PLEDGE AGREEMENT


       THIS  PLEDGE AGREEMENT (this "Agreement") is made and entered into as of
August 7, 1997  by  All-American  Bottling Corporation, a Delaware corporation,
having its principal office at 15 North Robinson, Oklahoma City, Oklahoma 73102
("Pledgor",  or  "Borrower"),  in  favor   of  Congress  Financial  Corporation
(Central), an Illinois corporation, having an office at 150 South Wacker Drive,
Suite  2200,  Chicago,  Illinois 60606, as Lender  ("Lender")  under  the  Loan
Agreement (as defined below).

                             W I T N E S S E T H:

       WHEREAS,  Lender  and  All-American  Bottling  Corporation,  a  Delaware
corporation, have entered  into  that certain Loan and Security Agreement dated
as of August 7, 1997 (as the same  has  been  and  may  hereafter  be  amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Loan Agreement"), providing for the extension of credit by Lender to Borrower.
When  capitalized and used herein, terms defined in the Loan Agreement and  not
otherwise  defined  herein shall have the meanings ascribed to them in the Loan
Agreement;

       WHEREAS, Lender  has  required  that  Pledgor  (i)  pledge to Lender the
Pledged  Collateral  (as  defined  herein)  and (ii) execute and  deliver  this
Agreement  in order to secure the payment and  performance  of  the  Guaranteed
Obligations  (as defined in that certain Guarantee entered into by All-American
Bottling Financial Corporation, Browne Bottling Company and Gold Medal Beverage
Corporation, dated as of the date hereof); and

       WHEREAS, Pledgor has formed All-American Bottling Financial Corporation,
a Delaware corporation, as its wholly-owned Subsidiary; and

       WHEREAS,  Pledgor  is  the owner of the outstanding shares of stock (the
"Pledged Shares") set forth on  Schedule  I hereto, of each of the Subsidiaries
listed on Schedule I hereto (the "Issuers");

                                   AGREEMENT

    NOW THEREFORE, in consideration of the  premises  and  in  order  to induce
Lender  to  extend  credit to Borrower under the Loan Agreement, Pledgor hereby
agrees with Lender as follows:


       SECTION 1.  PLEDGE.   Pledgor  hereby  pledges  to Lender, and grants to
Lender  a  continuing first priority and perfected security  interest  in,  the
following (the "Pledged Collateral"):

       (a) the  Pledged  Shares  and  the certificates representing the Pledged
    Shares,  and  all  products and proceeds  of  any  of  the  Pledged  Shares
    including,   without  limitation,   all   dividends,   cash,   instruments,
    subscriptions, warrants and any other rights and options and other property
    from time to time  received, receivable or otherwise distributed in respect
    of or in exchange for any or all of the Pledged Shares; and

       (b) all additional shares of stock of, or equity interest in, any of the
    Issuers from time to  time  acquired  by  Pledgor  in  any  manner, and the
    certificates  representing  such  additional  shares  (any  such additional
    shares shall constitute part of the Pledged Shares under and  as defined in
    this  Agreement),  and  all products and proceeds of any of such additional
    Pledged  Shares,  including,  without  limitation,   all  dividends,  cash,
    instruments, subscriptions,  warrants  and any other rights and options and
    other  property  from  time  to  time  received,  receivable  or  otherwise
    distributed in respect of or in exchange  for any or all of such additional
    Pledged Shares.

       SECTION 2.  SECURITY  FOR  OBLIGATIONS.   This   Agreement  secures  the
payment and performance of all Guaranteed Obligations, whether  for  principal,
interest,  fees, expenses or otherwise, and all obligations of Pledgor  now  or
hereafter existing  under  this Agreement or any other Financing Agreement (the
Guaranteed Obligations and all  such  obligations  of  Pledgor now or hereafter
existing under this Agreement being referred to herein as the "Liabilities").

