits for
shipments of any imported machinery, equipment, or other materials (other than
Units) required for the production, selling and distributing of the Beverages;

         (c) follow precisely all instructions issued by the Company in the use,
handling and processing of Beverages concentrates, and the production and
handling of the Beverages;

         (d) operate a thoroughly clean and sanitary bottling plant at
Carretaria 865 Km. 0.4, Bo. Candelaria Arenas, Tao Baja, Puerto Rico 00949 and
such other bottling plants of the Bottler in the Territory which are approved by
the Company for the production of the Beverages and properly install and
maintain all water treating, purifying and filtering equipment;

         (e) permit the Company's agents during working hours to inspect the
Bottler's plant, warehouses, equipment and materials, to check operations and
methods, and to take samples of the Beverages and water, materials and supplies;

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         (f) at least once each month furnish to the Company adequate samples of
the Beverages and water used in producing the Beverages;

         (g) sell the Beverages only in the size, type and design bottle, can or
other package as the Company approves;

         (h) use its best efforts to increase sales and gain market share by
actively promoting and soliciting the sale of the Beverages, by keeping all
accounts fully supplied with Beverages, and by securing full distribution
through all available channels;

         (i) fully comply with all applicable laws and regulations;

         (j) use only advertising and promotional strategies and materials as
approved by the Company and make the advertising and marketing expenditures as
agreed between the Company and the Bottler;

         (k) sell the Beverages to retailers at prevailing competitive market
prices together with competitive case and bottle deposits;

         (1) not produce, distribute or sell, directly or indirectly, in the
Territory any beverage other than the Beverages or other beverages not owned by
the Company which are authorized pursuant to the terms of the Franchise
Commitment Letter;

         (m) not use any trademark, designation or trade dress which imitates or
can be confused with the Company's Trademarks, designations or trade dress; and

         (n) not distribute or sell, directly or indirectly, the Beverage
outside of the Territory except pursuant to exclusive bottling appointments
issued by the Company to the Bottler or otherwise specifically authorized in
writing by the Company.

         4. The Bottler agrees to follow precisely the quality standard for the
Beverages published by the Company from time to time relating to raw materials,
production, storage and product rotation. From time to time during the term of
this Appointment the Company shall notify the Bottler of its minimum objectives
pertaining to consumer quality parameters, including, but not limited to, taste,
brix, carbonation and appearance. A market sampling agent shall be appointed by
the Company to determine compliance with these minimum objectives. If the
Bottler fails to achieve any of the minimum objectives, the Bottler agrees that
the Company shall have the right to require the Bottler to cease production of
the Beverages in the relevant bottling plant of the Bottler until the Bottler
demonstrates to the Company its ability to meet such objectives.

         5. This Appointment cannot be transferred, assigned, pledged, mortgaged
or otherwise disposed of by the Bottler, in whole or in part, without the
Company's prior written consent. The Company's right to withhold this consent
shall be absolute and unqualified.

         6. The Bottler recognizes the Company's ownership of its Trademarks and
will take no action which will prejudice or harm the Trademarks, or the
Company's ownership

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therein. Nothing in this Appointment shall confer upon the Bottler any right in
the Trademarks, trade names, slogans, symbols or other designs used in
connection with the Beverages or the associated goodwill. All use of the
Trademarks is for the Company's benefit and subject to the Company's approval.

         7. (a) Upon the happening of any one or more of the following events,
in addition to all other rights and remedies, the Company shall have the right
to immediately terminate this Appointment by written notice to the Bottler:

         (i) the failure of the Bottler to perform or comply in any material
respect with any one or more of the terms or conditions of this Appointment or
the Franchise Commitment Letter after the Company has given to the Bottler
notice of such failure and the Bottler has not cured such failure within a cure
period of 30 days;

         (ii) any sale, transfer or other disposition, whether by operation of
law or otherwise, of either (x) the shares of stock or other evidence of
ownership of the Bottler which results in P-PR Transfer, LLP, a Delaware limited
liability partnership, owning less than the number of shares of the capital
stock of the Bottler which entitles P-PR Transfer, LLP to cast a majority of the
votes of the shareholders at a shareholders meeting of the Bottler or (y)
substantially all of the assets of the Bottler, in each case without the prior
written consent of the Company which in its absolute and unqualified discretion
may be withheld;

         (iii) the insolvency of the Bottler; or the assignment by the Bottler
for the benefit of creditors; or the filing of a voluntary bankruptcy, judicial
liquidation, or reorganization petition by the Bottler; or the failure of the
Bottler to vacate an involuntary bankruptcy or reorganization petition filed
against the Bottler within sixty (60) days from the date of such filing; or the
failure of the Bottler to vacate, set side or have dismissed any insolvency
proceeding involving the Bottler under any applicable law within sixty (60) days
from the date of the commencement of any such proceeding; or the dissolution of
the Bottler for any cause whatsoever. The term "Bottler" in this paragraph shall
include any individual or entity which directly or indirectly controls the
Bottler; or

         (iv) the termination of another exclusive bottling appointment between
the Company and the Bottler.

         (b) In the event this Appointment is terminated by the Company for any
of the foregoing reasons, the Bottler shall not, for a period of two years
following the effective date of termination, engage in the bottling, sale or
distribution of any cola soft drink products in the Territory.

         8. (a) The Bottler recognizes that the Company has granted this
Appointment in reliance upon the character, skills, aptitude and business and
financial capacity of the Bottler and in reliance upon the Bottler's commitment
for the duration of this Appointment. The Company and the Bottler agree that in
the event that the Bottler, for any reason, causes a premature termination of
this Appointment, the Company will suffer irreparable harm entitling it not only
to injunctive relief but to all of the other rights and remedies provided
herein.

