[LOGO] TRAVERS
       SMITH
       BRAITWAITE

                                                                   Exhibit 10.58





                           DATED _______________ 2001


                 (1) UNITED BREWERIES INTERNATIONAL (UK) LIMITED


                           (2) SHEPHERD NEAME LIMITED


                                (3) UBSN LIMITED


                      ------------------------------------

                             SUPPLEMENTAL AGREEMENT
                             to a Brewing Agreement

                      ------------------------------------


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THIS SUPPLEMENTAL AGREEMENT is made on                                     2001

BETWEEN:-

(1)  UNITED  BREWERIES  INTERNATIONAL  (UK)  LIMITED,  a company  registered  in
     England with number 1688201 whose  registered  office is at 75 Westow Hill,
     Crystal Palace, London SE19 1TX, England ("UBI");

(2)  SHEPHERD NEAME LIMITED,  a company registered in England with number 138256
     whose registered  office is at 17 Court Street,  Faversham,  Kent ME13 7AX,
     England ("SN"); and

(3)  UBSN LIMITED,  a company  registered  in England with number  2367133 whose
     registered  office is at 75 Westow Hill,  Crystal  Palace,  London SE19 1TX
     ("UBSN").

INTRODUCTION

(A)  UBI, SN and UBSN ("the  parties")  entered  into a Brewing  Agreement  on 9
     October  1998  (the  "Original  Agreement"),  whereby  SN  agreed  to brew,
     package, sell and supply Kingfisher Products to UBSN.

(B)  Following  discussions  between  the parties  and in  consideration  of the
     provision of a loan of  (pound)600,000 by SN in favour of UBSN, the parties
     now wish to enter into this Supplemental Agreement in order to make certain
     amendments to the Original Agreement.

IT IS AGREED as follows:-

1.   DEFINITIONS AND INTERPRETATION

     Save as expressly set out herein, words and phrases defined in the Original
     Agreement  shall  have  the same  meaning  when  used in this  Supplemental
     Agreement.

2.   COMMENCEMENT

     This  Supplemental  Agreement  shall commence on the date hereof,  with the
     exception of clause 3.7 which shall be deemed to have effect from 9 October
     1998.

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3.   AMENDMENTS TO THE ORIGINAL AGREEMENT

3.1  The definitions of "Group Company",  "Regulation",  "UBI Licence" and "UBSN
     Licence"  in clause 1.1 of the  Original  Agreement  shall be  deleted  and
     replaced by the following definitions respectively:-

     "Group Company      UB, its  subsidiaries  for the time being and from time
                         to time,  UBI and UBSN and "Group  Companies"  shall be
                         construed accordingly;"

     "Regulation         Commission Regulation EC/2790/99;"

     "UBI Licence        the licence  dated 9 October  1998 and made  between UB
                         and  UBI,  as the same  may be  amended,  supplemented,
                         varied or replaced from time to time;" and

     "UBSN Licence       the licence  dated 9 October  1998 and made between UBI
                         and  UBSN,  as the same may be  amended,  supplemented,
                         varied or replaced from time to time;".

3.2  Clause  1.1 of the  Original  Agreement  shall  be  supplemented  with  the
     following definitions:-

     "Loan Agreement     the loan  agreement  dated on or about 24 October  2001
                         and made between SN and UBSN;" and

     "Mendocino          Mendocino  Brewing Company,  a company  incorporated in
                         the State of California,  whose registered office is at
                         3 Harbor Drive #115, Sausalito, CA 94965, USA".

3.3  In clause 2.3 of the Original Agreement:-

     3.3.1     after the words  commencing in the sixth line  immediately  after
               (ii)  "to  refrain,  in  relation  to the  supply  of  Kingfisher
               Products for resale,  from" the words "making active sales, from"
               shall be inserted;

     3.3.2     the words commencing in the eighth line "and from maintaining any


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               distribution depot" shall be deleted and replaced by the words
               "and/or from maintaining any warehouse or distribution outlet";
               and

     3.3.3     after the words in the ninth  line "in the United  Kingdom",  the
               words "PROVIDED THAT the distributor shall not be prohibited from
               responding to  unsolicited  requests from  individual  customers,
               including  requests for delivery of  Kingfisher  Products to such
               customers,  in the United  Kingdom.  Nor shall the distributor be
               prohibited from undertaking  general advertising and promotion in
               media or on the  internet  that  reaches  customers in the United
               Kingdom  PROVIDED  THAT  such  advertising  is  not  specifically
               targeted at customers  in the United  Kingdom and is a reasonable
               way to reach  customers  outside  the  United  Kingdom"  shall be
               inserted.

