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                                                                     EXHIBIT 4.7

                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                         NON-QUALIFIED STOCK OPTION PLAN


         THIS STOCK OPTION PLAN is made as of this 30 day of December, 1996, by
PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a corporation organized under the laws
of the State of Delaware (the "Company"), for the benefit of those persons
designated as Participants (as hereinafter defined) under this Plan by the Board
of Directors of the Company.

1.       PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
         provide a means whereby the Company may, through the grant of stock
         options ("Options") to Key Employees and directors of the Company or
         its subsidiaries or affiliates, attract and retain persons of ability
         and motivate such persons to exert their best efforts on behalf of the
         Company and its subsidiaries or affiliates. The term "Key Employee"
         shall mean and include those employees and directors of the Company or
         any subsidiary or affiliate thereof who are considered especially
         important to the future of the Company. For purposes of this Plan, the
         Key Employees who receive Options hereunder are hereafter referred to
         as "Participants."

2.       ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
         Board of Directors of the Company. Accordingly, the Board shall have
         complete authority to interpret all provisions of this Plan consistent
         with law, to prescribe, amend, and rescind any rules and regulations
         necessary or appropriate for the administration of the Plan and to make
         such other determinations and take such other action as it deems
         necessary or advisable to carry out the Plan. Any interpretation,
         determination or other action made or taken by the Board shall be
         final, binding and conclusive. The Board, however, is authorized to
         create a committee (the "Stock Option Committee" or "Committee"), which
         shall consist of at least three (3) directors selected by the Board, to
         assist the Board in the management and administration of the Plan. The
         Board may also select one or more directors as alternate members of the
         Stock Option Committee who may take the place of any absent member or
         members at any meeting of the Stock Option Committee. The Stock Option
         Committee shall not have any decision making authority hereunder except
         that it may recommend to the Board any action to be taken hereunder. In
         this respect, the Board of Directors of the Company has selected and
         hereby appoints John W. Beck, Richard Reiss and Anton Schedlbauer to
         serve as the initial members of the Stock Option Committee who shall
         serve as such and in such capacity for such period of time until the
         Board shall select and appoint any successor members of the Stock
         Option Committee.


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3.       GRANT OF OPTIONS.

         a.       Subject to and in accordance with the provisions of this Plan,
                  the Board of Directors of the Company shall (i) determine and
                  designate the Participants to whom Options are to be granted,
                  (ii) determine the number of shares of the Company's Class B
                  Common Stock ("Class B Common Stock") subject to the Options,
                  (iii) determine the price and the manner in which Options
                  shall be exercisable and the duration of the vesting and
                  exercise periods for such Option, which for purposes hereof
                  may include immediate vesting of Options; and (iv) determine
                  the timing when Options will be granted and any conditions
                  that must be satisfied before an award is made. In no event
                  shall any Option granted under the Plan be an "incentive stock
                  option," as defined in Section 422 of the U.S. Internal
                  Revenue Code of 1986, as amended (the "Code"), unless it is
                  designated by the Board (upon recommendation of the Committee,
                  if applicable) as such at or before the time the Option is
                  granted. The aggregate fair market value (as determined under
                  Section 5 to the extent not inconsistent with Section 422 of
                  the Code), determined as of the date an Option is granted, of
                  the Class B Common Stock for which any Participant may be
                  awarded incentive stock options which are first exercisable by
                  the participant during any calendar year under the Plan (or
                  any other stock option plan required to be taken into account
                  under Section 422(d) of the Code) shall not exceed $100,000.

         b.       Options granted under this Plan shall be evidenced by a
                  written agreement to be signed by the Participant and by all
                  members of the Committee, or any one of them designated for
                  such proposes, which agreement shall set forth the terms and
                  conditions of such Options, including the number of Options
                  granted, the purchase price for the Class B Common Stock
                  covered by such Options and the vesting and exercise
                  schedules. Each Participant shall acknowledge in such
                  agreement receipt of a copy of this Plan and shall agree to be
                  bound by all the terms and provisions hereof.

