SUPPLEMENTAL AGREEMENT


          THIS SUPPLEMENTAL AGREEMENT (the "Agreement") is made and entered
into  as  of  August  29,  1997,  by  and  among Browne Bottling Company, a
Delaware corporation (the "Company"), All-American Bottling Financial Corp.
("Financial"), Stephen B. Browne, an individual  ("SBB"), Browne and Browne
Partners,  an  Oklahoma  general  partnership  ("B&B"),   Browne   Oklahoma
Properties  Partnership, an Oklahoma general partnership ("BOP"), Tennessee
Properties  Partnership,  an  Oklahoma  general  partnership  ("TOP"),  and
Stephen B. Browne, as Trustee of a trust created for the benefit of Stephen
Virgil Browne  ("Trustee")  (SBB,  B&B,  BOP, TOP and Trustee are sometimes
referred to collectively as "Browne"), and  Records Investments, L.L.C., an
Oklahoma limited liability company ("Records").

                             RECITALS

          A.   The Company, SBB, B&B, BOP and  Tom  L.  King  ("King")  are
parties  to  or  otherwise  bound  by the terms and provisions of a certain
Stockholders' Agreement, as amended  and  restated  on August 16, 1993 (the
"Stockholders' Agreement"), the terms of which are incorporated  herein  by
this reference.

          B.   Effective August 29, 1997, Records acquired 84,228 shares of
the  Company's outstanding shares of common stock, par value $.01 per share
(the "Common  Stock")  and 500 shares of the Company's outstanding Series B
Preferred Stock, par value  $.01 per share (the "Series B Preferred Stock")
from persons previously bound  by  the Stockholders' Agreement and, as part
of such transaction, Records has agreed  to  be  bound  by  the  terms  and
provisions  of the Stockholders' Agreement.  Since August 29, 1997, Records
has also acquired  warrants  to  purchase  ("Warrants")  an aggregate 9,145
shares  of  Common  Stock at an exercise price of $.01 per share.   Records
beneficially owns $8,187,000  principal  amount of 13% Senior Secured Notes
due 2001, Series B, issued by the Company's  wholly-owned  subsidiary, All-
American Bottling Corporation, a Delaware corporation ("All-American") (the
"Senior Notes").

          C.   Browne owns 500 shares of Series B Preferred  Stock, 107,016
shares  of  Common  Stock  and  Warrants to purchase an aggregate of  9,144
shares of Common Stock at a price  of  $.01 per share.  Browne beneficially
owns $11,506,000 principal amount of Senior Notes.

          D.   Financial owns Warrants to  purchase  an  aggregate of 1,183
shares of Common Stock.

          E.   King beneficially owns 1,000 shares of Common Stock.

          F.   The  parties  desire  to enter into certain agreements  with
respect to the ownership of the Company's  Series B Preferred Stock, Common
Stock, Senior Notes and Warrants and governance  of  the Company which will
supplement and be in addition to the Stockholders' Agreement,  all  as more
fully set forth herein.

                             AGREEMENT

          In  consideration  of  the  recitals  set  forth above and of the
mutual  covenants,  benefits and burdens set forth in this  Agreement,  and
other valuable consideration,  the  receipt  and  sufficiency  of  which is
hereby acknowledged, the parties hereto agree as follows:

          1.   CERTAIN DEFINITIONS.  The terms "Agreement," "All-American,"
"Browne,"   "Common  Stock,"  "Company,"  "Financial,"  "Records,"  "Senior
Notes,"  "Series   B   Preferred   Stock,"  "Stockholders'  Agreement"  and
"Warrants"  shall  have  the meanings specified  above.   In  addition  the
following terms shall have the meanings indicated:

               "AFFILIATE"   -  Any  Person  that  directly  or  indirectly
controls, is controlled by, or  is  under common control with the Person in
question.  The term "control" means the possession, directly or indirectly,
of  the  power  to  direct or cause the direction  of  the  management  and
policies of a Person,  whether  through  ownership of voting securities, by
contract or otherwise.

               "BOARD" - The Board of Directors of the Company.