       SECTION 3.  DELIVERY  OF  PLEDGED  COLLATERAL.   All   certificates   or
instruments   representing  or  evidencing  the  Pledged  Collateral  shall  be
delivered to and held by or on behalf of Lender pursuant hereto and shall be in
suitable form for  transfer  by  delivery,  or  shall  be  accompanied  by duly
executed  instruments  of  transfer  or  assignment  in  blank, all in form and
substance satisfactory to Lender.

       SECTION 4.  REPRESENTATIONS  AND  WARRANTIES.   Pledgor  represents  and
warrants as follows:

       (a) The Pledged Shares have been duly authorized  and validly issued and
    are fully paid and non-assessable.

       (b) Pledgor is the legal and beneficial owner of the Pledged Collateral,
    free and clear of any lien on the Pledged Collateral except as permitted in
    the Loan Agreement.

       (c) Upon the delivery to Lender of the Pledged Collateral, the pledge of
    the  Pledged  Collateral  pursuant to this Agreement creates  a  valid  and
    perfected first priority interest  in  such Pledged Collateral securing the
    payment of the Liabilities for the benefit  of Lender, provided the Pledged
    Collateral is held in the possession of Lender.

       (d) No authorization, approval, or other action  by, and no notice to or
    filing  with,  any governmental authority or regulatory  body  is  required
    either (i) for the  pledge by Pledgor of the Pledged Collateral pursuant to
    this Agreement or for  the  execution,  delivery  or  performance  of  this
    Agreement  by  Pledgor  or (ii) for the exercise by Lender of the voting or
    other rights provided for  in  this Agreement or the remedies in respect of
    the  Pledged Collateral pursuant  to  this  Agreement  (except  as  may  be
    required in connection with such disposition by laws affecting the offering
    and sale of securities).

       (e)  Pledgor  has  full power and authority to enter into this Agreement
    and has the right to vote,  pledge  and  grant  a  security interest in the
    Pledged Shares.

       (f) This Agreement has been duly authorized, executed  and  delivered by
    Pledgor  and constitutes a legal, valid and binding obligation of  Pledgor,
    enforceable  against  Pledgor  in accordance with its terms, except as such
    enforceability may be limited by  the  effect of any applicable bankruptcy,
    insolvency,  reorganization, moratorium or  other  similar  laws  affecting
    creditors' rights generally or general principles of equity.

       (g)  The Pledged  Shares  constitute  100% of the authorized, issued and
    outstanding capital stock of the Issuers set forth on Schedule I hereto and
    constitute all of the shares of capital stock and voting securities of each
    of the Issuers beneficially owned by Pledgor.

       (h) Except for the Pledged Shares and the  Senior  Bonds,  there  are no
    other  instruments,  certificates,  securities  or  other  writings, or any
    chattel paper, evidencing or representing any interest in or  claim against
    Borrower or any Subsidiary of Borrower.

       SECTION 5.  FURTHER  ASSISTANCE.   Pledgor agrees that at any  time  and
from time to time, at the expense of Pledgor, Pledgor will promptly execute and
deliver, or cause to be executed and delivered,  all stock powers, note powers,
proxies, assignments, instruments and documents and  take  all  further action,
that  is  reasonably  necessary,  at Lender's request, in order to perfect  any
security interest granted or purported to be granted hereby or to enable Lender
to exercise and enforce its rights  and  remedies hereunder with respect to any
Pledged Collateral and to carry out the provisions and purposes hereof.

       SECTION 6.  VOTING RIGHTS; DIVIDENDS; ETC.

       (a) Until the occurrence of an Event  of  Default and delivery of notice
    to Pledgor by Lender, Pledgor shall be entitled  to  exercise  any  and all
    voting and other consensual rights pertaining to the Pledged Shares or  any
    part  thereof  for  any  purpose  not  inconsistent  with the terms of this
    Agreement, the Loan Agreement or the other Financing Agreements;  provided,
    however,  that  Pledgor shall not exercise or shall refrain from exercising
    any such right if  such  action would have a material adverse effect on the
    value of the Pledged Collateral or any part thereof or be inconsistent with
    or violate any provisions  of  this Agreement, the Loan Agreement or any of
    the other Financing Agreements.

