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                        EMPLOYMENT AGREEMENT(III)
                        -------------------------

      This Contract made between _________________________________
("Employee"), whose address is _____________________ and
____________________, a ___________ corporation with its principal place of
business at _____________________________________________, and its
subsidiaries and affiliates ("the Company").

      In consideration of the mutual covenants and promises, hereinafter set
forth, the parties hereto agree as follows:

                                 RECITALS
                                 --------
      WHEREAS, Employee is presently employed by the Company as ____________
and has extensive experience as an executive level manager for the Company,
and

      WHEREAS, the Company is presently contemplating a spin-off from its
parent company, Anheuser-Busch Companies, Inc., and a business reorganization
and desires to secure Employee's employment for a definite period of time in
anticipation of such spin-off and reorganization, and

      WHEREAS, Employee desires to be employed by the Company in the
executive capacity described below:

      NOW, THEREFORE, in consideration for the mutual covenants and promises
contained herein, the Company and Employee hereby agree as follows:


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                              SECTION ONE
                              -----------
                              EMPLOYMENT
                              ----------

      The Company hereby employs Employee as its ____________________
_______________________________________.  Employee's day to day reporting
responsibilities shall be to the Company's _________________.  The Company
may modify or realign Employee's duties and responsibilities as it deems
necessary during the term of this Agreement.

                                SECTION TWO
                                -----------
                         BEST EFFORTS OF EMPLOYEE
                         ------------------------

      Employee agrees that he will at all times faithfully and to the best of
his ability, experience and talent, perform all of the duties that may be
required of or from him pursuant to the express and implicit terms hereof.
Employee acknowledges that he is obligated to manage the business of the
Company in a sound and business like manner and in conformity with all laws
and regulations governing the conduct of the business of the Company
including, but not limited to, laws and regulations relating to anti-trust,
employment practices, employee health and safety, and environmental matters.

                              SECTION THREE
                              -------------
                                  TERM
                                  ----

      A.    This Employment Agreement is contingent upon the Company's
completion of its anticipated spin-off and reorganization as an independent
and publicly traded corporation.  In the event that such spin-off and
reorganization does not occur, this  Agreement shall be deemed to be null and
void, and of no effect.

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      B.    In the event that such spin-off and reorganization is completed,
this Agreement shall continue until December 31, 1998 unless otherwise
terminated in accordance with the provisions of SECTION SIX hereof.  This
Agreement may be extended for additional periods upon the mutual written
agreement of the parties.

                                 SECTION FOUR
                                 ------------
                                 COMPENSATION
                                 ------------

      A.    Effective _________________, 199_, the Company shall pay Employee
a monthly base salary of $_______, payable on the 15th and last day of each
month.  The base salary may be changed by mutual agreement of the parties at
any time during the term of this Agreement; provided, however, that until
December 31, 1998, Employee's monthly base salary shall not be less than the
amount set forth above.

      B.    In addition to the above base salary, Employee shall be provided
with an executive level benefit program including stock options and/or stock
grants as determined by the Company.

                              SECTION FIVE
                              ------------
                            CHANGE OF CONTROL
                            -----------------

      If, prior to the spin-off and reorganization of the Company, the
Company is either merged or consolidated with any other corporation, or the
Company sells all or substantially all of its assets, and as a result
thereof, Employee is either terminated or suffers a substantial reduction in
his present level of responsibilities, the Company agrees to pay Employee a
lump sum payment equivalent to his current annualized base salary.  This
provision shall be void and of no effect upon completion of the Company's
spin-off and reorganization.

                                    3
<PAGE> 4

                              SECTION SIX
                              -----------
                              TERMINATION
                              -----------

      A.    The Company reserves the right to terminate the employment of
Employee at any time without cause.  However, except as provided in SECTION
SIX B. below,  if such termination occurs prior to December 31, 1998,
Employee shall be entitled to his base salary as set forth in SECTION FOUR A.
until December 31, 1998 provided that Employee remains in compliance with the
terms and conditions of this Agreement.  During any period of time in which
Employee's base salary is continued pursuant to this SECTION SIX, Employee
agrees that he shall make himself available to render consulting services, as
requested by the Company, from time to time until such time as he may become
employed on a full-time basis elsewhere.