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                  (b) In the event that the Bottler breaches this Appointment by
terminating this Appointment prior to the end of its term or breaches paragraph
7(a)(ii), then, in addition to the Company's rights to terminate this
Appointment or exercise its other remedies specified in paragraph 7, the Company
shall have the right to collect liquidated damages which amount shall be the sum
of (x) an amount determined by multiplying the total number of Units purchased
by the Bottler during the eighteen (18) month period immediately preceding the
date of such occurrence by the price per Unit in effect on the date of such
occurrence (which, if in local currency, will be the equivalent United States
Dollar price per Unit at the prevailing exchange rate then in effect) and (y) an
amount equal to that which the Bottler received from the Company during the
eighteen (18) month period immediately preceding the date of such occurrence for
contributions or assistance for advertising, marketing activities, acquisition
of assets and in general for otherwise promoting the sale of the Beverage
(which, if in local currency, will be the equivalent United States Dollars of
such contributions at the prevailing exchange rate in effect when such
contributions were made).

         (c) In the event the Company has the right to collect liquidated
damages pursuant to paragraph (b) and the Bottler (or any of its subsidiaries or
affiliated companies) sells any cola soft drink products in the Territory at any
time during the two year period after termination of this Appointment, the
foregoing liquidated damage calculation shall be doubled.

         (d) The provisions of paragraphs 8 (b) and (c) shall in no way be
deemed to be a limitation or in lieu of any other rights and remedies which the
Company may have under this Appointment, including, without limitation, the
rights of the Company to enforce the Bottler's commitment contained in paragraph
7(b).

         9. Upon termination of this Appointment the Bottler will have no right
to sell the Beverages in the Territory or use in any way the Trademarks, trade
names, slogans, symbols and other designs of the Company and agrees that the
Company may cancel all trademark user registrations. Further, the Company shall
have the right to elect to purchase all or part of the Bottler's glass bottles,
shells, coolers and vendors containing the Trademarks at the invoice price less
a reasonable allowance for depreciation.

         10. Nothing in this Appointment shall create or be deemed to create any
relationship of agency, partnership or joint venture between the Bottler and the
Company. The Bottler will assume full responsibility and liability for, and will
hold the Company harmless from any loss, injury and/or damages resulting from or
claimed to result from any act or omission on the part of the Bottler in the
performance of its obligations under this Appointment. Further, and without
limiting the generality of the foregoing, the Bottler agrees to indemnify and
hold harmless the Company from any and all product liability and damage claims,
howsoever caused, including the legal costs of defending such claims which are
alleged to have arisen as a result of the negligence, breach of contract,
implied or express, of the Bottler and/or any act or omission on the part of the
Bottler. The Company will assume full responsibility and liability for, and will
hold the Bottler harmless from any provable loss, damage or claim resulting from
defective concentrate; such indemnity to arise provided the Bottler has strictly
complied with the Company's instructions for the bottling of the Beverages. In
furtherance of the obligations imposed upon the Bottler within this paragraph,
the Bottler must at all times carry product liability and personal and property
damage insurance in an amount sufficient 

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to satisfy in full any claim advanced against the Company and, if requested by
the Company, furnish a Certificate of Insurance or such other reasonable proof
of adequate insurance coverage.

         11. Neither party shall be liable for failure to comply with this
Appointment when such failure has been caused solely by fire, strike, war,
insurrection, government restriction, force majeure or other causes beyond the
control of the party involved but best efforts shall be used to cure the default
as quickly as possible.

         12. In the event the Bottler uses wholesale distributors to distribute
the Beverages, the Bottler is obligated to insure that all distributors comply
fully with all of the terms and conditions of this Appointment relative to
distribution.

         13. This Appointment expresses fully the understanding between the
parties, and all prior understandings whether oral or written are hereby
canceled. This Appointment may be modified only in writing signed by the
parties.

         14. In the event any provision of this Appointment becomes
unenforceable or invalid, this shall not affect the validity or enforce ability
of any other provision

         15. The failure by the Company to enforce at any time any one or more
of the terms of this Appointment shall not be a waiver of the Company's right
thereafter to enforce each and every term.

         16. All notices required under this Appointment shall be hand delivered
or sent by overnight courier to the addresses of the parties set forth in
paragraph 1.

         17. This Appointment shall be governed by the laws of the State of New
York, U.S.A. All disputes arising in connection with this Appointment shall be
finally settled in accordance with the Rules of Conciliation and Arbitration of
the International Chamber of Commerce by three arbitrators. Arbitration shall
take place in New York, New York, U.S.A. in the English language. The
arbitrators shall decide by majority vote. The arbitrators shall also decide and
fix in their award which party or parties shall bear the arbitration costs. Each
party shall appoint one arbitrator, and these two arbitrators shall appoint the
third arbitrator, who shall be Chairman of the Arbitral Tribunal. If the two
arbitrators are unable to upon the nomination of the third arbitrator within 30
days after their nomination, the third arbitrator shall be appointed by the
President of the International Chamber of Commerce. Judgment upon the award may
be entered in any court with jurisdiction.


IN WITNESS WHEREOF, the Company and the Bottler have duly executed and delivered
this Appointment as of the date first set forth above.

                                         PepsiCo, Inc.



                                         By:_________________________________

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                                               Assistant Secretary


ACCEPTED AND AGREED TO:

Pepsi-Cola Puerto Rico Bottling Company


By:____________________________________