       (b)   So  long  as  no  Event of Default  shall  have  occurred  and  be
    continuing, Pledgor shall be  entitled  to  receive all cash dividends paid
    from time to time in respect of the Pledged Shares.

       (c)  Any and all (i) dividends or other distributions  and  interest  or
    principal  paid  or  payable  in the form of instruments and other property
    (other than cash interest and principal  payments  permitted  under Section
    6(b)  hereof  and  cash  dividends  permitted  under  Section  6(c) hereof)
    received, receivable or otherwise distributed in respect of, or in exchange
    for, any Pledged Collateral, (ii) dividends and other distributions paid or
    payable in cash received, receivable or otherwise distributed in respect of
    any  Pledged  Shares  in connection with a partial or total liquidation  or
    dissolution or in connection  with  a reduction of capital, capital surplus
    or paid-in-surplus, and (iii) cash paid,  payable  or otherwise distributed
    in  redemption  of,  or in exchange for or upon the sale  of,  any  Pledged
    Shares, shall in each  case  be  delivered  forthwith  to Lender to hold as
    Pledged Collateral and shall, if received by Pledgor, be  received in trust
    for the benefit of Lender, be segregated from the other property  or  funds
    of  Pledgor, and be forthwith delivered to Lender as Pledged Collateral  in
    the same form as so received (with any necessary endorsement).

       (d)   Lender  shall  execute  and  deliver  (or cause to be executed and
    delivered) to Pledgor all such proxies and other instruments as Pledgor may
    reasonably  request  for the purpose of enabling Pledgor  to  exercise  the
    voting and other rights  which  it  is  entitled  to  exercise  pursuant to
    Section 6(a) above.

       (e)  All dividends or other distributions and all interest and principal
    payments which are received by Pledgor contrary to the provisions  of  this
    Section  6  shall  be received in trust for the benefit of Lender, shall be
    segregated from other  funds of Pledgor and shall be forthwith paid over to
    Lender as Pledged Collateral  in  the  same  form  as so received (with any
    necessary endorsement).

       (f)   Upon  the occurrence and during the continuance  of  an  Event  of
    Default and notice  from  Lender  to  Pledgor,  all  rights  of  Pledgor to
    exercise the voting and other consensual rights which it would otherwise be
    entitled to exercise pursuant to Section 6(a) hereof shall cease,  and  all
    such  rights  shall  become vested in Lender which shall thereupon have the
    sole right to exercise such voting and other consensual rights.

       (h)  Upon the occurrence  and  during  the  continuance  of  an Event of
    Default,  all  cash dividends or other distributions payable in respect  of
    the Pledged Shares  shall  be  paid  directly to Lender and, if received by
    Pledgor, shall be received in trust for  the  benefit  of  Lender, shall be
    segregated from other funds of Pledgor, and shall be forthwith paid over to
    Lender  as  Pledged  Collateral in the same form as so received  (with  any
    necessary endorsements)  and  Pledgor's right to receive such cash payments
    pursuant to Sections 6(b) and 6(c) hereof shall immediately cease.

       SECTION 7.  TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.

       (a) Pledgor agrees that it will not (i) sell or otherwise dispose of, or
grant any option with respect to, any  of  the  Pledged  Collateral without the
prior written consent of Lender, (ii) create or permit to  exist  any lien upon
or  with  respect  to  any  of  the Pledged Collateral, except for the security
interest granted under this Agreement  or  (iii)  enter  into  any agreement or
understanding  that purports to or may restrict or inhibit Lender's  rights  or
remedies hereunder,  including,  without  limitation, Lender's right to sell or
otherwise dispose of the Pledged Collateral.

       (b) Pledgor agrees that it will pledge  and deliver to Lender hereunder,
immediately upon its acquisition (directly or indirectly)  thereof, any and all
additional shares of stock or other securities of the Issuers  of which Pledgor
may become the beneficial owner after the date hereof.

