Exhibit 10.52

THIS AGREEMENT is made on 9 October 1998

BETWEEN

1.     UNITED  BREWERIES  LIMITED,  a company in India with number  08/740 whose
       registered office is at 1/1, Vittal Mallya Road, Bangalore 560 001, India
       (UB); and

2.     UNITED  BREWERIES  INTERNATIONAL  (UK) LIMITED,  a company  registered in
       England with number 1688201 whose registered office is at Tingewick Road,
       Buckingham MK 18 1GD ("UBI (UK)").

WHEREAS:

A.     UB is the  beneficial  owner  throughout  the  Territory  of all property
       rights,  registered  and  unregistered  marks,  names  and  other  rights
       relating to the Trade Marks.

B.     UB desires to enter into an exclusive licence agreement with UBI (UK) for
       the purpose of enabling UBI (UK) to use the Trade Marks in the  Territory
       and UB has agreed to grant to UBI (UK) such rights in accordance with the
       terms of this Agreement.

IT IS AGREED as follows:

1.     Definitions

1.1    In this  Agreement  the  following  words and phrases  shall,  unless the
       context requires otherwise, have the following meanings:

Brewing                                 Agreement the brewing agreement dated of
                                        even  date  herewith  between  UBI (UK),
                                        UBSN, and SN;

Business Day                            a day, other than a Saturday  or Sunday,
                                        on which  clearing  banks  are  normally
                                        open for business in the City of London;


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Kingfisher Products                     lager and other beer products brewed and
                                        prepared for sale in bottled, canned and
                                        draught   form   and  any   other   form
                                        implemented  by SN under clause 4 of the
                                        Brewing  Agreement and marketed or to be
                                        marketed under the Trade Marks or any of
                                        them;

Original UBSN Licence                   the  licence  dated 14th August 1989 and
                                        made   between   UB  and  UBSN;

person                                  includes bodies corporate,  individuals,
                                        firms,  partnerships  and any other body
                                        of  persons   whether   incorporated  or
                                        unincorporated;

SN                                      Shepherd   Neame   Limited,   a  company
                                        registered in England with number 138256
                                        whose  registered  office is at 17 Court
                                        Street,   Faversham,  Kent  ME  13  7AX,
                                        England;

Term                                    the term of this Agreement;

Territory                               the   United   Kingdom,   Belgium,   the
                                        Netherlands,   France,  Germany,  Italy,
                                        Austria,  Switzerland,  Finland, Sweden,
                                        Norway,   Denmark,   Eire,   Luxembourg,
                                        Iceland,  Greece,  Spain,  Portugal  and
                                        Liechtenstein;

Trade Marks                             the UK registered  trade mark  specified
                                        in  Schedule 1 and all other  registered
                                        and unregistered marks, names and rights
                                        in or relating to the "Kingfisher"  name
                                        and the Kingfisher logo (such logo being
                                        represented  in Schedule 1) owned and/or
                                        used by UB and  licenced to UBI (UK) for
                                        use throughout the Territory;

UBSN                                    UBSN  Limited,  a company  registered in
                                        England   with  number   2367133   whose
                                        registered  office is at Tingewick Road,
                                        Buckingham MI 18 1GD;


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UBSN Licence                            the licence granted in the  distribution
                                        agreement  dated of even  date  herewith
                                        between UBI (UK) and UBSN;

Year                                    each period of 12 calendar months during
                                        the term of this Agreement commencing on
                                        lst January and ending on 31st  December
                                        except  that the first Year shall be the
                                        period  from the date of this  Agreement
                                        to 31st  December 1998 and the last Year
                                        shall be the period  from lst January to
                                        the date of expiry of this Agreement.

1.2    The headings in this  Agreement  are for  convenience  only and shall not
       affect its meaning.

1.3    References  to a clause or Schedule  are (unless  otherwise  stated) to a
       clause of and Schedule to this Agreement.