3.4  In clause 2.4 of the Original  Agreement,  the words in the fourth line "as
     shall be permitted"  shall be deleted and replaced by the words "which have
     the same or substantially the same effect as the restrictions  contained in
     clause 2.3 insofar as permitted or not prohibited".

3.5  In clause  2.6 of the  Original  Agreement,  all those  words in clause 2.6
     following the words "it will not agree to amend or terminate" in the second
     line shall be deleted  and  replaced  by the words "the UBI  Licence and it
     will not agree to transfer or transfer any of its rights and/or obligations
     under the UBI Licence without the prior written consent of SN (such consent
     not to be unreasonably  withheld or delayed) and without complying with its
     obligations  under  clause  7  thereof.  Further,  each  of  UBI  and  UBSN
     undertakes to SN that, save in accordance  with the termination  provisions
     set out in clause 6 of the UBSN Licence and,  subject always to clause 2.7,
     it will not agree to amend or  terminate  the UBSN  Licence and it will not
     agree to transfer or transfer any of its rights  and/or  obligations  under
     the UBSN Licence  without the prior written consent of SN (such consent not
     to be  unreasonably  withheld or delayed)  and without  complying  with its
     obligations under clause 7 thereof".

3.6  In clause 2.7 of the Original Agreement:-

     3.6.1     after the words in the first line of clause 2.7.1 "UBSN ceases to
               be a  subsidiary  of UBI" the  words "or of  Mendocino"  shall be
               inserted;

     3.6.2     after the words in the fifth line of clause 2.7.1 "in Section 207
               of the  Financial


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               Services  Act 1986)" the words "or except by reason of a transfer
               by UBI of all of its assets and  undertaking  to UBSN followed by
               the dissolution of UBI" shall be inserted;

     3.6.3     the   words   immediately   below   clause   2.7.2   "UBI   shall
               simultaneously   enter  into  a  brewing  agreement  with  SN  in
               identical  terms to this  Agreement  save"  shall be deleted  and
               replaced  by the words  "UBI will  simultaneously  enter  into an
               equivalent  brewing agreement to this Agreement mutatis mutandis,
               with SN PROVIDED";

     3.6.4     after the words "UBSN ceases to be a subsidiary of UBI" the words
               "or of Mendocino (as appropriate)" shall be inserted; and

     3.6.5     after  the words  "(as the case may be)" the  words ",  whereupon
               this Agreement shall terminate." shall be inserted.

3.7  The  following  proviso  shall  be  inserted  at  the  end of  clause  3.3,
     immediately after the words "at the applicable rate":-

     "PROVIDED THAT, without prejudice to any of its other rights under the Loan
     Agreement or under this Agreement:-

     3.3.1     if UBSN  does  not pay a  Default  Sum (as  defined  in the  Loan
               Agreement)  and SN chooses to exercise  its rights  under  clause
               10.1 of the Loan Agreement,  it shall be entitled to require UBSN
               to pay,  and  UBSN  shall  pay,  such  increased  prices  for the
               Kingfisher  Products  brewed by SN (above  and  beyond  any price
               increases  permitted  to be  made  by SN  pursuant  to any  other
               provisions of this Agreement)  (each an "Uplift") for a period of
               up to one year commencing on the date upon which such Default Sum
               became due and payable (the "Relevant Year"). The Uplift shall be
               calculated on the assumption  that UBSN will order 30,000 Barrels
               of Kingfisher  Products from SN in the Relevant Year and shall be
               charged in respect of each Barrel of Kingfisher  Product supplied
               by SN to  UBSN  in the  Relevant  Year  until  such  time as such
               Default Sum has been reduced to zero. Accordingly, the Uplift per
               Barrel shall be U = DS 30,000


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                     where     U = the Uplift per Barrel; and
                              DS = the Default Sum;

     3.3.2     if such Default Sum has not been repaid in full at the end of the
               Relevant Year pursuant to clause 3.3.1, then UBSN shall pay to SN
               the balance of the Default Sum in accordance  with clause 10.3 of
               the Loan Agreement and, for the avoidance of doubt,  such Default
               Sum shall not accrue interest under clause 3.8."

3.8  The words  "With  effect  from 1 January  2002,"  shall be  inserted at the
     beginning  of the fifth and last  sentence  of clause  3.6 of the  Original
     Agreement.

