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                                                                   Exhibit 10.16

                     INTERNATIONAL MASTER BOTTLING AGREEMENT

                                     BETWEEN

                                  PEPSICO, INC.

                                       AND

                            PEPSI-GEMEX, S.A. DE C.V.
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                     INTERNATIONAL MASTER BOTTLING AGREEMENT

      THIS AGREEMENT, (this "Agreement") effective as of ___________, 2002, 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 Pepsi-Gemex S.A. de
C.V., a corporation organized and existing under the laws of Mexico having its
principal place of business in Mexico City, Mexico (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 (the Syrups and the soft drinks identified on
      Schedule A, as modified from time to time under paragraphs 21 and 22, are
      together referred to herein as the "Beverages"). The formulas for the
      Concentrates, Syrups and Beverages constitute trade secrets owned by the
      Company;

B.    The Company is the owner of certain proprietary intellectual property,
      including, without limitation, trademarks, trade dress, logos, designs and


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slogans, used in connection with the brands listed in Schedule A (together with
such other trademarks as may be authorized by the Company from time to time for
current use by the Bottler under this Agreement, the "Trademarks"), which, among
other things, identify and distinguish the Concentrates and the Beverages;

C.    The Bottler had been authorized by Company to bottle Beverages in Mexico
      pursuant to certain agreements with the Company (collectively, together
      with all amendments thereto, the "Existing Bottling Appointments"), either
      directly 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


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sufficiency of which are hereby acknowledged, the Company and the Bottler agree
as follows:

                                    ARTICLE I
                                The Authorization

1.    The Company authorizes the Bottler, and the Bottler undertakes, to
      manufacture and package the Beverages and to distribute and sell the
      Beverages only in Authorized Containers, as hereinafter defined, under the
      Trademarks in and throughout the territory described in Schedule B
      (together with any territories added under paragraph 31, and subject to
      the possible elimination of subterritories under paragraph 29, the
      "Territory").

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,


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      specific Authorized Containers in good faith so as to permit the Bottler
      to continue to fully meet the demand in the Territory as a whole for
      Beverages.


                                   ARTICLE II
                             Exclusive Authorization

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

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

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

                                   ARTICLE III
                             Obligations of Bottler
                    Relating to Trademarks and Other Matters

6.    The Bottler acknowledges that the Company is the sole and exclusive owner
      of the Trademarks, and the Bottler agrees not to question or dispute the


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      validity of the Trademarks or their exclusive ownership by the Company. By
      this Agreement, the Company extends to the Bottler only: (i) a
      nonexclusive license to use the trademark "Pepsi-Cola" as part of the
      corporate name of the Bottler; and (ii) an exclusive license to use the
      Trademarks solely in connection with the manufacture, packaging,
      distribution, and sale of the Beverages in Authorized Containers in the
      Territory subject to the rights reserved to the Company under this
      Agreement. Nothing herein, nor any act or failure to act by the Bottler or
      the Company, shall give the Bottler any proprietary or ownership interest
      of any kind in the Trademarks or in the goodwill associated therewith.

7.    The Bottler agrees during the term of this Agreement and in accordance
      with any requirements imposed upon the Bottler under applicable laws that
      neither it nor any Bottler Affiliate will:

      (a)   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;

      (b)   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 similar to, likely to be
            confused with, or passed off for, any of the Concentrates or
            Beverages;


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      (c)   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)   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; or

      (e)   Acquire or hold, directly or indirectly, any ownership interest in,
            or, directly or indirectly, enter into any contract or arrangement
            with respect to, the management or control of, any person within or
            without the Territory that engages in any of the activities
            prohibited by subparagraphs (a), (b), (c) or (d) of this paragraph
            7.

                                   ARTICLE IV
                       Obligations of Bottler Relating to
                   Manufacture and Packaging of the Beverages

8.

      (a)   The Bottler represents and warrants that the Bottler possesses, or
            will possess, in the Territory, prior to the manufacture, packaging
            and distribution of the Beverages, and will maintain during the term
            of this Agreement, such plant or plants, machinery and equipment,


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            trained staff, and distribution and vending facilities as are
            capable of manufacturing, packaging and distributing the Beverages
            in Authorized Containers in accordance with this Agreement, in
            compliance with all applicable governmental and administrative
            requirements, and in sufficient quantities to fully meet the demand
            for the Beverages in Authorized Containers in the Territory.

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

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


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      sufficient quantities of the Beverages in the Authorized Containers, to
      fully meet the demand for the Beverages in Authorized Containers in the
      Territory.