               "BOARD APPROVAL" - The affirmative  approval  of  at least a
majority of all persons duly elected or appointed to, and constituting, the
entire Board of Directors of the Company (the "Directors").

               "MAJORITY IN INTEREST" - Reference to a Majority in Interest
or any other specified percentage in Interest shall mean those shareholders
entitled to vote, who, at the time of determination thereof, have  either a
majority  or  the specified percentage, as the case may be, of the combined
voting power of  all  Securities entitled to vote on the particular matter,
as the case may be.

               "MAJORITY VOTE" - With respect to the Board, the affirmative
vote of at least a majority of the Directors.

               "MERGER" - The statutory merger of the Company with and into
Newco as provided for in Section 3.2 of this Agreement.

               "NEWCO" - A newly formed Oklahoma corporation into which the
Company shall be merged in the Merger.

               "NEW COMMON  STOCK"  -  The  common  stock  of  Newco or the
Company  to  be issued upon consummation of the Transaction, having  a  par
value of $.01 per share.

               "PERSON"   -   Any   individual,  corporation,  association,
partnership, joint venture, trust, estate, or other entity or organization.

               "SECURITIES" - The Company's  Series  A Preferred Stock, par
value $.01 per share ("Series A Preferred Stock), Series B Preferred Stock,
Common Stock, Nonvoting Common Stock, par value $.01 per  share ("Nonvoting
Common Stock") and Warrants.

               "SPLIT" - A reverse split of the Company's Common Stock.

               "STOCKHOLDER"   -  A  holder  of  record  of  the  Company's
outstanding Securities.

               "STOCKHOLDER APPROVAL" - The affirmative vote by the holders
of Securities representing not less  than  51% of the total combined voting
power of all outstanding Securities having the right to vote.

               "TRANSACTION" - The Merger or the Split.

          2.   CAPITALIZATION OF THE COMPANY.   The  capitalization  of the
Company consists of:

          51,316  shares  of  Series  A  Preferred Stock, none of which are
issued or outstanding;

          1,000 share of Series B Preferred  Stock,  of  which 1,000 shares
are issued and outstanding;

          5,263 shares of Nonvoting Common Stock, none of  which are issued
or outstanding;

          220,295  shares  of  Common  Stock,  of which 192,224 shares  are
issued and outstanding;

          21,360  Warrants to purchase an aggregate  of  21,360  shares  of
Common Stock, all of  which  are  issued and outstanding, and none of which
have been exercised; and

          The Company's wholly-owned  subsidiary,  All-American, has issued
and there is outstanding $45,000,000 principal amount of Senior Notes.

          The Series B Preferred Stock, Common Stock,  Warrants  and Senior
Notes  are beneficially owned by the persons and entities in the respective
amounts reflected on Exhibit A.

          3.   SECURITIES  OWNERSHIP.   The parties have agreed that Browne
and Records shall have equal ownership of  all  outstanding  Securities and
Senior Notes.  In order to effect such ownership, the parties agree that:

               3.1    ASSIGNMENT  OF WARRANTS.  Browne and Financial  agree
to  grant, bargain, sell, transfer and  assign  9,144  Warrants  and  1,183
Warrants,  respectively, to Records and Records agrees to pay $1.00 for all
such Warrants.

               3.2    ACQUISITION  OF  ADDITIONAL  WARRANTS.   The  parties
acknowledge that, in addition to the Warrants beneficially owned by Browne,
Financial  and Records, Warrants to purchase an additional 1,888 shares  of
Common Stock  are  outstanding (the "Other Warrants") and held of record as
follows:

          RECORD OWNER           NUMBERS OF OTHER WARRANTS

          Cede & Co.                    1,831
          Christopher Salyer               47
          Lessman Limited Co.              10
               Total                    1,888

The parties shall use  their  respective  best  efforts  to acquire all the
Other Warrants upon such terms and conditions as may be negotiated with the
respective  owners  of  the  Other  Warrants  and  agreed to by Browne  and
Records.  To the extent that Browne or Records is successful in negotiating
for the purchase of all or any of the Other Warrants,  Browne  and  Records
shall  jointly  and  in  equal  shares consummate the purchase of the Other
Warrants in accordance with the terms  negotiated by the Company, Browne or
Records,  as the case may be, and any such  Other  Warrants  thus  acquired
shall be assigned  by  Browne or the Company to Records for the cash sum of
$1.00, and shall be owned by Records.