      B.    Notwithstanding the other provisions of this Agreement, the
Company shall be entitled to terminate this Agreement immediately and without
notice if, at any time during this Agreement, Employee: (i) refuses without
cause to perform his assigned duties, be openly critical in the media of
officers or directors of the Company, engage in any conduct which the
Company's Conflicts of Interest Committee determines to be inimical to or
contrary to the best interests of the Company, be convicted or plead guilty
or nolo contendere to any felony or any charge involving illegal drugs or any
other crime involving moral turpitude, or otherwise materially breach this
Agreement, (ii) becomes incapable by reason of physical or mental disability
of performing the essential functions of his position, or (iii) dies.  In
such case the Company shall only be obligated to pay Employee any base salary
due (prorated on a daily basis) to the date of the breach or other
occurrence.

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      C.    In the event that Employee's employment is terminated for any
reason, Employee shall not be eligible to participate in any severance pay
plan established by the Company for its employees.

                              SECTION SEVEN
                              -------------
                                 BENEFITS
                                 --------

      It is agreed that, during the term of this Agreement, Employee shall be
eligible for coverage under such pension plan, group health insurance plan,
401(k) stock purchase plan/ESOP, vacation, holiday and other employee
programs or policies in effect from time to time for salaried employees of
the Company, except as provided in SECTION SIX C. above.  Neither
participation in any such plan, program or policy nor continuation of base
compensation to Employee pursuant to SECTION SIX A. shall be deemed to extend
Employee's employment with the Company or his participation in any such plan,
program or policy.


                               SECTION EIGHT
                               -------------
                              CONFIDENTIALITY
                              ---------------

      Employee agrees that, in addition to any other limitations contained in
this Agreement, regardless of the circumstances of Employee's termination of
employment, he will not communicate to any person, firm, corporation or other
entity, any information relating to the Company's customer lists, prices,
secrets, advertising, nor any other confidential knowledge or secrets that
Employee might from time to time acquire with respect to the business of the
Company or any of its affiliates or subsidiaries.  Employee also specifically
acknowledges the continued validity and effect of any Agreement as to
Confidentiality and Inventions previously signed by Employee and that the
terms of any such agreement are incorporated into this Agreement by this
reference.

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                              SECTION NINE
                              ------------
                              ARBITRATION
                              -----------

      As additional consideration for this Employment Agreement, Employee
agrees that any differences, claims, or matters in dispute arising between
the Company and Employee out of or in connection with his employment or the
termination of his employment by the Company including, but not limited to
the terms and conditions of this Agreement, allegations of wrongful
termination, or allegations of discriminatory or retaliation discharge under
any federal, state or local discrimination law shall be submitted by them to
arbitration by the American Arbitration Association, or its successor, and
the determination of the American Arbitration Association, or its successor,
shall be final and absolute.  The arbitrator shall be governed by the duly
promulgated rules and regulations of the American Arbitration Association, or
its successor, and the pertinent provisions of the laws of the State of
Missouri relating to arbitration.  The decision of the arbitrator may be
entered as a judgment in any court of the State of Missouri or elsewhere.

                               SECTION TEN
                               -----------
                        MISCELLANEOUS PROVISIONS
                        ------------------------

      A.    This Agreement represents the entire agreement between the
parties and any prior understandings or representations of any kind of
preceding the date of this Agreement shall not be binding on either party
except to the extent incorporated into this Agreement.  This Agreement shall
not be altered, amended or modified except in writing signed by the President
of the Company and by Employee.

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      B.    This Agreement shall be binding upon and shall inure to the
benefit of the assigns, heirs, legatees or personal representatives of
Employee and the successors or assigns of the Company.

      C.    Neither this Agreement nor any right or interest hereunder shall
be assignable or transferable by Employee, his beneficiaries, or legal
representatives without the Company's prior written consent; provided,
however, that nothing in this Section shall preclude (i) Employee from
designating a beneficiary to receive any benefit payable hereunder upon his
death, or (ii) the executors, administrators, or other legal representatives
of his estate from assigning or transferring any rights hereunder to the
person or persons entitled thereunto.

      D.    The headings of sections are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.

      E.    This Agreement shall be construed according to the laws of the
State of Missouri.

      F.    No term or condition of the Agreement shall be deemed to have
been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel.  No such written waiver shall be deemed
a continuing waiver unless specifically stated therein, and each such waiver
shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or of any act
other than that specifically waived.

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      G.    If, for any reason, any provision of the Agreement is held
invalid, such invalidity shall not affect any other provision of the
Agreement not held so invalid, and each such other provision shall to the
full extent consistent with law continue in full force and effect.

      The parties have entered into this Employment Agreement based solely
upon the terms and conditions set forth herein.  THIS AGREEMENT CONTAINS A
BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the
_____ day of _______________, 19__.

                              ________________________________



                              By:   _______________________________
                                    Its President


                              THE COMPANY



                              ____________________________________
                              EMPLOYEE


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