3.9  Each of the references in clauses 3.9 and 3.10 of the Original Agreement to
     "30,000 Barrels" shall be replaced by the words "60,000 Barrels".

3.10 Clause 5.1 of the Original  Agreement  shall be deleted and replaced by the
     following:-

     "5.1      This  Agreement  shall be deemed to have  commenced  on 9 October
               1998 and shall continue (unless  terminated earlier in accordance
               with its  terms)  for a period of 15 years  from such date  ("the
               Initial Term").".

3.11 The words "Subject always to clause 2.6" shall be inserted at the beginning
     of Clause 7 of the Original Agreement.

4.   CONFIRMATION OF THE ORIGINAL AGREEMENT

     Subject to the terms and  conditions of this  Supplemental  Agreement,  the
     Original Agreement shall remain in full force and effect.

5.   LAW OF SUPPLEMENTAL AGREEMENT

5.1  This  Supplemental   Agreement  shall  be  governed  by  and  construed  in
     accordance with the laws of England.

5.2  The parties  irrevocably  submit,  for the exclusive  benefit of SN, to the
     non-exclusive jurisdiction of the courts of England and Wales in respect of
     any claim,  dispute or difference arising out of or in connection with this
     Supplemental Agreement.


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THIS SUPPLEMENTAL  AGREEMENT has been duly executed and delivered by the parties
as a deed on the date stated above.



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EXECUTED as a DEED by               )
UNITED BREWERIES INTERNATIONAL      )
(UK) LIMITED acting by:             )

                                               ---------------------------------
                                               Director

                                               ---------------------------------
                                               Director/Secretary



EXECUTED as a DEED by               )
SHEPHERD NEAME LIMITED              )
acting by:                          )

                                               ---------------------------------
                                               Director

                                               ---------------------------------
                                               Director/Secretary


EXECUTED as a DEED by               )
UBSN LIMITED                        )
acting by:                          )

                                               ---------------------------------
                                               Director

                                               ---------------------------------
                                               Director/Secretary




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[LOGO]
  UB
 UNITED
BREWERIES
 LIMITED


To:    Shepherd Neame Limited
       17 Court Street
       Faversham
       Kent
       ME13 7AX

                                                              22nd October, 2001

Attention: The Directors

Dear Sirs,

Kingfisher lager

We refer to our letter to you dated 9 October 1998 (the "Original  Letter"),  in
respect of our procuring the performance of various  obligations  arising out of
the brewing agreement entered into between United Breweries  International  (UK)
Limited  ("UBI"),  yourselves  and UBSN Limited  ("UBSN")  (as amended,  varied,
supplemented or replaced from time to time) (the "Brewing Agreement").

Following  discussions between the parties and, in consideration of you entering
into the proposed amendments to, inter alia, the Brewing Agreement (the adequacy
of which is hereby  expressly  acknowledged),  we hereby agree to the  following
amendments being made to the relevant paragraphs of the Original Letter:

1.     The words "clause 2.6", in the first sentence of the second  paragraph of
       the Original  Letter,  shall be deleted and replaced by the words "clause
       2.9".

2.     In the third paragraph of the Original  Letter  commencing with the words
       "Further, in relation to agreements..." the following amendments shall be
       made:

       o      The  reference  to  "Commission  Regulation  EC/1983/83"  shall be
              deleted and replaced by "Commission Regulation EC2709/99";

Regd. Office & Bangalore Brewery
P.B. No. 5104,
1/1 Vittal Mallya Road, Bangalore - 560 001
Tel : 2274884, 2274885, 2274886, 2274887, 2272866
Telex : 0845-2259 BEER IN, Fax : (91-080) 2219131, Cable : "Brewery"


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                                     - 2 -


       o      In sub-paragraph (ii) after the words "to refrain,  in relation to
              the supply of  Kingfisher  Products  for  resale,  from" the words
              "making active sales, from" shall be inserted; the words "and from
              maintaining any distribution  depot" shall be deleted and replaced
              by  the  words   "and/or  from   maintaining   any   warehouse  or
              distribution  outlet"; and after the words "in the United Kingdom"
              the words "PROVIDED THAT the  distributor  shall not be prohibited
              from responding to unsolicited requests from individual customers,
              including  requests  for delivery of  Kingfisher  Products to such
              customers,  in the United  Kingdom.  Not shall the  distributor be
              prohibited from undertaking  general  advertising and promotion in
              media or on the  internet  that  reaches  customers  in the United
              Kingdom   PROVIDED  THAT  such  advertising  is  not  specifically
              targeted at  customers  in the United  Kingdom and is a reasonable
              way to  reach  customers  outside  the  United  Kingdom"  shall be
              inserted;