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

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

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


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            shall not be unreasonably withheld. Such approval by the Company
            does not relieve the Bottler of the Bottler's independent
            responsibility to assure that the Authorized Containers, closures,
            cases, cartons and other packages and labels purchased by the
            Bottler are suitable for the purpose intended, and in accordance
            with the good reputation and image of excellence of the Trademarks
            and Beverages.

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

13.   If the Company determines the existence of quality or technical
      difficulties with any Beverage, or any package used for such product, the
      Company shall have the right, immediately and at its sole option, to
      withdraw such product or any such package from the market. The Company
      shall notify the Bottler in writing of such withdrawal, and the Bottler
      shall, upon receipt of notice, immediately cease distribution of such
      product or such package therefor. If so directed by the Company, the
      Bottler shall recall and reacquire the product or package involved from
      any purchaser thereof. If any recall of any product or any of the packages
      used therefor is caused by


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      (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.


                                    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


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      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.

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

16.

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

      (b)   In addition to all other remedies the Company may have against any
            Transshipping Bottler for violation of this paragraph 16, the


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      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.


                                   ARTICLE VI
                           Obligations of the Bottler
                   Relating to the Marketing of the Beverages
                         Financial Capacity and Planning

17.   The continuing responsibility to increase and fully meet the demand for
      the Beverages in Authorized Containers within the Territory rests upon the


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      Bottler. The Bottler agrees to use all approved means as may be reasonably
      necessary to meet this responsibility.

18.

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

      (b)   The parties agree that to fully meet and increase demand for the
            Beverages in Authorized Containers advertising and other forms of
            marketing activities are required. Therefore, the Bottler will spend
            such funds in advertising and marketing the Beverages as may be
            reasonably required to increase, as well as maintain, demand for the
            Beverages in Authorized Containers in the Territory. The Bottler
            shall fully cooperate in and vigorously push all cooperative
            advertising and sales promotion programs and campaigns that may be
            reasonably established by the Company for the Territory. The Bottler
            will use and publish only such advertising, promotional materials or
            other items bearing the Trademarks relating to the


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            Beverages as the Company has approved and authorized. The
            expenditures required by this Article VI shall be made by the
            Bottler. The Company may, in its sole discretion, contribute to such
            expenditures. The Company may also undertake, at its expense,
            independently of the Bottler's marketing programs, any advertising
            or promotional activity that the Company deems appropriate to
            conduct in the Territory, but this shall in no way affect the
            responsibility of the Bottler for increasing the demand for the
            Beverages in Authorized Containers in the Territory.


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

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


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            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 any other agreement with
            the Company regarding the manufacture, packaging, distribution and
            sale of the Beverages in "authorized containers" (as defined in such
            agreements) and specifically setting forth the projected cash flows,
            income and balance sheet (including any capitalization plans) of the
            Bottler and the Bottler Affiliates for such ensuing year 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
            Territory for the period of time covered by the plan.

      (b)   The Bottler shall report to the Company periodically, but not less
            than quarterly, as to its implementation of the approved plan; it is
            understood, however, that the Bottler shall report sales on a
            regular basis as requested by the Company and in such format and
            detail,


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            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 Territory and
            to increase and fully meet the demand for the Beverages in
            Authorized Containers in the Territory. If the Bottler carries out
            the plan in all material respects, it shall be deemed to have
            satisfied the obligations of the Bottler under paragraphs 17, 18, 19
            and 20 for the period of time covered by the plan.

      (c)   Neither the Bottler nor any Bottler Affiliate shall make any
            significant change in the capitalization, debt level or methods of
            financing the operations of the Bottler and Bottler Affiliates set
            forth in any projected balance sheet of the Bottler and Bottler
            Affiliates approved under Paragraph 20(a) hereof without the consent
            of the Company.

                                   ARTICLE VII
                 Reformulation, New Products and Related Matters

21.   The Company has the sole and exclusive right and discretion to reformulate
      any of the Beverages. In addition, the Company has the sole and exclusive
      right and discretion to discontinue any of the Beverages under this
      Agreement, provided (i) such Beverage is discontinued in Mexico in
      Authorized Containers and in such other containers as may have been


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      authorized for use by other Bottlers under their respective bottle
      contracts, and (ii) the Company does not discontinue all Beverages under
      this Agreement. In the event that the Company discontinues any Beverage,
      Schedule A to this Agreement shall be deemed amended by deleting the
      discontinued Beverage from the list of Beverages set forth on Schedule A.

22.   In the event that the Company introduces any new beverage in the Territory
      under the trademarks "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 Territory pursuant to
      the terms and conditions of this Agreement, and Schedule A to this
      Agreement shall be deemed amended by adding such new beverage to the list
      of beverages set forth on Schedule A.