             3.3.     TRANSACTION.  Not later than May 15, 1998, Browne and
Records shall cause the  Company to authorize either (a) a statutory merger
(the "Merger") with and into a newly formed Oklahoma corporation ("Newco"),
or (b) a reverse split of  the  Company's  Common  Stock  (the "Split" and,
together  with  the  Merger,  the  "Transaction"),  upon  such  terms   and
conditions  as  the Board of Directors of the Company may approve but which
shall include the following:

                      (a)  The  Transaction  shall be effective on or prior
to August 1, 1998.

                      (b)  The exchange ratio  for the Transaction shall be
one share of New Common Stock in exchange for a  number of shares of Common
Stock which is not less than the aggregate number of shares of Common Stock
which  would  have  been  issuable  upon  exercise  of all  Other  Warrants
immediately prior to the effective date of the Transaction.

                      (c)  Immediately prior to the effective  date  of the
Transaction,  Browne  and  Records  shall  surrender  for  cancellation all
Warrants then beneficially owned by them.

                      (d)  No fractional share of New Common Stock shall be
issued in connection with the Transaction.  In view of the issuance  of any
fraction  of  a  share,  a  holder  of  Common Stock or Warrants, who would
otherwise be entitled to receive a fractional  share  of  New  Common Stock
upon consummation of the Transaction or upon exercise of the Other Warrants
immediately after the Transaction, shall be entitled to receive  cash equal
to  the  fair  market  value,  as determined in good faith by the Board  of
Directors of the Company in accordance  with  Delaware  law,  of  the whole
share  of  New Common Stock which would otherwise be issued, multiplied  by
such fraction.

                      (e)  At  least  thirty  (30) days prior to the record
date  of  the Transaction, the Company shall cause  the  Warrant  Agent  to
deliver written  notice  of  the Transaction and the terms thereof, to each
registered holder of the Other Warrants.

             3.4.     OPTIONS.   Upon completion of the Transaction, Browne
and Records shall each have an option  to  purchase  shares  of  New Common
Stock, each of which options shall be exercisable in whole but not  in part
at  any  time  during  a  period  commencing on the first business day next
following the effective date of the Transaction and ending ninety (90) days
thereafter.   The  number  of shares of  New  Common  Stock  issuable  upon
exercise of the respective options,  if any, shall be that number of shares
which, when issued, would represent, in  the  case  of Browne, 50.1% and in
the  case  of  Records,  49.9%,  respectively,  of  the  total   number  of
outstanding  shares  of  New  Common Stock, on a fully diluted basis.   The
aggregate purchase price to be  paid  for  shares of New Common Stock to be
issued upon exercise of the options shall be the aggregate par value of all
shares of New Common Stock to be issued to Browne and Records.  Each option
shall be exercised by written notice thereof  given by the option-holder to
the Company, and shall be accompanied by a cashier's  or certified check in
the amount of the exercise price, payable to the Company.   The  New Common
Stock  issuable upon the exercise of the Option shall be delivered  by  the
Company to the appropriate party within three (3) days following the notice
of exercise.   The certificates evidencing such New Common Stock shall bear
the legends provided for in Section 2.5 of the Stockholders' Agreement.