       SECTION 8.  LENDER APPOINTED ATTORNEY-IN-FACT.  Pledgor hereby  appoints
Lender  as  Pledgor's  attorney-in-fact,  with  full authority in the place and
stead of Pledgor and in the name of Pledgor or otherwise,  from time to time in
Lender's  discretion  to  take  any action and to execute any instrument  which
Lender may deem necessary or advisable  to  further  perfect  and  protect  the
security  interest  granted  hereby, including, without limitation, to receive,
endorse and collect all instruments  made  payable  to Pledgor representing any
dividend, interest or principal payment or other distribution in respect of the
Pledged Collateral or any part thereof and to give full discharge for the same.

       SECTION 9.  LENDER  MAY  PERFORM.   If  Pledgor  fails  to  perform  any
agreement contained herein, Lender may itself perform, or cause performance of,
such  agreement, and the reasonable expenses of Lender incurred  in  connection
therewith shall be payable by Pledgor under Section 13 hereof.

       SECTION 10. NO  ASSUMPTION  OF  DUTIES; REASONABLE CARE.  The rights and
powers granted to Lender hereunder are being  granted  in order to preserve and
protect  Lender's  security interest in and to the Pledged  Collateral  granted
hereby and shall not  be  interpreted  to,  and shall not, impose any duties on
Lender  in connection therewith.  Lender shall  be  deemed  to  have  exercised
reasonable  care  in  the custody and preservation of the Pledged Collateral in
its possession if the Pledged  Collateral  is  accorded treatment substantially
equal to that which Lender accords its own property,  it  being understood that
Lender shall not have any responsibility for (i) ascertaining  or taking action
with  respect  to calls, conversions, exchanges, maturities, tenders  or  other
matters relative  to  any  Pledged  Collateral, whether or not Lender has or is
deemed to have knowledge of such matters, or (ii) taking any necessary steps to
preserve rights against any parties with respect to any Pledged Collateral.

       SECTION 11. SUBSEQUENT CHANGES  AFFECTING  PLEDGED  COLLATERAL.  Pledgor
represents  to  Lender that Pledgor has made its own arrangements  for  keeping
informed of changes  or  potential  changes  affecting  the  Pledged Collateral
(including, but not limited to, rights to convert, rights to subscribe, payment
of  dividends, payments of interest and/or principal, reorganization  or  other
exchanges,  tender  offers  and  voting rights), and Pledgor agrees that Lender
shall have no responsibility or liability  for  informing  Pledgor  of any such
changes or potential changes or for taking any action or omitting to  take  any
action  with  respect thereto.  Pledgor covenants that it will not, without the
prior written consent  of  Lender,  sell  or otherwise dispose of, or grant any
option with respect to, any of the Pledged  Collateral  or  create or permit to
exist  any  lien upon or with respect to any of the Pledged Collateral,  except
for liens permitted under the Loan Agreement.