         c.       Any provision to the contrary herein contained
                  notwithstanding, no Options may be granted to any Participant
                  unless and until such Participant shall have been employed by,
                  or served as a director of, the Company or any of its
                  subsidiaries or affiliates for at least one (1) year prior to
                  the date such Options are granted.

         d.       Options granted hereunder shall have a term of no longer than
                  ten (10) years from the date of their grant and shall vest and
                  become exercisable in accordance with the terms of their
                  grant. Options may be exercisable in



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                  installments during the option period; however, options must
                  be exercised for full shares of Class B Common Stock. In the
                  case of "incentive stock options" granted to an individual
                  described in Section 422(b) of the Code (relating to certain
                  10% owners), such Options shall have a term of no longer than
                  five (5) years from the date of their grant.

         e.       For purposes of determining the eligibility of a Participant
                  to exercise Options granted hereunder, the Board may request
                  such certificates, documents or other information from
                  officers of the Company or otherwise property evidencing such
                  Participant's eligibility.

         f.       The total number of shares of Class B Common Stock with
                  respect to which options may be granted under the Plan is
                  500,000 subject to adjustment as set forth in Section 7. Any
                  shares of Class B Common Stock with respect to which an Option
                  expires or otherwise is forfeited pursuant to the terms of the
                  Plan or any Option award agreement shall thereupon again
                  become available for new grants of Options.

4.       RESTRICTIONS ON EXERCISE BASED ON TERMINATION OF EMPLOYMENT.

         a.       No Option held by a Participant may be exercised after the
                  termination of the Participant's employment with the Company
                  or an affiliate or subsidiary thereof, except that (i) if such
                  termination occurs by reason of the Participant's death, total
                  disability or retirement, then all Options vested in the
                  Participant as of the date of such event shall immediately
                  become exercisable and may be exercised until the expiration
                  of such vested Options, and all unvested Options held by the
                  Participant as of such date shall automatically expire and
                  terminate; and (ii) if such termination occurs by reason of
                  the Participant's being terminated without cause or voluntary
                  resignation, then all Options vested in the Participant as of
                  the date of such termination or resignation shall immediately
                  become exercisable and may be exercised for a period of thirty
                  (30) days after the date of such termination or resignation,
                  and all unvested Options held by the Participant as of such
                  date shall automatically expire and terminate.

         b.       In the event a Participant's employment is terminated "with
                  cause" (as defined below), then the Participant shall forfeit
                  all rights to any unexercised Options granted hereunder,
                  whether or not vested, and all of his or her outstanding
                  Options shall automatically terminate and lapse. The term
                  "with cause" means termination as a result of a Participant's
                  dishonesty, misuse of drugs or alcohol, collusion with
                  competitors, misconduct or gross negligence.



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5.       PURCHASE PRICE. Except as specifically set forth in this Plan (or in an
         attachment hereto), the price per share of Class B Common Stock at
         which Options granted under this Plan may be exercised by the
         Participants shall be such price determined by the Board of Directors,
         which, without otherwise limiting the right to determine such price,
         may be the Fair Market Value (as defined below) of a share of Class B
         Common Stock of the Company on the date such Option is granted, or
         less, including $0 (herein the "Purchase Price"). For purposes hereof,
         the "Fair Market Value" of a share of Class B Common Stock of the
         Company shall be equal to (i) the sales price for a share of the Class
         B Common Stock as quoted in the New York Stock Exchange at close of
         business on such date, if, at the time an Option is granted, the Class
         B Common Stock is publicly traded on the New York Stock Exchange, or
         (ii) if, at the time an Option is granted the Class B Common Stock is
         not publicly traded, such value as determined by an independent third
         party expert selected by the Committee.