             3.5.     FAILURE OF TRANSACTION.  Prior to the consummation of
the Transaction  or,  if  the  Transaction  shall  not  be  consummated  in
accordance  with the terms of this Agreement, then and in such event Browne
and Records agree  that  in  the  event  of  the  occurrence  of any of the
following events affecting the Company:

                      (a)  the  sale  of  all or substantially all  of  the
                           assets  followed  by  a  distribution  of  cash,
                           securities  or  property  to the shareholders of
                           the Company;

                      (b)  the acquisition of the Company by another person
                           or entity;

                      (c)  the sale of control of the Company;

                      (d)  the payment by the Company of a dividend payable
                           in cash, securities or property;

                      (e)  the liquidation of the Company; or

                      (f)  any other transaction by which  cash, securities
                           or property is distributed with respect to or is
                           delivered  in  exchange  for outstanding  Common
                           Stock,

Browne  and  Records  will share equally in all such stock,  securities  or
property.

             3.6.     SENIOR  NOTES.  Browne and Records agree to use their
best efforts to own equal amounts  of  Senior Notes.  If at any time either
Browne or Records owns a greater principal  amount of Senior Notes than the
other, the party owning the greater amount will  sell, and the party owning
the lesser principal amount will purchase, such principal  amount of Senior
Notes  as will cause the ownership of Senior Notes to be equal  as  between
Browne and Records.

          4.   BOARD OF DIRECTORS.

               4.1.   NUMBER,  ELECTION  AND  CLASSIFICATION  OF DIRECTORS.
The  Board  shall  consist of six (6) persons or such other even number  of
directors as shall be  determined  by  Stockholder  Approval.   So  long as
Browne  beneficially  owns  shares of Common Stock which represent at least
twenty five percent (25%) of  the  combined voting power of all outstanding
securities of the Company entitled to  vote  in  the election of directors,
Browne  shall  be entitled to designate one-half of  the  total  number  of
persons to be members  of  the  Board (the "Browne Directors").  So long as
Records beneficially owns shares  of  Common Stock which represent at least
twenty  five  (25%)  of  the  combined  voting  power  of  all  outstanding
Securities of the Company entitled to vote  in  the  election of directors,
Records  shall  be entitled to designate one-half of the  total  number  of
persons to be members  of the Board (the "Records Directors").  The initial
Board shall include:

          BROWNE DIRECTORS              RECORDS DIRECTORS

          Stephen B. Browne             George J. Records
          Jim Turner                    G.J. Records, Jr.
          Tom L. King                   (to be selected by Records)

               4.2.   TERM  OF  DIRECTORS.   Each Director shall be elected
annually and shall hold office for a term of one  year  and  until  his/her
successor shall have been duly elected and shall have qualified.  A vacancy
on the Board resulting from the departure of a member of the Board who is a
Browne Director shall be filled by Browne, and a vacancy resulting from the
departure  of  a  member  of  the  Board who is a Records Director shall be
filled  by  Records.   A vacancy on the  Board  shall  be  filled  for  the
unexpired term of the former  member  of the Board whose departure from the
Board created such vacancy.

               4.3.   VOTING FOR DIRECTORS.   So  long as Browne or Records
is entitled to designate members of the Board of Directors,  each of Browne
and Records agrees to vote all shares of the Company's Capital  Stock which
it is entitled to vote in the election of directors for the election to the
Board  of Directors the persons from time to time designated by Browne  and
Records, as the case may be, including persons designated to fill vacancies
on the Board  of Directors.  To such end, each of Browne and Records hereby
irrevocably constitutes  and  appoints  Stephen B. Browne and G.J. Records,
Jr., and each or any of them, with full power  of substitution, as the sole
and  exclusive  attorney-in-fact  and  proxy  to vote  all  shares  of  the
Company's Capital Stock which such party is entitled  to vote in connection
with the election of directors of the Company and directs  such  proxies to
vote  all  such  shares of the Company's Capital Stock for the election  as
directors the persons designated from time to time by Browne and Records to
be Directors pursuant  to  this Agreement.  The proxy given hereby shall be
deemed to be coupled with an  interest,  and  shall continue for so long as
this Agreement shall be in force and effect or  for  such shorter period as
may be mutually agreed upon by the parties.

