EXHIBIT
      4.17 
  **INTERBREW
        S.A.**
  **Vaartstraat
        94**
 **B-3000,
        Leuven**
 **Belgium**
    August
        27, 2004
    Companhia
        de Bebidas das Américas — AmBev
 Rua
        Dr.
        Renato Paes de Barros 1017
 04530-001,
        São Paulo, SP
 Federative
        Republic of Brazil
 Attn:
        Mr.
        Felipe Dutra
  Labatt
        Brewing Company Limited
 207
        Queen's Quay West, Suite #299
 Toronto,
        ON M5J 1A7
 Canada
 Attn:
        Mr.
        James V. West
  Dear
        Sirs
        and Mesdames:
  **Re:** **Confirmation
        of Intellectual Property and Hedging Arrangements**
  Reference
        is made to Section 5.01(c) of the Incorporação Agreement dated as of
        March 3, 2004 (the “ **Incorporação
        Agreement** ”)
        among
        Companhia de Bebidas das Américas — AmBev (“ **AmBev** ”),
        Interbrew S.A. (“ **Interbrew** ”),
        Labatt Brewing Company Limited (“ **LBCL** ”)
        and
        Labatt Brewing Canada Holding Ltd., which requires, in part, that Interbrew,
        AmBev and LBCL use their respective commercially reasonable efforts to negotiate
        in good faith new intercompany agreements between LBCL and the “Labatt
        Subsidiaries” (as such term is defined in the Incorporação Agreement) (LBCL and
        the Labatt Subsidiaries being referred to collectively herein as the
“ **LBCL
        Companies** ”),
        on
        the one hand, and Interbrew and certain of its subsidiaries (Interbrew and
        such
        subsidiaries being referred to collectively herein as the “ **Interbrew
        Companies** ”),
        on
        the other hand, or enter into modifications or amendments to any such existing
        intercompany agreements, as may be necessary or advisable, in each case on
        mutually agreeable term.
  
