**August ___,
      2004**














**INTERBREW
      S.A.**




**INTERBREW
      INTERNATIONAL B.V.**




**COMPANHIA
      DE BEBIDAS DAS AMÉRICAS - AMBEV**




**JALUA
      SPAIN S.L.**









**_________________________________**




**TRANSFER
      AGREEMENT**




**_________________________________**













**THIS
      TRANSFER AGREEMENT** is made
      on August ____, 2004.




**AMONG:**




**INTERBREW
      S.A.** ,
      Vaartstraat 94, B-3000 Leuven, Belgium, a public limited liability company
      organized under the laws of Belgium




(hereinafter
      called “ **Interbrew** ”);




**INTERBREW
      INTERNATIONAL B.V.** ,
      Ceresstraat 19, 4811 CA Breda, The Netherlands, a corporation
      organized under the laws of the Netherlands




(hereinafter
      called “ **IIBV** ”);




**COMPANHIA
      DE BEBIDAS DAS AMÉRICAS - AMBEV** ,
      Rua
      Dr. Renato Paes de Barros 1017, 04530-001, São Paolo, SP, Federative
      Republic of Brazil, a corporation organized under the laws of the Federative
      Republic of Brazil




(hereinafter
      called “ **AmBev** ”)




-
      and
      -




**JALUA
      SPAIN S.L.** ,
      Calle
      Juan Vara Teran 14, Santa Cruz de Tenerife, 38009 Spain, a corporation
      organized under the laws of the Kingdom of Spain,




(hereinafter
      called “ **Jalua** ”)




**WHEREAS:**




**A.**  IIBV
      is
      the registered and beneficial owner of one (1) share (the “ **Remaining
      Share** ”)
      in the
      capital of Labatt Holding ApS, a corporation organized under the laws of Denmark
      (“ **Labatt
      Holdco** ”).




**B.**  Interbrew,
      of which IIBV is an indirect wholly-owned subsidiary, entered into the
      Incorporação Agreement (as amended, supplemented or otherwise modified, the
“ **Agreement** ”)
      on
      March 3, 2004 among AmBev, Labatt Brewing Canada Holding Ltd., a company
      organized under the laws of the Bahamas (“ **Mergeco** ”),
      and
      Labatt Brewing Company Limited, a corporation organized under the federal laws
      of Canada (“ **Labatt** ”).




**C.**  Pursuant
      to the Agreement, it was agreed that IIBV’s Remaining Share of Labatt Holdco
      would be transferred to Companhia Brasileira De Bebidas, a corporation organized
      under the laws of the Federative Republic of Brazil and a subsidiary of AmBev
      (“ **CBB** ”).








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**D.**  AmBev
      desires that Interbrew cause IIBV to transfer the Remaining Share to Jalua
      instead of CBB at the Closing.




**E.**  Interbrew
      desires to cause IIBV to, and IIBV desires to, transfer the Remaining Share
      to
      Jalua instead of CBB at the Closing.




**NOW
      THEREFORE THIS TRANSFER AGREEMENT WITNESSES** that
      in
      consideration for the payment by Jalua to Interbrew of U.S.$1.00 and other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by the parties, the parties have agreed as follows:




**ARTICLE I**


**TRANSFER
      OF REMAINING SHARE**




**1.1**  **Waiver
      of Provision to the Agreement** **.** Interbrew and AmBev agree that Interbrew will cause IIBV to transfer the
      Remaining Share to Jalua instead of CBB at the Closing. Except as, and to the
      extent, expressly set forth in this Transfer Agreement, the Agreement
      (including, for the avoidance of doubt, Section 1.04 of the Agreement)
      shall remain unamended and in full force and effect.




**1.2**  **Transfer
      of Share** **.** At the
      Closing, (i) IIBV will transfer to Jalua and Jalua will accept from
      IIBV
      the Remaining Share and (ii) IIBV, Labatt Holdco and, if applicable,
      Jalua
      shall take all actions as may be necessary to effectuate such transfer in
      accordance with the laws of Denmark.




**1.3**  **References
      to CBB in the Agreement** **.** The
      references to CBS contained in Sections 1.04(b)(ii) and 3.06(b) of the
      Agreement shall hereinafter be deemed to refer to Jalua.




**ARTICLE
      2**


**REPRESENTATIONS
      AND WARRANTIES**




**2.1**  **Representations
      and Warranties of IIBV** **.** IIBV
      represents and warrants to Jalua, and acknowledges that Jalua is relying upon
      such representations and warranties in connection with the entering into and
      completion of this Transfer Agreement, that:




(a)
            IIBV
                is a company validly subsisting pursuant to the laws of the Netherlands
                and has the corporate power and capacity to carry out the transactions
                contemplated hereby;




(b)
            the
                execution and delivery by IIBV of, and the performance of IIBV’s
                obligations under, this Transfer Agreement and the completion by
                IIBV of
                the transactions contemplated hereby will not result in the violation
                of
                any applicable law or the terms or provisions of the constating documents
                of IIBV; and








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(c)
            this
                Transfer Agreement has been duly authorized, executed and delivered
                by
                IIBV and is a valid and binding obligation of IIBV enforceable against
                IIBV in accordance with its terms.




The
      representations and warranties of IIBV contained in this Transfer Agreement
      shall not survive the closing of the transactions contemplated by this Transfer
      Agreement.