       SECTION 12. REMEDIES  UPON  DEFAULT.  If any Event of Default shall have
occurred and be continuing, Lender shall, in addition to all other rights given
by  law  or  by  this  Agreement,  the  Loan  Agreement,  the  other  Financing
Agreements, or otherwise, have all of the  rights  and remedies with respect to
the  Pledged Collateral of a secured party under the  Uniform  Commercial  Code
("Code")  in  effect  in  the  State  of  Illinois at that time and Lender may,
without  notice and at its option, transfer  or  register,  and  Pledgor  shall
register or cause to be registered upon request therefor by Lender, the Pledged
Collateral  or  any  part  thereof on the books of the Issuers into the name of
Lender or Lender's nominee(s),  indicating  that  such  Pledged  Collateral  is
subject  to  the security interest hereunder.  In addition, with respect to any
Pledged Collateral  which  shall  then  be in or shall thereafter come into the
possession or custody of Lender, Lender may  sell  or cause the same to be sold
at any broker's board or at any public or private sale, in one or more sales or
lots, at such price or prices as Lender may deem best, for cash or on credit or
for future delivery, without assumption of any credit  risk,  all in accordance
with  the  terms and provisions of the Loan Agreement and this Agreement.   The
purchaser of  any  or  all Pledged Collateral so sold shall thereafter hold the
same  absolutely, free from  any  claim,  encumbrance  or  right  of  any  kind
whatsoever.  Unless any of the Pledged Collateral threatens to decline speedily
in value  or  is  or becomes of a type sold on a recognized market, Lender will
give Pledgor reasonable  notice  of  the  time  and  place  of  any public sale
thereof,  or  of  the  time  after  which  any  private  sale or other intended
disposition  is  to be made.  Any sale of the Pledged Collateral  conducted  in
conformity with reasonable  commercial practices of banks, insurance companies,
commercial finance companies,  or  other  financial  institutions  disposing of
property  similar  to the Pledged Collateral shall be deemed to be commercially
reasonable.  Any requirements  of reasonable notice shall be met if such notice
is mailed to Pledgor as provided  in Section 15.1 below, at least ten (10) days
before the time of the sale or disposition.   Any  other requirement of notice,
demand or advertisement for sale is, to the extent permitted  by  law,  waived.
Lender may, in its own name or in the name of a designee or nominee, buy any of
the Pledged Collateral at any public sale and, if permitted by applicable  law,
at  any  private  sale.   All  expenses  (including  court costs and reasonable
attorneys'  fees,  expenses  and  disbursements)  of,  or  incident   to,   the
enforcement  of  any  of  the  provisions  hereof shall be recoverable from the
proceeds of the sale or other disposition of  the  Pledged Collateral.  In view
of  the  fact  that  federal  and  state  securities  laws may  impose  certain
restrictions  on the method by which a sale of the Pledged  Collateral  may  be
effected after  an Event of Default, Pledgor agrees that upon the occurrence or
existence of any  Event  of  Default, Lender may, from time to time, attempt to
sell all or any part of the Pledged Collateral by means of a private placement,
restricting the prospective purchasers  to  those  who will represent and agree
that they are purchasing for investment only and not  for  distribution.  In so
doing, Lender may solicit offers to buy the Pledged Collateral,  or any part of
it,  for  cash,  from a limited number of investors who might be interested  in
purchasing the Pledged  Collateral, and if Lender solicits such offers from not
less than two (2) such investors  that are not affiliated with Lender, then the
acceptance by Lender of the highest offer obtained therefrom shall be deemed to
be a commercially reasonable method of disposition of the Pledged Collateral.

       SECTION 13. EXPENSES.  Pledgor  will,  upon  demand,  pay  to Lender the
amount  of any and all reasonable expenses, including, without limitation,  the
reasonable fees, expenses and disbursements of its counsel (including allocated
costs of  inside  counsel),  of any investment banking firm, business broker or
other selling agent and of any  other  experts  and  agents retained by Lender,
which  Lender  may  incur  in  connection with (i) the administration  of  this
Agreement, (ii) the custody or preservation  of,  or  the  sale  of, collection
from,  or  other  realization  upon,  any of the Pledged Collateral, (iii)  the
exercise or enforcement of any of the rights  of  Lender  hereunder or (iv) the
failure by Pledgor to perform or observe any of the provisions hereof.

       SECTION 14. SECURITY  INTEREST  ABSOLUTE.   All  rights  of  Lender  and
security interests hereunder, and all obligations of Pledgor  hereunder,  shall
be absolute and unconditional irrespective of, and unaffected by:

       (a)  any lack of validity or enforceability of any Financing Agreement;

       (b)   any  change  in the time, manner or place of payment of, or in any
    other term of, all or any  of  the  Liabilities,  or any other amendment or
    waiver of or any consent to any departure of any Financing Agreement;

       (c)   any exchange, surrender, release or non-perfection  of  any  other
    collateral,  or  any  release  or  amendment  or  waiver  of  or consent to
    departure from any guarantee, for all or any of the Liabilities; or

       (d)  any other circumstance which might otherwise constitute  a  defense
    available  to, or a discharge of, Pledgor in respect of the Liabilities  or
    of this Agreement.