6.       PAYMENT OF PURCHASE PRICE UPON EXERCISE.

         a.       Each Option shall provide that the Purchase Price for the
                  shares of Class B Common Stock as to which an Option is
                  exercised shall be paid in full in cash or in such other
                  consideration as the Board of Directors may deem appropriate
                  on the date of such exercise. Upon receipt of payment, the
                  Company shall deliver to the Participant exercising such
                  Option a certificate for such shares of Class B Common Stock.
                  It shall be a condition to the performance of the Company's
                  obligation to issue shares of Class B Common Stock upon
                  exercise of an Option that the Participant exercising such
                  Option pay any applicable foreign, United States federal
                  (including FICA), state or, local withholding taxes which the
                  Company is obligated to collect with respect to the transfer
                  of Class B Common Stock upon such exercise.

         b.       A Participant shall have none of the rights of a shareholder
                  of the company until shares of Class B Common Stock are
                  transferred to him, and no adjustment will be made for
                  dividends or other rights for which the record date is prior
                  to the date such Option was exercised.

         c.       The Participants to whom Options have been awarded and who
                  have exercised any rights granted thereunder pursuant to this
                  Plan shall acknowledge at the time of purchase that they are
                  not acquiring the shares of Class B Common Stock with a view
                  to distribute them in violation of any applicable federal or
                  state securities laws or the regulations promulgated
                  thereunder. The shares of Class B Common Stock subject to the
                  Options awarded hereunder, if and when subscribed, will
                  constitute "restricted securities," as such term is defined in
                  Rule 144 of the Securities Act of 1933, as amended (the
                  "Act"), and accordingly, said shares must be held
                  indefinitely, until subsequently



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                  registered under the Act, an exemption from such regulation is
                  available or they are resold pursuant to Rule 144 under the
                  Act only after being held for two (2) years following the
                  exercise of Options by a Participant and the payment of the
                  full subscription price, and thereafter only in conformance
                  with the volume requirements of Rule 144. Therefore, upon
                  exercise all Participants shall acknowledge that no shares of
                  Class B Common Stock shall be transferred under the Plan until
                  all legal requirements applicable to the transfer of such
                  shares have been complied with to the satisfaction of the
                  Board of Directors of the Company. In this respect, the Board
                  shall have the right to condition any transfer of shares to
                  any Participant upon such Participant's written undertaking to
                  comply with such restrictions on his subsequent disposition of
                  such shares as the Board shall deem necessary or advisable as
                  a result of any applicable law, regulation or official
                  interpretation thereof. Certificates representing shares of
                  Class B Common Stock may be legended to reflect any of the
                  foregoing restrictions. Transferees of Option Shares that
                  constitute "restricted securities" under Rule 144 promulgated
                  by the SEC under the Act or any successor regulation shall
                  have the same rights as the Participants under this Section 6
                  with respect to such shares of Class B Common Stock.

                  In the event of any sale of shares of Class B Common Stock by
                  any Participant pursuant to the terms of Rule 144 of the Act,
                  upon exercise, the Company will cooperate in supplying such
                  information as may be necessary to complete and file any
                  information reporting forms presently or hereafter required by
                  the Securities and Exchange Commission (the "SEC") as a
                  condition to the availability of an exemption from the Act for
                  the sale of restricted securities.

7.       Registration Rights.

         a.       Whenever the Company proposes to file under the Act a
                  registration statement relating to the issuance or sale of any
                  of its shares of capital stock (other than a registration
                  statement (i) required to be filed in respect of employee
                  benefit plans of the Company on Form S-8 or any successor form
                  from time to time in effect, or (ii) on Form 8-4 or any
                  successor form, with respect to any dividend reinvestment plan
                  of the Company, the Company shall at least 30 days prior to
                  such filing give effective written notice of such proposed
                  filing to the Optionee. Upon receipt by the Company not more
                  than 15 days after such effective notice of a written request
                  from a Participant whose Options have vested for registration
                  of shares of Class B Common Stock subject to such Options
                  (herein the "Option Shares"), the Company shall (1) include in
                  such registration statement or in a separate registration
                  statement concurrently filed, and use its best efforts to
                  cause such registration statement to become