1.4    Words importing the singular  include the plural and vice versa and words
       importing a gender include every gender.

2.     Appointment

2.1    UB hereby appoints UBI (UK) as its exclusive  licencee of the Trade Marks
       in the Territory.

2.2    Save in accordance with clause 13.4, UB shall not, during the Term, grant
       to any other person any rights relating to the Kingfisher Products in the
       Territory.

2.3    With effect from the date of this  Agreement,  the Original  UBSN Licence
       shall terminate.


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3.     Licence of Trade Marks

3.1    UB hereby grants to UBI (UK) an exclusive  licence to use the Trade Marks
       and  to  do  all  things  necessary  to  manufacture,   package,  market,
       distribute and sell Kingfisher Products in the Territory and specifically
       including the  authorization to sub-licence  certain rights of UBI (UK)'s
       to UBSN  pursuant  to the UBSN  Licence and to SN pursuant to the Brewing
       Agreement and to licence pursuant to clause 13.4 any other persons deemed
       necessary by UBI (UK) to the extent such additional  sub-licencees do not
       contravene rights previously granted to other existing licencees.

3.2    UB shall  co-operate  with UBI (UK) in  ensuring  that  such  licence  is
       registered  with the UK Trade Marks  Registry and in making any necessary
       adjustments to existing registered user agreements.

3.3    UB shall make and pursue  application  for  registration  of those of the
       Trade  Marks  which  are  not  registered  in  the  Territory.  UB  shall
       co-operate  with UBI (UK) to ensure the recordal of UBI (UK)'s licence to
       use any Trade Marks which become  registered in the  Territory  following
       the date of this Agreement.

4.     Royalty

4.1    UBI (UK) shall pay to UB a royalty for all Kingfisher  Products  supplied
       in the Territory at the rate of 30p per hectolitre brewed.

4.2    UBI (UK)  shall  supply to UB half  yearly a  statement  of the number of
       hectolitres  of  Kingfisher  Products  supplied in the Territory in the 6
       months immediately preceding each such statement together with payment of
       the royalty  calculated  thereon  pursuant to clause 4.1.  UBI (UK) shall
       maintain such records as are necessary for that purpose.

5.     Term

5.1    This Agreement shall commence on the date hereof and shall continue for a
       period of 10 years (the "Initial Term").

5.2    At any time within the period of two years prior to expiry of the Initial
       Term,  either UB or UBI (UK) may serve notice on the other (an "Extension
       Notice") requesting an


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       extension of the Term beyond the Initial  Term subject to such  revisions
       to this Agreement as may be specified in such notice and mutually  agreed
       upon between the parties.

6.     No Termination

       UB may not, without prejudice to any other rights it may have,  terminate
       this Agreement prior to the expiry of the Term.

7.     No assignment

       Except as  otherwise  provided  in this  Agreement,  neither  party shall
       without the prior written consent of the other assign,  mortgage,  charge
       or  otherwise  deal with any of its  rights  or  obligations  under  this
       Agreement.

8.     Force majeure

       Neither party to this  Agreement  shall have any liability  whatsoever to
       the other or be deemed to be in default of this  Agreement as a result of
       any delay or failure in performing its  obligations  under this Agreement
       to the extent that any such delay or failure  arises  from causes  beyond
       the  control of that party  including,  but not  limited to, acts of god,
       acts or regulations of any governmental or supranational  authority,  war
       or national emergency,  fire, civil disobedience,  strikes, lock-outs and
       industrial disputes.