       SECTION 15. MISCELLANEOUS PROVISIONS.

           SECTION 15.1  Notices.   All  notices,  approvals, consents or other
communications required or desired to be given hereunder  shall  be in the form
and  manner,  and  delivered  to each of the parties hereto at their respective
addresses, set forth on the signature page of the Loan Agreement.

           SECTION 15.2  Headings.   The  headings  in  this  Agreement are for
purposes of reference only and shall not affect the meaning or  construction of
any provision of this Agreement.

           SECTION 15.3  Severability.   The  provisions of this Agreement  are
severable, and if any clause or provision shall  be  held  invalid,  illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity  or
unenforceability  shall  affect  in  that  jurisdiction  only  such  clause  or
provision,  or  part thereof, and shall not in any manner affect such clause or
provision in any  other  jurisdiction  or any other clause or provision of this
Agreement in any jurisdiction.

           SECTION 15.4  Amendments, Waivers  and  Consents.   Any amendment or
waiver of any provision of this Agreement and any consent to any  departure  by
Pledgor from any provision of this Agreement shall be effective only if made or
given in compliance with all of the terms and provisions of Section 11.3 of the
Loan Agreement.

           SECTION 15.5  Interpretation  of  Agreement.  Time is of the essence
in each provision of this Agreement of which time is an element.  All terms not
defined herein or in the Loan Agreement shall have the meaning set forth in the
applicable  Uniform  Commercial  Code,  except  where   the  context  otherwise
requires.  To the extent a term or provision of this Agreement  conflicts  with
the Loan Agreement and is not dealt with herein with more specificity, the Loan
Agreement  shall  control  with  respect  to the subject matter of such term or
provision.  Acceptance of or acquiescence in  a  course of performance rendered
under this Agreement shall not be relevant in determining  the  meaning of this
Agreement even though the accepting or acquiescing party had knowledge  of  the
nature of the performance and opportunity for objection.

           SECTION 15.6  Continuing  Security  Interest;  Transfer of Revolving
Notes.   This  Agreement  shall  create a continuing security interest  in  the
Pledged Collateral and shall (i) remain  in full force and effect until payment
in  full  (including  after  the termination of  the  Loan  Agreement)  of  the
Liabilities and termination of  Lender's  Revolving  Loan  commitments, (ii) be
binding  upon  Pledgor, its successors and assigns, and (iii)  inure,  together
with the rights and remedies of Lender hereunder, to the benefit of Lender, and
its successors,  transferees  and  assigns.  Without limiting the generality of
clause (iii), above, any Lender may,  except as limited by the express terms of
the Loan Agreement, assign or otherwise  transfer any Revolving Loan held by it
to any other Person, and such other Person  shall  thereupon become vested with
all the benefits in respect thereof granted to such Lender herein or otherwise.

           SECTION 15.7  Reinstatement.  To the extent  permitted  by law, this
Agreement shall continue to be effective or be reinstated, as the case  may be,
if  at any time any amount received by Lender in respect of the Obligations  is
rescinded  or  must  otherwise  be  restored  or  returned  by  Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization  of  Pledgor
or  upon  the appointment of any receiver, intervenor, conservator, trustee  or
similar official  for  Pledgor  or  any  substantial  part  of  its  assets, or
otherwise, all as though such payments had not been made.

           SECTION 15.8  Survival    of   Provisions.    All   representations,
warranties  and  covenants  of  Pledgor  contained  herein  shall  survive  the
execution and delivery of this Agreement,  and  shall  terminate  only upon the
full  and  final payment and performance by Pledgor of the Obligations  secured
hereby and termination of Lender's Revolving Loan commitments.

           SECTION 15.9  Setoff.   Lender  shall  have the rights of setoff set
forth in Section 10.2(b) of the Loan Agreement.

           SECTION 15.10 Waivers.  Pledgor waives presentment  and  demand  for
payment  of  any  of the Liabilities, protest and notice of dishonor or default
with respect to any  of the Liabilities, and all other notices to which Pledgor
might otherwise be entitled, except as otherwise expressly provided herein.