               4.4.   AUTHORITY OF BOARD.  The Board shall exercise control
over all aspects of Company's business and affairs.  The  Board  shall have
full  and  complete  authority and discretion to make any and all decisions
concerning the business and affairs of the Company.  The Board may, subject
to the provisions of this Agreement, elect such Officers, and delegate such
authority to such Officers,  as the Board deems necessary or advisable, and
in  the  best  interests of the Company.   Except  as  otherwise  expressly
provided herein,  all  actions and approvals by the Board shall be effected
by a Majority Vote.

               4.5.   INDEMNITY  OF  DIRECTORS.  No Director of the Company
shall be liable, responsible or accountable for damages or otherwise to the
Shareholders or any other Person or the  Company  for  any  acts  taken  or
performed  or  for any omission to act, if such conduct does not constitute
willful  misconduct   or  recklessness.   In  any  threatened,  pending  or
completed action, suit  or  investigation  in  which  any  Director  or the
Company  was  or  is  a  party by virtue of his status as a Director of the
Company, the Company shall,  solely  from  Company  assets,  indemnify  the
Director  against  judgments,  settlements,  penalties,  fines or expenses,
including attorneys' fees, incurred by him in connection therewith, so long
as  his  action  or failure to act does not constitute willful  misconduct,
recklessness,  a  breach  of  loyalty,  lack  of  good  faith,  intentional
misconduct, knowing  violation  of  law,  or  a  transaction  from which he
derived  an  improper personal benefit.  The indemnification rights  herein
contained shall  be  cumulative  of,  and in addition to, any and all other
rights  and  remedies  to which the Director  shall  be  entitled,  whether
pursuant to some other provision  of this Agreement, or any other agreement
at law or in equity.

               4.6.   RESIGNATION OF  DIRECTOR.   Any  Director  may resign
from  the  Board at any time by giving written notice to the Company.   The
resignation of any Director shall take effect upon the receipt of notice or
at such time  as  shall  be specified in the notice.  The acceptance of the
resignation shall not be necessary to make it effective.

               4.7.   REMOVAL  OF  DIRECTORS.   A  Browne  Director  may be
removed  at any time, with or without cause, by Browne.  A Records Director
may be removed at any time, with or without cause, by Records.

          5.   LEASES.   It is expected that Browne and Records will form a
partnership or limited liability  company  (the  "Entity") to which Records
will  contribute  cash  and Browne will contribute improved  real  property
currently leased to the Company  and  its  subsidiaries.  The parties agree
that such leases will not be modified without  the  prior mutual consent of
Browne and Records.

          6.   DISCLOSURE  OF  INFORMATION.   Each  of Browne  and  Records
agrees that so long as Browne or Records is entitled  to designate a member
of  the  Company's Board of Directors and for a period of  five  (5)  years
thereafter,  neither  party  will, without the prior written consent of the
Board of the Company, directly  or indirectly, in any individual, corporate
or  representative  capacity  whatsoever,   reveal,  divulge,  disclose  or
communicate to any person, firm, association,  corporation  or other entity
in  any  manner  whatsoever  information of any kind, nature or description
concerning any matters affecting  or relating to the Business which are not
already in the public domain, including  without limitation:  (i) the names
of any of the prior or present customers or  accounts of the Business, (ii)
the prices for which the Company obtains or has  obtained,  or  at which it
sells,  or  has  sold,  products  of  the Business, (iii) the names of  the
personnel involved in the Business, (iv) the Company's financial affairs as
they relate to the Business, or (v) the  Company's plans, trade secrets, or
other data of any kind, nature or description  whatsoever  relating  to the
Business.   Without  regard  to whether any or all of the foregoing matters
would be deemed confidential,  material  or  important,  the parties hereto
stipulate  that  as  among  them,  the  same  are  important, material  and
confidential  and  materially  affect  Company's effective  and  successful
conduct of the Business and its goodwill.