**ARTICLE
      3**


**REPRESENTATIONS
      AND WARRANTIES OF JALUA**




**3.1**  **Representations
      and Warranties of Jalua** **.** Jalua
      represents and warrants to IIBV, and acknowledges that IIBV is relying upon
      such
      representations and warranties in connection with the entering into and
      completion of this Transfer Agreement, that:




(a)
            Jalua
                is a company validly subsisting pursuant to the laws of the Kingdom
                of
                Spain and has the corporate power and capacity to carry out the
                transactions contemplated hereby;




(b)
            the
                execution and delivery by Jalua of, and the performance of Jalua’s
                obligations under, this Transfer Agreement and the completion by
                Jalua of
                the transactions contemplated hereby will not result in the violation
                of
                any applicable law or the terms or provisions of the constating documents
                of Jalua; and




(c)
            this
                Transfer Agreement has been duly authorized, executed and delivered
                by
                Jalua and is a valid and binding obligation of Jalua enforceable
                against
                Jalua in accordance with its terms.




The
      representations and warranties of Jalua contained in this Transfer Agreement
      shall not survive the closing of the transactions contemplated by this Transfer
      Agreement.




**ARTICLE 4**


**MISCELLANEOUS**




**4.1**  **Amendment** **.** This
      Transfer Agreement may not be amended or modified in any respect except by
      written instrument signed by each of the parties hereto.




**4.2**  **Assignment** **.** This
      Transfer Agreement and the rights and obligations hereunder shall not be
      assignable or transferable by any party without the prior written consent of
      the
      other party hereto.




**4.3**  **Capitalized
      Terms** **.** Capitalized terms used herein and not defined shall have the meanings set forth
      in the Agreement.




**4.4**  **Counterparts** **.** This
      Transfer Agreement may be executed in one or more counterparts, all of which
      shall be considered one and the same agreement, and shall become effective
      when






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one
      or
      more such counterparts have been signed by each of the parties and delivered
      to
      the other parties. An executed counterpart of this Transfer Agreement delivered
      by fax or other means of electronic transmission shall be deemed to be an
      original and shall be as effective for all purposes as delivery of a manually
      executed counterpart.




**4.5**  **Entire
      Agreement** **.** This
      Transfer Agreement, the Agreement and the Operative Agreements contain the
      entire agreement and understanding among the parties hereto with respect to
      the
      subject matter hereof and supersede all prior agreements and understandings
      relating to such subject matter. None of the parties shall be liable or bound
      to
      any other party in any manner by any representations, warranties or covenants
      relating to such subject matter except as specifically set forth herein or
      in
      the Agreement or Operative Agreements.




**4.6**  **Severability** **.** If any
      provision of this Transfer Agreement (or any portion thereof) or the application
      of any such provision (or any portion thereof) to any person or circumstance
      shall be held invalid, illegal or unenforceable in any respect by a court of
      competent jurisdiction, such invalidity, illegality or unenforceability shall
      not affect any other provision hereof (or the remaining portion thereof) or
      the
      application of such provision to any other persons or
      circumstances.




**4.7**  **Remedy** **.** The
      parties’ sole and exclusive monetary remedy in connection with any failure to
      comply with the obligations under this Transfer Agreement or breach of any
      representation, covenant or agreement under this Transfer Agreement shall be
      a
      claim which shall be subject to the terms of the Agreement.




**4.8**  **Arbitration** **.** All
      disputes arising out of or in connection with this Transfer Agreement shall
      be
      finally settled under the Rules of Arbitration of the International Chamber
      of
      Commerce (the “ICC”) in accordance with Section 9.09 of the Incorporação
      Agreement (whether or not such agreement remains in effect).




**4.9**  **Governing
      Law** **.** This
      Transfer Agreement shall be construed and enforced in accordance with, and
      the
      rights of the parties shall be governed by, the internal laws of the State
      of
      New York.




**4.10** **Further
      Assurances** **.** Each of
      the parties agrees to make, do, execute, endorse, acknowledge and deliver or
      cause and procure to be made, done, executed, endorsed, acknowledged, filed,
      registered and delivered any and all further acts and assurances, including
      without limitation, any conveyance, deed, transfer, assignment, share
      certificate or other instrument in writing as may, in the opinion of either
      of
      them, be necessary or desirable to give effect to the transfer provided for
      and
      contemplated by this Transfer Agreement and to take all such other action as
      may
      be required or desirable for more effectual and complete vesting of the
      Remaining Share for the purpose of registration or otherwise.




**4.11** **Successors
      and Assigns** .
      This
      Transfer Agreement shall enure to the benefit of and be binding upon the parties
      and their respective successors and permitted assigns.




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




**INTERBREW
                S.A.**By:/s/ Marc GalletName:
                Marc Gallet
              Title:
                V-P Treasury & Risk ManagementBy:/s/ Pierre WinandName:
                Pierre Winand
              Title:
                V-P Planning & Control








**INTERBREW
                S.A. INTERNATIONAL B.V.**By:/s/ Catherine NoirfalisseName:
                Catherine Noirfalisse
              Title:
                Legal CounselBy:/s/ Marc GalletName:
                Marc Gallet
              Title:
                V-P Treasury & Risk
                Management





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**COMPANHIA
                DE BEBIDAS DAS AMÉRICAS - AMBEV**By:/s/ José Adilson MiguelName:
                José Adilson Miguel
              Title:
                Resale OfficerBy:/s/ Pedro de Abrev MariòniName:
                Pedro de Abrev Mariòni
              Title:
                General Counsel








**JALUA
                SPAIN S.L.**By:/s/ Claudio Brar FerroName:
                Claudio Brar Ferro
              Title:
                Industrial OfficerBy:/s/ Carlos Alves de BriloName:
                Carlos Alves de Brilo
              Title:
                General Officer











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