           SECTION 15.11 Authority   of  Lender.   Lender  shall  have  and  be
entitled to exercise all powers hereunder  which  are  specifically  granted to
Lender  by  the  terms  hereof,  together  with  such  powers as are reasonably
incident  thereto.   Lender  may  perform  any of its duties  hereunder  or  in
connection with the Pledged Collateral by or  through  agents  or employees and
shall be entitled to retain counsel and to act in reliance upon  the  advice of
counsel concerning all such matters.  Neither Lender nor any director, officer,
employee, attorney or agent of Lender shall be liable to Pledgor for any action
taken  or omitted to be taken by it or them hereunder, except for its or  their
own gross negligence or willful misconduct, nor shall Lender be responsible for
the validity, effectiveness or sufficiency of this Agreement or of any document
or security  furnished  pursuant  hereto.   Lender and its directors, officers,
employees, attorneys and agents shall be entitled to rely on any communication,
instrument or document reasonably believed by  it  or  them  to  be genuine and
correct  and  to  have  been  signed  or  sent by the proper person or persons.
Pledgor agrees to indemnify and hold harmless  Lender and any other Person from
and against any and all costs, expenses (including  reasonable  fees,  expenses
and  disbursements of attorneys and paralegals (including, without duplication,
reasonable  charges  of  inside  counsel)),  claims and liabilities incurred by
Lender or such Person hereunder, unless such claim or liability shall be due to
willful  misconduct  or gross negligence on the  part  of  the  Person  seeking
indemnification.

           SECTION 15.12 Release;  Termination  of  Agreement.   Subject to the
provisions of Section 15.7 hereof, this Agreement shall terminate upon full and
final  payment  and  performance  of  all  the  Obligations and termination  of
Lender's  Revolving  Loan  commitments.  At such time,  Lender  shall,  at  the
request and expense of Pledgor,  reassign  and  redeliver to Pledgor all of the
Pledged Collateral hereunder which has not been sold,  disposed of, retained or
applied by Lender in accordance with the terms hereof.   Such  reassignment and
redelivery shall be without warranty by or recourse to Lender, except as to the
absence  of  any  prior  assignments  by Lender of its interest in the  Pledged
Collateral, and shall be at the expense of Pledgor.

           SECTION 15.13 Counterparts.   This  Agreement may be executed in any
number  of  counterparts  and  by  the  different parties  hereto  on  separate
counterparts, each of which, when so executed and delivered, shall be deemed an
original but all of which shall together constitute one and the same agreement.

           SECTION 15.14 SUBMISSION TO JURISDICTION;  WAIVERS.   PLEDGOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

    (a)  SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR  PROCEEDING
RELATING TO THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS TO WHICH  IT IS A
PARTY,  OR  FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF,
TO THE NON-EXCLUSIVE  GENERAL  JURISDICTION  OF  THE  COURTS  OF  THE  STATE OF
ILLINOIS,  THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT
OF ILLINOIS AND APPELLATE COURTS FROM ANY THEREOF;

    (b)  CONSENTS  THAT  ANY  SUCH  ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS AND WAIVES TO THE FULLEST EXTENT  PERMITTED  BY  LAW, IN CONNECTION WITH
ANY SUCH ACTION OR PROCEEDING (1) ANY OBJECTION THAT IT MAY  NOW  OR  HEREAFTER
HAVE  TO  THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR  THAT
SUCH ACTION  OR  PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT
TO PLEAD OR CLAIM  THE  SAME,  (2)  THE  RIGHT  TO  ASSERT  OR  IMPOSE ANY NON-
COMPULSORY  SETOFF,  COUNTERCLAIM  OR  CROSS-CLAIM IN RESPECT THEREOF  IN  SUCH
PROCEEDING (BUT NOT ANY RIGHT PURSUANT TO  A  SEPARATE  PROCEEDING) AND (3) ALL
STATUTES OF LIMITATIONS WHICH MAY BE RELEVANT THERETO;