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

                                  ARTICLE VIII
                      Term and Termination of the Agreement

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


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

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

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

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

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

      If any of the conditions described in this paragraph 25 persists so that
      either party's obligation to perform is suspended for a period of six (6)
      months or


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      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 any Bottler Affiliate becomes insolvent; if
                  a petition in bankruptcy is filed against or on behalf of the
                  Bottler or Bottler Affiliate which is not stayed or dismissed
                  within sixty (60) days; if the Bottler or Bottler Affiliate is
                  put in liquidation or placed under sequester; if a receiver is
                  appointed to manage the business of the Bottler or Bottler
                  Affiliate; or if the Bottler or Bottler Affiliate 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 Affiliate adopts a plan of dissolution or
            liquidation other than a plan of dissolution or liquidation that
            results in the transfer or other disposition of assets from the
            Bottler or Bottler Affiliate to one or more wholly-owned subsidiary
            of such Bottler or Bottler Affiliate;

      (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


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            Ownership (as hereinafter defined) of more than fifteen percent
            (15%) of any class or series of voting securities of the Bottler or
            Bottler Affiliate 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 Affiliate of any
            voting securities of Bottler or any Bottler Affiliate;

      (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 Bottler or any Bottler
            Affiliate 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, any Bottler Affiliate or any person in which the
            Bottler or any Bottler Affiliate has Beneficial Ownership of any
            equity or voting securities, or in which the Bottler or any Bottler
            Affiliate 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,


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            or should obtain a right or license to do the same, and if the
            Company has given the Bottler notice that such condition exists and
            that the Company will terminate this Agreement within six (6) months
            if such condition is not eliminated, and if such condition has not
            been eliminated within the six (6) month period.

      (vii) If all or substantially all of the Bottler's or any Bottler
            Affiliate'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 Subsidiaries or Bottler Affiliates to one or
            more wholly-owned subsidiaries of such Bottler, Bottler Subsidiary
            or Bottler Affiliate.

      (viii)If the Bottler or any Bottler Affiliate shall engage in any business
            other than (x) the business of manufacturing, selling or
            distributing non-alcoholic beverages or (y) any business which is
            directly related and incidental to such beverage business.

      (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


                                       22
<PAGE>
                  Bottler and all Bottler Affiliates and full information
                  concerning any entities or parties by whom it is controlled
                  directly or indirectly or which it controls; and

            (iii) to the extent the Bottler has any legal control over changes
                  in the ownership of the Bottler or any entity having direct or
                  indirect ownership or control of the Bottler as described in
                  Section 26(a)(iii) above, not to initiate or implement,
                  consent to or acquiesce in any such change without the prior
                  written consent of the Company.

      (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 or any Bottler Affiliate; provided
                  further that the Affiliated Group formed thereby shall be
                  deemed to have acquired Beneficial Ownership of all voting
                  securities of the Bottler or any Bottler Affiliate
                  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


                                       23
<PAGE>
                  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


                                       24
<PAGE>
                  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.

            (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.

27.

      (a)   In addition to the events of a default described in paragraph 26,
            the Company may also terminate this Agreement, subject to the


                                       25
<PAGE>
            limitations of subparagraph 27(b), in the event of the occurrence of
            any of the following events of default:

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

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

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

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

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

            (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


                                       26
<PAGE>
            storage of the Beverages under good manufacturing practices, as well
            as technical instructions, bulletins and other communications issued
            or amended from time to time by the Company.

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

28.   Upon the termination of this Agreement:


                                       27
<PAGE>
      (a)   The Bottler shall forthwith take such action as necessary to
            eliminate the trademark "Pepsi-Cola" from its corporate name;

      (b)   Any other agreement between the Company and the Bottler or any
            Bottler Affiliate 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)   Thereafter, neither the Bottler nor any Bottler Affiliate will
            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 and the Bottler Affiliate 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 the Bottler Affiliate and from all business papers and
            advertising used or maintained by the Bottler and the Bottler
            Affiliate; and they shall not thereafter hold forth in any manner
            whatsoever that they have any connection with the Company or the
            Beverages; and,

      (e)   The Bottler shall forthwith deliver all Concentrate, Beverage,
            usable returnable or any nonreturnable containers, cases, closures,
            labels, and advertising material bearing the Trademarks, still in
            the Bottler's or a Bottler Affiliate's possession or under the
            Bottler's or a Bottler


                                       28
<PAGE>
            Affiliate's control, to the Company or the Company's nominee, as
            instructed, and, upon receipt, the Company shall pay to the Bottler
            or the Bottler Affiliate 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 or the Bottler Affiliate's expense.
            Containers, closures and advertising material and all other items
            bearing the name of the Bottler or a Bottler Affiliate, 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 or Bottler Affiliate 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 or Bottler Affiliate.

