June
      22,
      2004




Labatt
      Holding B.V.


Ceresstraat
      19


4811
      CA
      Breda


The
      Netherlands




Companhia
      de Bebidas das Américas -- AmBev


Rua
      Dr.
      Renato Paes de Barros 1017


04530-001,
      São Paulo, SP


Federative
      Republic of Brazil


Attn:
      Felipe Dutra




Re:  Termination
      of the Letter Agreement




Ladies
      and Gentleman:




Reference
      is hereby made to (i) the Letter Agreement, dated as of March 3, 2004
      (the
“ Letter
      Agreement ”),
      by
      and between Labatt Holding B.V., a corporation organized under the laws of
      the
      Netherlands (“ Labatt
      Holdco ”),
      and
      Interbrew International B.V., a corporation organized under the laws of the
      Netherlands (“ IIBV ”),
      and
      (ii) the Incorporação Agreement, dated as of March 3, 2004 (the “ Incorporação
      Agreement ”),
      by
      and among Companhia De Bebidas Das Américas - AmBev, a corporation organized
      under the laws of the Federative Republic of Brazil (“ AmBev ”),
      Interbrew S.A., a public limited liability company organized under the laws
      of
      Kingdom of Belgium (“ Interbrew ”),
      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 ”).
      Capitalized terms used herein and not otherwise defined shall have the meanings
      assigned to them in the lncorporação Agreement.




Upon
      the
      execution and delivery of this side letter by the parties hereto, you and we
      agree that the Letter Agreement shall be irrevocably and unconditionally
      terminated in all respects and be of no further force and effect as of the
      date
      first written above. Upon such termination, Labatt Holdco and IIBV shall be
      released and discharged, irrevocably and unconditionally, from any and all
      obligations and liabilities under the Letter Agreement.




Interbrew
      shall be a third-party beneficiary to this side letter.




This
      side
      letter may be executed in one or more separate counterparts, all of which shall
      be considered one and the same agreement, and shall become effective when one
      or
      more such counterparts have been signed by each of the parties and delivered
      to
      the other parties. An executed counterpart of this side letter 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.




Arbitration .
      (a) All
      disputes arising out of or in connection with this side letter shall be finally
      settled under the Rules of Arbitration of the ICC. Judgment on the award
      rendered by the arbitrators may be entered in any court having jurisdiction
      thereof.




(b)
      The
      number of arbitrators shall be three, one appointed by the plaintiff party
      or
      parties, one by the respondent party or parties and a chairman appointed jointly
      by the first two arbitrators. In the event that, in multiple party proceedings,
      the plaintiff parties or the respondent parties are not able to reach consensus
      on the appointment of their arbitrator, such (and only such) arbitrator shall
      be
      appointed by the International Chamber of Commerce (Article 10, paragraph 2,
      ICC
      Rules, Edition 1998).




(c)
      Any
      party to the dispute submitted to arbitration in connection with this side
      letter may assert a cross-claim against any other party to the dispute based
      on
      any breach of the Incorporação Agreement. Any party to the dispute shall have
      access to all documents filed by any other party.




(d)
      Any
      party to the dispute submitted to arbitration may request that any party to
      the
      lncorporação Agreement which was not initially named as a party to the
      proceedings be joined as a party to the proceedings, provided that the basis
      asserted for such joinder is substantially related to the subject matter of
      the
      dispute in arbitration. Any party to the Incorporação Agreement or this side
      letter which is not involved in the proceeding may request to join the existing
      proceeding, provided that the basis asserted for such intervention is
      substantially related to the subject matter of the dispute in arbitration.
      The
      parties to the Incorporação Agreement or this side letter have agreed to these
      procedures. Any joined or intervening party shall be bound by any award rendered
      by the arbitral tribunal even if it chooses not to participate in the arbitral
      proceedings.




(e)
      The
      parties agree that the ICC Court of Arbitration shall fix separate advances
      on
      costs in respect of each claim, counterclaim or cross-claim.




(f)
      The
      parties agree that if a dispute raises issues which are the same as or
      substantially connected with issues raised in a related dispute arising in
      connection with this side letter or the Incorporação Agreement, such dispute and
      such related dispute shall be finally settled by the first appointed arbitral
      tribunal, provided a joinder of proceedings is requested by at least one party
      to any of the disputes.




(e)
      The
      place of arbitration shall be Paris, France. The language of the arbitration
      shall be English.




(f)
      The
      arbitrators will have no authority to award punitive damages or any other
      damages not measured by the prevailing party’s actual damages, and may not, in
      any event, make any ruling, finding or award that does not conform to the terms
      and conditions of this side letter.




-2-




(g)
      Any
      party may make an application to the arbitrators seeking injunctive relief
      to
      maintain the status quo until such time as the arbitration award is rendered
      or
      the controversy is otherwise resolved. Any party may apply to any court having
      jurisdiction hereof to seek injunctive relief in order to maintain the status
      quo until such time as the arbitration award is rendered or the controversy
      is
      otherwise resolved.




This
      side
      letter shall be governed by and construed in accordance with the internal laws
      of the State of New York applicable to agreements made and to be performed
      entirely within such State, without regard to the conflicts of law principles
      of
      such State.




-3-




If
      you acknowledge,
      accept and agree to the foregoing, please so indicate by signing and returning
      to the undersigned the duplicate copies of this side letter enclosed herewith
      whereupon this will become a valid and binding agreement between
      us.









Very
                truly yours,
              
              INTERBREW
                INTERNATIONAL B.V.By:
            /s/
                Philip GorisName:Philip
                GorisTitle:DirectorBy:
            /s/
                Myriam BeatoveName:Myriam
                BeatoveTitle:Director








ACKNOWLEDGED
                AND AGREED
              
              LABATT
                HOLDING B.V.By:
            /s/
                Philip GorisName:Philip
                GorisTitle:DirectorBy:













If
      you
      acknowledge, accept and agree to the foregoing, please so indicate by signing
      and returning to the undersigned the duplicate copies of this side letter
      enclosed herewith whereupon this will become a valid and binding agreement
      between us.






Very
                truly yours,
              
              INTERBREW
                INTERNATIONAL B.V.By:Name:Title:By:Name:Title:








ACKNOWLEDGED
                AND AGREED
              
              LABATT
                HOLDING B.V.By:Name:Title:By:
            /s/
                J.H.M. van ErveName:J.H.M.
                van ErveTitle:Director