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<DESCRIPTION>LEASE AGREEMENT

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                                 LEASE AGREEMENT



                               ARTICLE 1. PARTIES



         This Lease is made and entered into between HARRISON LIMITED

PARTNERSHIP ONE, a North Carolina limited partnership, (the "Landlord") and

COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the "Tenant").



                           ARTICLE 2. LEASED PROPERTY



Section 2.01  Description of Leased Property.



         Landlord, for and in consideration of the rents, covenants and

agreements hereinafter set forth and agreed to be paid, kept and performed by

Tenant, does hereby lease to Tenant, and Tenant hereby leases from the Landlord

that certain real property located in Mecklenburg County, North Carolina, a

description of which is attached hereto as Exhibit A (the "Land"), together with

all improvements located thereon, including, without limitation, surrounding

grounds, driveways, parking areas and related facilities, and including all

appurtenances, rights, privileges, easements and advantages thereto belonging

(the Land and the aforesaid improvements shall be referred to collectively

herein as the "Leased Property").



Section 2.02  Landlord's Covenants of Title, Quiet Enjoyment.



         Landlord covenants that it now has, or will have at the commencement of

the Term (as defined hereinafter), title to the Leased Property and the right to

make this Lease for the Term. Landlord further covenants and warrants that as

long as Tenant is not in default under the terms of this Lease, Tenant shall

have quiet, exclusive and peaceful possession of the Leased Property and shall

enjoy all of the rights herein granted without interference. Tenant represents

and warrants that it has made an independent investigation of the zoning of the

Land and determined that the same is satisfactory for its purposes. Tenant

further acknowledges that the improvements constructed on the





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Land have been inspected by it and that it leases the same from Landlord in

their "as is" condition without any representation or warranty, implied or

otherwise, as to condition or the suitability thereof for Tenant's purposes.

Tenant acknowledges and agrees that easement contained in Book 3648 at Page 436

in the Mecklenburg Public Registry provides for a waterline right-of-way which

may be terminated by CSX Corp. at any time. Such termination shall not affect

the obligations of Tenant hereunder.



                             ARTICLE 3. LEASE TERM



Section 3.01 Term - Lease Year.



         The term of this Lease (the "Term") shall be for a period of ten (10)

years, expiring at midnight on December 31, 2010.



Section 3.02 Commencement of Term.



         The Term shall commence on December 15, 2000 or simultaneously with the

date Landlord acquires title to all of the Leased Property (the "Commencement

Date"). The entry or presence of Tenant on the Land prior to the Commencement

Date, for the purpose of conducting its business shall not constitute

commencement of the Term. Irrespective of such entry or presence, the Term and

the payment of "Base Rent" and "LIBOR Rent" (as those terms are defined

hereinafter) shall not begin until the Commencement Date.



                                ARTICLE 4. RENT



Section 4.01 Base Rent.

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