  **Intellectual
        Property Licensing**
  This
        letter confirms our discussions and agreement relating to the intellectual
        property arrangements currently in place as between the Interbrew Companies
        and
        the LBCL Companies. Specifically, the parties hereto acknowledge and agree
        that
        certain intellectual property owned by one or more Interbrew Companies is
        currently being used by one or more LBCL Companies and that, conversely,
        certain
        intellectual property owned by one or more LBCL Companies is currently being
        used by one or more Interbrew Companies. In accordance with the Labatt Services
        Agreement between LBCL and Interbrew, dated August 27, 2004, from and after
        the
        closing date of the Incorporação Agreement (the “ **Closing
        Date** ”),
        Interbrew shall bear certain technology and patent development costs incurred
        by
        the LBCL Companies and Interbrew shall be the exclusive owner of any and
        all
        resulting intellectual property created or developed by or for the LBCL
        Companies from and after the Closing Date and up to the termination of the
        Labatt Services Agreement between Interbrew and Labatt of even date herewith
        (the “ **Labatt
        Services Agreement** ”)
        where
        such intellectual property was created or developed with the aid of or with
        funds provided by Interbrew (collectively, the “ **Post-Closing
        IP** ”).
        For
        greater certainty, nothing in this letter shall affect the ownership of,
        or the
        arrangements of the parties in respect of, any intellectual property created
        or
        developed by or for LBCL prior to the Closing Date and after the termination
        of
        the Labatt Services Agreement.
  Having
        regard to the arrangements referenced above and pending the negotiation and
        completion of new intercompany agreements as contemplated by the Incorporação
        Agreement, including appropriate intellectual property licensing and related
        agreements between the relevant Interbrew Companies and LBCL, Interbrew,
        AmBev
        and LBCL hereby confirm and agree that Interbrew shall be the exclusive owner
        of
        any and all Post-Closing IP and, as such, shall be entitled to, and LBCL
        shall
        pay to Interbrew, arm's length royalties or other remuneration in respect
        of the
        LBCL Companies' use of any and all such Post-Closing IP. Such remuneration
        shall
        be paid by LBCL in accordance with periodic invoices issued to LBCL by Interbrew
        in respect thereof or in accordance with such other commercially reasonable
        alternative remuneration and payment method as Interbrew and LBCL may determine,
        following a post-Closing Date analysis by Interbrew of available alternative
        methods and good faith negotiations between Interbrew and LBCL in respect
        thereof. Without limiting the generality of the foregoing, the parties hereto
        agree that an agreement between Interbrew and LBCL will be entered into,
        which
        will provide, among other things, that: (i) the Post-Closing IP will, to
        the
        extent permitted by law, constitute “work made for hire” and will otherwise be
        assigned to Interbrew by the LBCL Companies; and (ii) the LBCL Companies
        shall
        cooperate with any and all prosecution efforts by Interbrew in respect of
        the
        Post-CIosing IP, including, without limitation, the procurement from employees
        of patent applications and assignments, the execution of documents reasonably
        requested by Interbrew and the provision of managerial authority to Interbrew
        with respect to relevant employees.
  **Hedging
        Arrangements**
  This
        letter further confirms our discussions and agreement relating to certain
        forward foreign exchange hedging arrangements entered into or undertaken
        by
        Brandbrew S.A.
 2
  (“ **Brandbrew** ”),
        an
        Interbrew subsidiary, with or at the request of LBCL from time to time
        (collectively, the “ **Brandbrew
        Arrangements** ”).
  Having
        regard to the arrangements referenced above and pending the negotiation and
        completion of a formal agreement between LBCL and Brandbrew in respect of
        the
        Brandbrew Arrangements, Interbrew, AmBev and LBCL hereby confirm and agree
        that
        the following procedures and conditions shall apply from and after the Closing
        Date in respect thereof:
  1.
              Labatt
                  shall confirm its hedging requirements, in writing, on it monthly
                  basis to
                  Brandbrew;
  2.
              All
                  forward foreign exchange contracts shall take place at the European
                  Central Bank (ECB) rate as reported by Bloomberg on the 15thday of each month, modified as follows: plus or minus 0.3% margin,
                  plus or
                  minus relevant market forward points as calculated by
                  Bloomberg;
  3.
              During
                  the last week of each calendar month, Brandbrew shall provide to
                  LBCL a
                  summary of the forward foreign exchange contracts entered into
                  with LBCL
                  during such month; and
  4.
              Brandbrew
                  shall, on an ongoing basis, monitor and manage LBCL's interest
                  rate
                  exposure and make timely recommendations to LBCL regarding actions
                  and
                  positions to be taken by LBCL in the
                  market.
  *   *   *
  Each
        of
        Interbrew, AmBev and LBCL shall from time to time execute or procure such
        documents and other assurances as may be reasonable or advisable to give
        effect
        to the provisions of this confirmation letter. In addition, each of Interbrew
        and LBCL shall cause its respective affiliates to do all such things and
        to
        execute or procure all such documents and other assurances as may be necessary
        or desirable to give effect to the provisions hereof.
  No
        modification of or amendment to this confirmation letter shall be effective,
        valid or binding unless made in writing and signed by all parties.
  This
        confirmation letter shall be governed by and construed in accordance with,
        and
        the rights of the parties shall be governed by, the laws of the State of
        New
        York and the parties hereby consent to the exclusive jurisdiction of the
        courts
        of the State of New York to hear and determine any and all disputes, actions
        and
        proceedings arising out of this confirmation letter.
  Please
        indicate your acknowledgement, acceptance and agreement of and to the foregoing
        by signing and returning to the undersigned the duplicate copies of this
        confirmation letter enclosed herewith. Upon execution by all parties this
        confirmation letter will become a valid and binding agreement between us.
        This
        confirmation letter may be executed in separate
 
 3
   counterparts,
        each of which shall be considered an original and which, taken together,
        shall
        constitute a single agreement.
 
 
 Very
        truly yours,
 
 **INTERBREW
        S.A.**
 
 
 By: /s/
        Pierre Winawd
 Name:  P.
        Winawd
 Title:  Vice
        President Planning and Control
 
 
 By: /s/
        Catherine Noirfalisse
 Name:  C.
        Noirfalisse
 Title:  Legal
        Counsel
 
 
 Acknowledged
        and agreed to by:
 
 **COMPANHIA
        DE BEBIDAS DAS AMÉRICAS - AMBEV**
 
  By:
        /s/ Juan Manuel Vergara Galvis
 Name: 
        Juan Manuel Vergara Galvis
 Title:
 
 
 By:
        /s/ Pedro de Abreu Mariani
 Name: 
        Pedro de Abreu Mariani
 Title:
 
 
 **LABATT
        BREWING COMPANY LIMITED**
 
 
 
 By: /s/
        James V. West
 Name:  James
        V.
        West
 Title:  Vice
        President
 
 
 By: /s/
        Thorburn
 Name:  Craig
        Thorborn
 Title:  Director
 
 4