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                  effective with respect to, the Option Shares as to which such
                  Participant requests registration, and (2) if such proposed
                  registration is in connection with an underwritten offering,
                  upon request of said Participant cause the managing
                  underwriter therefor to include in such offering the Option
                  Shares as to which the Participant requests such inclusion, on
                  terms and conditions comparable to those of the other shares
                  to be offered, provided that the Company shall have the right
                  to postpone or withdraw any registration effected pursuant to
                  this Section 7 without any obligation to the Participant.

         b.       Whenever a Participant whose Options have vested or has vested
                  Options requests in writing to the Company that it registers
                  under the Act any Option Shares, the Company within five days
                  after such request is effective shall promptly file a
                  registration statement on Form S-8, together with such other
                  documents or writings required thereunder, in order to
                  register the Option Shares requested by such Participant to be
                  registered.

         c.       All fees, disbursements and expenses incurred by the Company
                  in connection with any registration pursuant to this Section 7
                  shall be borne by the Company, including, without limitation,
                  all registration and filing fees, all costs of preparation and
                  printing of any registration statement and related prospectus
                  and any amendments or supplements thereto, all fees and
                  disbursements of counsel for the Company, the expenses of
                  complying with applicable securities or blue sky laws, and all
                  costs in connection with the preparation and delivery of any
                  other documents related thereto.

8.       ADJUSTMENT IN EVENT OF CHANGE IN CLASS B COMMON STOCK. In the event of
         any change in shares of the Class B Common Stock by reason of any stock
         dividend, recapitalization, exchange of shares or split up of the
         issued and outstanding shares of Class B Common Stock, the number of
         such shares of Class B Common Stock subject to the Options granted and
         outstanding hereunder at such time, and the Purchase Price per share,
         shall be appropriately adjusted to prevent dilution and to maintain the
         proportion and cost of the Class B Common Stock subject to such
         Options. In the event of a reorganization, merger or consolidation
         wherein the Company is not the surviving entity, the Board shall allow
         the Participants to exercise the rights with respect to the Options
         that are granted and outstanding prior to the consummation of any such
         merger, reorganization or consolidation or shall take any other action
         it may deem appropriate in order to prevent any loss of value held by
         the Participants with respect to any Options granted hereunder.

9.       AMENDMENTS AND DISCONTINUANCE. The Board of Directors of the Company
         may from time to time amend, suspend or discontinue the Plan; provided,
         however, that the Board may not make any amendment that would, if such
         amendment were not



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         approved by the shareholders, cause grants under the Plan to fail to
         satisfy the requirements for exemption under Section 16 of the United
         States Securities Exchange Act of 1934, as amended, unless and until
         shareholder approval is obtained. No amendment of this Plan shall
         materially and adversely affect any right of any Participant with
         respect to any Options theretofore granted or awarded without such
         Participant's consent.

10.      EXPIRATION DATE. This Plan shall expire and no further Options may be
         issued under the Plan on the earlier of (i) ten (10) years after the
         date hereof or (ii) the date the Board of Directors of the Company
         decide to terminate the Plan.

11.      NON TRANSFERABILITY OF OPTIONS. The Options granted under this Plan
         shall not be assignable or transferable by a Participant other than by
         will or the laws of descent and distribution, and the Options may be
         exercised during the lifetime of a Participant only by the Participant
         or, in the event the Participant is incapable of acting by reason of
         total disability, by his or her legal representative.

12.      NO RIGHTS TO AWARDS OR CONTINUED EMPLOYMENT. Nothing contained in this
         Plan or in any Option granted hereunder shall confer upon any
         Participant any rights to continue in the employ of the Company, or any
         of its subsidiaries or affiliates, or alter the right of the Company or
         any of its subsidiaries or affiliates to terminate his or her
         employment at any time. Except as specifically set forth herein, no
         person shall have any claim or right to be granted Options under this
         Plan.

         IN WITNESS WHEREOF, an authorized representative of the Company hereby
signs and executes this Plan as of the day and year first above written.