    (c)  AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED  BY  MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED  MAIL  (OR  ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO PLEDGOR AT ITS ADDRESS
SET FORTH ABOVE  OR  AT  SUCH  OTHER  ADDRESS  OF  WHICH LENDER SHALL HAVE BEEN
NOTIFIED PURSUANT HERETO;

    (d)  AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER
TO  COMMENCE LEGAL PROCEEDINGS AGAINST PLEDGOR OR ITS  PROPERTY  IN  ANY  OTHER
JURISDICTION;

    (e)   WAIVES  ALL  RIGHTS  OF  NOTICE  AND HEARING OF ANY KIND PRIOR TO THE
EXERCISE  BY  LENDER  OF  ITS RIGHTS FROM AND AFTER  AN  EVENT  OF  DEFAULT  TO
REPOSSESS THE PLEDGED COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR
LEVY UPON THE PLEDGED COLLATERAL.   PLEDGOR  WAIVES  THE  POSTING  OF  ANY BOND
OTHERWISE  REQUIRED  OF  LENDER  IN  CONNECTION  WITH  ANY  JUDICIAL PROCESS OR
PROCEEDING  TO  OBTAIN  POSSESSION  OF,  REPLEVY,  ATTACH OR LEVY UPON  PLEDGED
COLLATERAL, TO ENFORCE ANY JUDGMENT OR OTHER SECURITY  FOR  THE LIABILITIES, TO
ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF  SUCH PARTY OR TO
ENFORCE  BY  SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY  OR
PERMANENT INJUNCTION,  THIS  AGREEMENT,  OR  ANY  OTHER  AGREEMENT  OR DOCUMENT
BETWEEN PLEDGOR AND ANY SUCH PARTY.

    (f)  WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM  IN
RESPECT  OF,  AND  ALL  STATUTES  OF LIMITATIONS WHICH MAY BE RELEVANT TO, SUCH
ACTION OR PROCEEDING; AND

    (g)  WAIVES DUE DILIGENCE, DEMAND,  PRESENTMENT AND PROTEST AND ANY NOTICES
THEREOF AS WELL AS NOTICE OF NONPAYMENT.

    SECTION 5.15  JURY TRIAL.  PLEDGOR AND  LENDER EACH HEREBY WAIVES ANY RIGHT
TO  A TRIAL BY JURY IN ANY ACTION OR PROCEEDING  (INCLUDING  ANY  COUNTERCLAIM)
ARISING  OUT  OF  THIS  AGREEMENT,  THE OTHER FINANCING AGREEMENTS OR ANY OTHER
AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO.

    SECTION 5.16  GOVERNING LAW.  THE  VALIDITY, INTERPRETATION AND ENFORCEMENT
OF  THIS AGREEMENT SHALL BE GOVERNED BY THE  LAWS  OF  THE  STATE  OF  ILLINOIS
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.



<PAGE>
       IN  WITNESS  WHEREOF, Pledgor and Lender have each caused this Agreement
to be duly executed and delivered as of the date first above written.

                                PLEDGOR:

                                ALL-AMERICAN  BOTTLING  CORPORATION, a Delaware
                                corporation

                                By:  STEPHEN R. KERR
                                   Name:  Stephen R. Kerr
                                   Title: Vice President and Chief Financial
                                          Officer


                                PLEDGEE:

                                CONGRESS  FINANCIAL CORPORATION  (CENTRAL),  as
                                Lender

                                By:  RICHARD A. DICKARD
                                   Name:  Richard A. Dickard
                                   Title:  Senior Vice President

<PAGE>
                                  SCHEDULE I

<TABLE>
<CAPTION>
                                PLEDGED SHARES

PLEDGOR           ISSUER            ISSUE      NUMBER OF SHARES CERTIFICATE NO.
<S>               <C>               <C>        <C>              <C>
All-American      All-American      12/12/94      100            1
Bottling          Bottling Financial
Corporation       Corporation

All-American      Gold Medal Beverage 3/6/91      1000           2
Bottling          Corporation
Corporation
</TABLE>