WAIVER AND CONSENT


          THIS  WAIVER  AND  CONSENT,  dated  August  29, 1997, is made and
entered  into by and among Browne Bottling Company, a Delaware  corporation
("BBC"),  All-American   Bottling   Corporation,   a  Delaware  corporation
("AABC"), Stephen B. Browne, Oklahoma Properties Partnership,  an  Oklahoma
general  partnership, Tennessee Properties Partnership, an Oklahoma general
partnership,  Browne  and Browne Partners, an Oklahoma general partnership,
Stephen  B.  Browne,  as  Trustee   of  the  Stephen  Virgil  Browne  Trust
(collectively,  "Browne")  and  Colinvest  Bottling  Corp.,  a  corporation
("Colinvest")  and  Records  Investments,   L.L.C.,   an  Oklahoma  limited
liability company ("Records").

          WHEREAS,  BBC,  AABC, Browne and others entered  into  a  certain
warrantholders agreement dated  as  of August 23, 1993 (the "Warrantholders
Agreement"); and

          WHEREAS,  subsequent  to  the  execution  of  the  Warrantholders
Agreement,  BBC  issued  and  there are presently  issued  and  outstanding
unexercised warrants (the "Warrants")  to  purchase  an aggregate of 21,360
shares  (the "Warrant Shares") of Common Stock, par value  $.01  per  share
(the "Common Stock") issued by BBC; and

          WHEREAS, Brown is the beneficial owner of Warrants to purchase an
aggregate  of  10,872  Warrant Shares, representing more than fifty percent
(50%) of the outstanding Warrants; and

          WHEREAS, Brown  and  Colinvest,  together,  beneficially own more
than 90% of all outstanding shares of Common Stock; and

          WHEREAS, pursuant to Section 17 of the Warrantholders  Agreement,
the holders of a majority of the outstanding Warrants and the holders of at
least  sixty  percent (60%) of the outstanding shares of Common Stock  have
the right to waive the application of the Warrantholders Agreement; and

          WHEREAS,  Colinvest  proposes  to  sell  and transfer all (84,228
shares) of the Common Stock beneficially owned by Colinvest to Records; and

          WHEREAS, the parties hereto desire to waive  the applicability of
the  provisions  of  Sections 6(a) and (b) of the Warrantholders  Agreement
with respect to the proposed  sale of Common Stock by Colinvest to Records;
and

          WHEREAS, except with  respect  to the sale by Colinvest of shares
of Common Stock to Records, the parties do  not desire to further waive the
applicability of the Warrantholders Agreement;

          THEREFORE,  IN  CONSIDERATION  of the  premises  and  the  mutual
benefits and burdens herein contained, the parties agree as follows:

          1.   WAIVER.  Browne, AABC, BBC  and  Colinvest  hereby waive the
application   of   the   provisions   of  Section  6(a)  and  6(b)  of  the
Warrantholders Agreement to the sale of  84,228  shares  of Common Stock by
Colinvest to Records effective as of August 29, 1997.

          2.   CONSENT   OF  RECORDS.   Pursuant  to  Section  2   of   the
Warrantholders Agreement,  Records  consents  to  be bound to the terms and
conditions of the Warrantholders Agreement.

          3.   COUNTERPARTS.  This Waiver and Consent  may  be  executed in
one or more counterparts, any one of which shall be considered an original.
All  counterparts shall constitute one agreement and shall be binding  upon
and inure  to  the  benefit of each party who executes any counterpart, and
upon his heirs, personal  representatives,  and  permitted  successors  and
assigns.

          IN  WITNESS WHEREOF, the parties hereto have set their respective
hands this 29th day of August, 1997.

BBC:                             BROWNE BOTTLING COMPANY, a Delaware
                                 corporation


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

AABC:                            ALL-AMERICAN BOTTLING CORPORATION, a
                                 Delaware corporation


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

BROWNE:
                                 STEPHEN B. BROWNE
                                 Stephen B. Browne, individually and as a
                                 General Partner of Oklahoma Properties
                                 Partnership, Tennessee Properties
                                 Partnership, Browne and Browne Partners,
                                 and as Trustee of the Stephen Virgil
                                 Browne Trust

COLINVEST:                       COLINVEST BOTTLING CORP., S.A.


                                 By:  FRANCISCO A. SOLER
                                   Francisco A. Soler, President

RECORDS:                         RECORDS INVESTMENTS, L.L.C.


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