9.     Restrictive Trade Practices Act 1976

       Where this Agreement is or forms part of an agreement which is subject to
       registration under the Restrictive Trade Practices Act 1976 ("RTPA"),  no
       restriction  accepted or information  provision made under that Agreement
       shall be given effect to or enforced  until the day after  particulars of
       the agreement have been furnished to the Director General of Fair Trading
       under  section 24 of the RTPA. If either party shall wish to furnish such
       particulars,  the other party will render such co-operation and undertake
       such action as may reasonably be required of it for such purposes so that
       particulars  may be  furnished  as  soon  as  practicable  following  the
       signature of this  Agreement and each party consents to the disclosure of
       all information so furnished. In this clause 9, the


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       words and terms "agreement" and "subject to registration"  shall have the
       meanings  respectively  given to them by the RTPA  and the  reference  to
       "restrictions  accepted"  or  "information  provisions  made"  under  the
       Agreement  shall be to  restrictions  accepted or information  provisions
       made by virtue of which the Agreement is subject to restriction.

10.    Confidentiality

       UB and UBI (UK)  shall  both  during  and after  the Term  keep  strictly
       confidential all information  relating to the other party which is by its
       nature or is marked as being  "confidential" or which relates to the sale
       of  Kingfisher  Products  provide  that the  obligations  imposed by this
       clause  10  shall  not  apply  to  information  which,  at the time it is
       received,  is in the public domain or subsequently  comes into the public
       domain through no fault of the recipient.

11.    Notices and service of proceedings

11.1   Any notice, request, demand, approval,  consent or other communication (a
       "Notice")  to be given in  connection  with  this  Agreement  shall be in
       writing  signed  by or on  behalf  of the  party  giving  it and shall be
       irrevocable  without  the  written  consent  of the  party  on whom it is
       served.  Any Notice  shall be sent or delivered to the party to be served
       at the address of that party set out in this Agreement . Any  alterations
       in such address shall, to have effect,  be notified to the other party in
       accordance with clause 11.2.

11.2   Service  of a Notice  must be  effected  by  leaving  it at the  relevant
       address or sending it by  pre-paid  first class post (by air mail if from
       one country to the other).

11.3   Notices shall be deemed served as follows:

11.3.1 in the case of leaving the Notice at the relevant address, at the time of
       leaving it there;

11.3.2 in the case of service by post on the third  Business Day (or in the case
       of a Notice sent by air mail the seventh Business Day), following the day
       on which it was posted and in proving such service it shall be sufficient
       to prove that the envelope containing the Notice was correctly addressed,
       postage paid and posted.


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11.4   UB hereby  irrevocably  appoints D. Young & Co. (Mr.  Havelock) of 21 New
       Fetter Lane,  London, as its agent for service of proceedings in relation
       to any matter arising out of this Agreement.

12.    Law of Agreement

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

12.2   The parties  irrevocably  submit for the exclusive benefit of UBI (UK) 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 Agreement.

13.    Goodwill and rights associated with the Trade Marks owned by UB

13.1   UBI (UK)  recognizes the great value of the goodwill  associated with the
       Trade Marks and acknowledges  that the Trade Marks and all rights therein
       and the goodwill  pertaining  thereto belong  exclusively to UB. UBI (UK)
       agrees not to commit any act or  omission  adverse or  injurious  to said
       rights.

13.2   UBI (UK) agrees that every use of the Trade Marks by UBI (UK) shall inure
       to the  benefit  of UB,  and  that,  save  as  otherwise  set out in this
       Agreement, UBI (UK) shall not at any time acquire any rights in the Trade
       Marks by virtue of any use UBI (UK) may make of the Trade Marks.

13.3   UBI (UK)  agrees to  cooperate  fully and in good  faith  with UB for the
       purpose of securing,  preserving,  and  protecting  UB's rights in and to
       the Trade Marks.


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13.4   UBI (UK)  acknowledges  that UB shall  have the  right,  but shall not be
       under any obligation,  to use the Trade Marks in the Territory,  however,
       such use is limited to brand  building  advertisement  or  marketing  and
       shall not contravene the rights and obligations  provided in clause 2 or,
       except as such use shall be consistent with the provisions of the Brewing
       Agreement.