          7.   COVENANT NOT TO COMPETE.   Each of Browne and Records agrees
that so long as Browne or Records is entitled  to designate a member of the
Company's Board of Directors and for a period of  five (5) years thereafter
without  the  prior  written consent of the Board of the  Company,  neither
party  will,  directly  or   indirectly,   (i)   through  any  corporation,
partnership or other entity (a) with respect to which  such  party  or  any
Affiliate  of  such  party is now or may hereafter be a director, executive
officer or general partner,  or  (b)  which  is  now  or  may  hereafter be
otherwise owned or controlled by such party or any Affiliate of such party,
or  (ii)  as  principal,  agent,  employee, employer, consultant, director,
stockholder or holder of any equity  security,  partner  or  in  any  other
individual or representative capacity whatsoever:

               7.1   Call  upon, solicit, divert, take away or attempt  to
call  upon, solicit, divert or  take  away  any  then  existing  customers,
suppliers,  businesses,  or  accounts of the Business, or of the Company in
connection with any business competitive  with  the  Business  in any State
where  the  Company may conduct the Business (collectively, the "Restricted
States"), nor  interfere  or  compete  with  the  Business,  or any portion
thereof  or  the  Company  in  connection  with  such customers, suppliers,
businesses, and accounts in the Restricted States;

               7.2.   Knowingly hire, attempt to hire,  contact  or solicit
with  respect  to  hiring  any  present  employee  or  future  employee  or
consultant of the Business or any portion thereof, or the Company;

               7.3.   Knowingly  engage  in,  or  give  any  advice to, any
person, firm, partnership, association, corporation or other entity engaged
in a business competitive with the Business or any portion thereof  in  the
Restricted States; or

               7.4.   Lend  credit,  money or reputation for the purpose of
establishing or operating a business competitive  with  the Business or any
portion thereof in the Restricted States.

          These  covenants are intended to restrict the respective  parties
and each of their  respective Affiliates, employees, Associates, agents and
representatives from competing in any manner with the Business, any portion
thereof or the Company  in  the  activities  carried  on  by the Company in
connection  with  the Business or any portion thereof.  The parties  hereto
agree that prohibitions  set  forth  in  this  SECTION 7 shall be liberally
interpreted  in  order  to  carry  out  the intents and  purposes  of  this
Agreement.  As used in this Agreement, the  term  "Affiliate"  shall mean a
person  that  directly,  or  indirectly through one or more intermediaries,
controls or is controlled by,  or  is under common control with, the person
specified; and, when used to indicate a relationship with any person, shall
include  (i) a corporation or organization  of  which  such  person  is  an
officer or  partner  or is, directly or indirectly, the beneficial owner of
10 percent or more of  any  class  of  equity securities, (ii) any trust or
other estate in which such person has a  substantial beneficial interest or
as to which such person serves as trustee  or  in  a  similar capacity, and
(iii)  any  relative  or  spouse  of such person, or any relative  of  such
spouse, who has the same home as such  person  or  who  is  a  director  or
officer of the person or any of its parents or subsidiaries.

          8.   CORPORATE  OPPORTUNITIES.   In  the  event  either  party is
presented  with  any opportunity to engage in a business activity which  is
closely related to  the business in which the Company is engaged or expects
to engage (an "Opportunity"),  and if such Opportunity is presented to such
party under circumstances that (a)  should  reasonably  lead  such party to
believe that the person offering the Opportunity expects the Opportunity to
be  offered  to  the  Company or (b) should reasonably cause such party  to
believe that the Opportunity would be of interest to the Company, the party
receiving the Opportunity  shall  not  take  advantage  of such Opportunity
unless (x) such party first offers the Opportunity to the  Board  and makes
disclosure to the Board regarding the Opportunity and the interest  of such
party  in  taking  advantage  of  the  Opportunity,  (y) the Opportunity is
rejected by Board Approval.

          9.   ENFORCEMENT  OF COVENANTS.  Each party acknowledges  that  a
violation or attempted violation  on  its part of any agreement in SECTIONS
5, 6, 7 AND 8 above will cause such damage  to the Company and the Business
which  will be irreparable, and accordingly, each  party  agrees  that  the
Company  shall  be  entitled as a matter of right to an injunction from any
court of competent jurisdiction,  restraining any further violation of such
agreements by such party and its Affiliates,  their  respective  employees,
agents or representatives, either individually or collectively.  Each party
further  agrees  that the five (5) year period of restriction set forth  in
SECTIONS 6 AND 7 above  shall  be  tolled  during  any  period of violation
thereof by such party or any Affiliate of such party.  Any  exercise by the
Company of its rights pursuant to this SECTION 9 shall be cumulative and in
addition to any other remedies to which the Company may be entitled.