PEPSI-COLA PUERTO RICO
BOTTLING COMPANY

By: /s/ John W. Beck, Chairman



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                               AMENDMENT NO. 1 TO
                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                         NONQUALIFIED STOCK OPTION PLAN


         Pursuant to the amendment authority retained by the Board of Directors
of Pepsi-Cola Puerto Rico Bottling Company (the "Company") in Section 9 of the
Pepsi-Cola Puerto Rico Bottling Company Nonqualified Stock Option Plan (the
"Plan") adopted December 30, 1996, the Plan is hereby amended in the following
respects:

         Section 3(c) is deleted and replaced with the following language:

         "Options may be granted to any Key Employees and directors of the
         Company or its subsidiaries or affiliates at any time without regard to
         the completion of any period of service before the dates such options
         are granted."

         "This provision shall be effective as of August 1, 1998."

         This Amendment shall be effective as of the date approved by the Board
of Directors.

         But for these changes the Plan established December 30, 1996 shall
remain in full force and effect.

         IN WITNESS WHEREOF, an authorized representative of the Company hereby
signs and executes this Plan as of the day and year first above written.

         Dated this 3rd day of November, 1998.

                                       PEPSI-COLA PUERTO RICO BOTTLING COMPANY



                                       By /s/ John F. Bierbaum
                                          ----------------------------
                                          John F. Bierbaum
                                          Its: Chief Financial Officer



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                               AMENDMENT NO. 2 TO
                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                         NONQUALIFIED STOCK OPTION PLAN


         Pursuant to the amendment authority retained by the Board of Directors
of Pepsi-Cola Puerto Rico Bottling Company (the "Company") in Section 9 of the
Pepsi-Cola Puerto Rico Bottling Company Nonqualified Stock Option Plan (the
"Plan") adopted December 30, 1996, the Plan is hereby amended in the following
respects:

         Section 4(b) shall be deleted in its entirety and replaced with the
following language:

         "(b) In the event a Participant's employment is terminated "with cause"
         (as defined below), then the Participant shall forfeit all rights to
         any unexercised Options granted hereunder, whether or not vested, and
         all of his or her outstanding Options shall automatically terminate and
         lapse. The term "with cause" means involuntary termination of a
         Participant's employment or service as a director by the Company upon
         the occurrence of any of the following:

                  (i) the willful and continued failure by a Participant to
                  substantially perform Participant's duties with the Company
                  (other than any such failure as resulting from Participant's
                  disability), after a demand for performances delivered to the
                  Participant which identifies the manner in which the Company
                  believes that the Participant has not performed his or her
                  duties and the Participant has failed to resume substantial
                  performance of those duties on a continuous basis within 14
                  days of receiving such demand;

                  (ii) the Participant's willful engaging in conduct which is
                  demonstrable and materially injurious to the Company,
                  monetarily or otherwise;

                  (iii) the Participant's conviction of a felony which impairs
                  his/her ability substantially to perform the Participant's
                  duties with the Company;

                  (iv) the Participant's personal dishonesty, incompetence,
                  breach of fiduciary duty for personal profit or willful
                  violation of any law, rule or regulation (other than traffic
                  violations or similar offenses) or final cease and desist
                  order.



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         For purposes of this subparagraph (b), no act or failure to act on the
         part of the Participant shall be deemed "willful" unless done or
         omitted to be done by the Participant not in good faith and without
         reasonable belief that the Participant's actions or omission was in the
         best interest of the Company. Failure to perform duties with the
         Company during any period of disability shall not constitute Cause. The
         Company shall give notice to the Participant of any determination that
         the Participant's termination is with Cause."

         This Amendment shall be effective as of the date approved by the Board
of Directors.

         But for these changes the Plan established December 30, 1996 shall
remain in full force and effect.

         IN WITNESS WHEREOF, an authorized representative of the Company hereby
signs and executes this Plan as of the day and year first above written.

         Dated this 3rd day of November, 1998.

                                       PEPSI-COLA PUERTO RICO BOTTLING COMPANY



                                       By /s/ Brian Wenger
                                          -------------------------

                                       Its  Secretary
                                          -------------------------