29.

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


                                       29
<PAGE>
            "Subterritory"), the Company may reduce the Territory covered by
            this Agreement, and thereby restrict the Bottler's authorization
            hereunder to the remainder of the Territory, by eliminating the
            Subterritory from the Territory covered by this Agreement.

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

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

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

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

            (iii) Any other agreement between the Bottler, a Bottler Affiliate
                  and the Company regarding the manufacture, packaging,
                  distribution or sale of soft drinks in "authorized containers"


                                       30
<PAGE>
                  (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.

                                   ARTICLE IX
     Transferability/Worldwide and Regional Accounts/Additional Territories

30.   The Bottler hereby acknowledges the personal nature of the Bottler's
      obligations under this Agreement with respect to the performance standards
      applicable to the Bottler, the dependence of the Trademarks on proper
      quality control, the level of marketing effort required of the Bottler to
      increase demand for the Beverages in Authorized Containers, and the
      confidentiality required for protection of the Company's trade secrets and
      confidential information. In recognition of the personal nature of these
      and


                                       31
<PAGE>
      other obligations of the Bottler under this Agreement, the Bottler may not
      assign, transfer or pledge this Agreement or any interest therein, in
      whole or in part, whether voluntarily, involuntarily, or by operation of
      law (including, but not limited to, by merger or liquidation), or delegate
      any material element of the Bottler's performance thereof, or sublicense
      its rights hereunder, in whole or in part, to any third party or parties,
      without the prior consent of the Company. Any attempt to take such action
      without such consent shall be void and shall be deemed to be a material
      breach of this Agreement.

31.

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


                                       32
<PAGE>
            other accounts within the Territory. With respect to the Chain
            Agreements, the Bottler also agrees to use its best efforts to
            support the Company by supplying Beverages in packages other than
            the Syrups to these accounts.

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


                                    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


                                       33
<PAGE>
            available legal remedy it deems desirable, for the protection of its
            good reputation and industrial property rights (including, but not
            limited to, the Trademarks), as well as for the protection of the
            Concentrates, the Beverages and the formulas therefor, and to defend
            any action affecting these matters. At the request of the Company,
            the Bottler will render reasonable assistance in any such action.
            The Bottler may not claim any right against the Company as a result
            of such action or for any failure to take such action. The Bottler
            shall promptly notify the Company of any litigation or proceeding
            instituted or threatened affecting these matters. The Bottler shall
            not institute any legal or administrative proceeding against any
            third party which may affect the interests of the Company in
            connection with this Agreement without the Company's prior consent.

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

      (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


                                       34
<PAGE>
            consult with the Company on all products liability claims or
            lawsuits brought against the Bottler in connection with the
            Beverages or Authorized Containers and to take such action with
            respect to the defense of any such claim or lawsuit as the Company
            may reasonably request in order to protect the interest of the
            company in the Beverages, Authorized Containers and goodwill
            associated with the Trademarks. Further, the Bottler shall
            supervise, control and direct the defense of all such products
            liability claims and lawsuits brought against them whether
            individually or jointly, provided, however, that the Bottler and the
            Company expressly reserve all rights of contribution and indemnity
            as prescribed by law.


                                   ARTICLE XI
                               Automatic Amendment

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

                                   ARTICLE XII


                                       35
<PAGE>
                                     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 limited liability
            company, a partnership, a limited partnership, an association, a
            joint-stock company, a trust, any unincorporated organization, or a
            government or political subdivision thereof.

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

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

36.

      (a)   Without relieving the Bottler of any of its responsibilities under
            this Agreement, the Company, from time to time during the term of
            this Agreement, at its option and either free of charge or on such
            terms and conditions as the Company may propose, may offer
            technology to the Bottler which the Company possesses, develops or
            acquires


                                       36
<PAGE>
            (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.

37.   The Bottler agrees:

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

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

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


                                       37
<PAGE>
            (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.

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.


                                       38
<PAGE>
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

      (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.


                                       39
<PAGE>
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 or related franchise agreement
            with respect to the Territory 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;

      (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


                                       40
<PAGE>
            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


                                       41
<PAGE>
      hereof, or the application of such provision to other parties or
      circumstances.

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


                                       42
<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.                           Pepsi-Gemex S.A. de C.V.


By:                                     By:
   ----------------------------------      -------------------------------------

Title:                                  Title:
      -------------------------------         ----------------------------------

Date:                                   Date:
     --------------------------------        -----------------------------------



                                       43
<PAGE>
                                                                      Schedule A





                                       44
<PAGE>
                                                                      SCHEDULE B




                                       45