          10.  INVALID PROVISIONS.  If any provision hereof is  held  to be
illegal,  invalid  or  unenforceable under present or future laws effective
during the term hereof,  such  provisions  shall  be  fully severable; this
Agreement  shall be construed and enforced as if such illegal,  invalid  or
unenforceable  provision  had  never  comprised  a  part  hereof;  and  the
remaining provisions hereof shall remain in full force and effect and shall
not  be  affected  by the illegal, invalid or unenforceable provision or by
its severance herefrom.   Further,  in  lieu  of  such  illegal, invalid or
unenforceable provision there shall be added automatically as a part hereof
a  provision  as  similar  in  the  terms  to  such  illegal,  invalid   or
unenforceable  provision  as  may  be  possible  and  be  legal,  valid and
enforceable.

          11.  WAIVER  OF BREACH.  The failure of any party to enforce  any
of its rights hereunder  shall not be deemed to be a waiver of such rights,
unless such waiver is an express  written  waiver  which has been signed by
the waiving party.  Waiver of any one breach shall not  be  deemed  to be a
waiver of any other breach of the same or any other provision hereof.

          12.  ENTIRE  AGREEMENT.   This  Agreement  contains  the complete
understanding  and the entire agreement of the parties hereto with  respect
to  the  subject  matter   hereof   and  there  are  no  other  agreements,
understandings,  restrictions,  representations  or  warranties  among  the
parties other than those set forth  herein  or  provided  for  hereby.   No
modification  or amendment of any of the terms, conditions or provisions in
this Agreement  may  be  made other than by written agreement signed by the
parties hereto.

          13.  CAPTIONS.   The  captions, headings and arrangements used in
this Agreement are for convenience  only  and  do  not  in any way limit or
amplify the terms and provisions hereof.

          14.  CHOICE  OF  LAW.   The  validity  of  this  Agreement,   the
construction of its terms and the determination of the rights and duties of
the parties hereto shall, be governed by, and construed in accordance with,
the  laws  of  the State of Oklahoma applicable to contracts made and to be
performed wholly  within  such  State,  without regard to the choice of law
rules of the State of Oklahoma.

          15.  PARTIES IN INTEREST.  This Agreement shall bind and inure to
the   benefit   of   the   parties  hereto  and  their   respective   legal
representatives,  successors  and  assigns.   This  Agreement  may  not  be
transferred or assigned  by any party hereto.  Nothing in this Agreement is
intended, or shall be construed, to confer upon or to give any person other
than the parties hereto any rights or remedies under, or by reason of, this
Agreement, except as expressly provided for herein.

          16.  COUNTERPARTS.   This  Agreement  may be executed in multiple
counterparts, each of which shall be deemed an original  for  all  purposes
and  all of which shall be deemed collectively to be one agreement, but  in
making  proof  hereof  it  shall  only  be  necessary  to  exhibit one such
counterpart.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the date first above written.

COMPANY:                         BROWNE BOTTLING COMPANY


                                 By:  STEPHEN B. BROWNE
                                   Stephen B. Browne, President

FINANCIAL:                       ALL-AMERICAN BOTTLING FINANCIAL CORP.


                                 By:  STEPHEN B. BROWNE
                                   Stephen B. Browne, President

BROWNE:
                                 STEPHEN B. BROWNE
                                 Stephen B. Browne, individually  and  as a
                                 general   partner   of   Browne   Oklahoma
                                 Properties      Partnership,     Tennessee
                                 Properties Partnership,  Browne and Browne
                                 Partners and as Trustee of a trust created
                                 for the benefit of Stephen Virgil Browne

RECORDS:                         RECORDS INVESTMENTS, L.L.C.


                                 By:  G.J. RECORDS, JR.
                                   G.J. Records, Jr., President