       In the fourth paragraph of the Original Letter  commencing with the words
       "In  relation  to   Distribution   Agreements   entered  into  after  the
       replacement  of  the   Regulation",   after  the  words   "contains  such
       restrictions on the  distributor" the words "as shall be permitted" shall
       be  deleted  and   replaced  by  the  words   "which  have  the  same  or
       substantially  the same effect as the  restrictions  contained in (i) and
       (ii) of paragraph 3 above  insofar as permitted or not  prohibited";  and
       the words "that  Regulation"  shall be deleted and  replaced by the words
       "the Regulation".

3.     The words "clause 2.3", in the second  sentence of the sixth paragraph of
       the Original  Letter,  shall be deleted and replaced by the words "clause
       2.6".

4.     The following  paragraph  shall be inserted into the Original Letter as a
       penultimate paragraph thereof:

       "Notwithstanding  the immediately  preceding paragraph of this letter, we
       further  undertake to you that if at any time during the Term (as defined
       in the Brewing Agreement):

       (i)    UBI  ceases  to  be  a  licencee   of  the   Company's   Trademark
              "KINGFISHER"  as per Schedule 1 attached to the Brewing  Agreement
              and Distribution Agreement;

       (ii)   there is a change of Control of UBI;


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                                     - 3 -


       (iii)  the UBI Licence (as amended) terminates for any reason; or

       (iv)   any of the  following  events  (each a  "Relevant  Event")  occurs
              without your prior knowledge and written consent:

              (a)    UBI  transfers  or purports  to transfer  any of its rights
                     and/or  obligations  under  the UBI  Licence  (as  amended)
                     without  complying  with  its  obligations  under  clause 7
                     thereof; or

              (b)    UBSN ceases,  for whatever  reason,  to be able to grant to
                     you the rights under,  inter alia,  clause 2 of the Brewing
                     Agreement; then

       we  will  notify  you  forthwith  and  agree  that  we  will  immediately
       thereafter,  at our discretion  (but having first  consulted with you and
       having taken into account your own preference), either

              (aa)   enter into an  equivalent  licence to the UBI  Licence  (as
                     amended), mutatis mutandis, with UBSN; or

              (bb)   enter into an equivalent  brewing  agreement to the Brewing
                     Agreement (as amended), mutatis mutandis, with you provided
                     that  the  term  of such  brewing  agreement  shall  be the
                     unexpired  Term or the  unexpired  term of any  replacement
                     agreement  entered into between  UBI,  UBSN and  yourselves
                     (pursuant  to  clause  2.7 of  the  Brewing  Agreement)  (a
                     "Replacement  Agreement")  (as the  case  may be) as at the
                     date upon which the relevant  event(s)  listed in paragraph
                     4(i) to (iv) occurs, whereupon the Brewing Agreement or any
                     Replacement Agreement shall terminate.

       If a Replacement Licence terminates for any reason, we will notify you as
       soon as we become aware of such event and  immediately  thereafter  enter
       into an equivalent  brewing agreement on the terms and conditions set out
       in paragraph 4(iv)(bb) of this letter".


<PAGE>
                                     - 4 -


5.     The following  paragraph  shall be inserted into the Original Letter as a
       final paragraph thereof:

       "Without  prejudice to the  provisions of this letter and the UBI Licence
       (as amended), we further undertake to you that if, at any time during the
       Term we wish to transfer any of our obligations under the UBI Licence (as
       amended) to any person (each a "Transferee"),  we shall not do so without
       your prior written consent (such consent not to be unreasonably  withheld
       or delayed) and without  complying with our obligations under clause 7 of
       the  UBI  Licence  (as  amended)  nor  without  ensuring  that  any  such
       Transferee  (and any  subsequent  transferee)  agrees to assume,  mutatis
       mutandis, all of our obligations under the Original Letter (as amended by
       this letter)."

Subject  to the  terms  and  conditions  of this  letter,  we  confirm  that the
provisions of the Original Letter shall remain in full force and effect.

Yours faithfully
For and on behalf of
United Breweries Limited

/s/ P. Subramani

P. SUBRAMANI
Sr. Vice President - Legal
& Company Secretary