13.5   UBI (UK)  acknowledges  that its  failure  to cease  the use of the Trade
       Marks on the  expiration of this  Agreement  will result in immediate and
       irremediable  damage to UB and to the rights of any subsequent  licencee.
       UBI (UK)  acknowledges and admits that there is no adequate remedy at law
       for such failure,  and agrees that in the event of such failure, UB shall
       be  entitled  to  equitable  relief  by way of  temporary  and  permanent
       injunctions and such other and further relief including  monetary damages
       as any court with jurisdiction may deem just and proper.

13.6   UBI (UK) shall report to UB in writing any  infringement  or imitation of
       the Trade  Marks of which UBI (UK) become  aware.  UB shall have the sole
       right  to   determine   whether  to   institute   litigation   upon  such
       infringements  as well as the  selection  of counsel.  UB may commence or
       prosecute any claims or suits for  infringement of the Trade Marks in its
       own name or the  name of UBI (UK) or join UBI (UK) as a party or  parties
       thereto.  UB shall be entitled to keep the entire  amount of any recovery
       therefrom.  If UB brings an action  against  any  infringer  of the Trade
       Marks, UBI (UK) shall cooperate with UB and lend whatever  assistance UBI
       (UK) can or is necessary in the  prosecution  of such  litigation.  If UB
       decides not to institute such  litigation,  it may authorize,  within its
       sole  discretion,  in writing UBI (UK) to institute such  litigation,  in
       which  event UBI (UK) shall be solely  responsible  for the costs of such
       litigation and shall be entitled to keep any recovery therefrom.

13.7   UBI (UK) shall not contest or deny the validity or  enforceability of any
       of the Trade Marks or oppose or seek to cancel any  registration  thereof
       by UB, or aid or abet  others in doing so,  either  during the Term or at
       any time thereafter.

13.8   UBI (UK) acknowledges that any use of the Trade Marks in violation of the
       provisions of this clause 13 will cause irreparable  damage to UB and its
       licencees  constitutes  an incurable  default of this  Agreement,  and is
       grounds for relief provided in clause 13.5.


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14.    Obligations and rights of parties upon expiration

14.1   On the expiration of this Agreement UBI (UK) shall forthwith  discontinue
       the use of the Trade Marks and shall not  thereafter  use, in any manner,
       or for any purpose, directly or indirectly, any of the same, or any Trade
       Marks or symbols deceptively similar thereto.  UBI (UK) shall immediately
       return  to UB any  written  embodiment  relating  to the use of the Trade
       Marks.

14.2   The expiration of this Agreement shall be without  prejudice to any other
       rights or claims of UB against UBI (UK), or any other remedy available to
       it, or relieve UBI (UK) of any obligations  which by their nature survive
       the expiration of this Agreement.

14.3   Upon or following  the expiry of this  Agreement  UBI (UK) shall cease to
       licence  to  either  UBSN,  SN or any  other  persons  any  rights to the
       Kingfisher Products under the Trade Marks.

14.4   Upon or following the expiry of this Agreement,  UBI (UK) shall, upon the
       request of UB, do all things  and  execute  all  documents  necessary  to
       cancel the entries,  if any, to record UBI (UK) as a  registered  user of
       the Trade Marks in the Territory.

This Agreement has been duly executed by the parties on the date set out above.

SIGNED by                               )For UNITED BREWERIES LIMITED
For and on behalf of                    )     /s/ T.S. Narayana Rao
UNITED BREWERIES LIMITED                )       T.S. Narayana Rao
in the presence of                      )       WHOLETIME DIRECTOR


SIGNED by     K. G. James               )
for and on behalf of                    )
UNITED BREWERIES                        )     /s/ K. G. James
INTERNATIONAL (UK) LIMITED              )
in the presence of                      )

        /s/ Thomas Purton
        T.E. Purton
        10 Snow Hill
        London Ec1A2AL


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                                   SCHEDULE 1

                                    Trade Mark

Class:                                  Schedule 4, Class 32

Registration No:                        1,182,204

Date of Registration:                   23 September 1982

Mark:                                   Logo