Exhibit 10.53



[LOGO]





                            DATED ______________ 2001



                          (1) UNITED BREWERIES LIMITED


                 (2) UNITED BREWERIES INTERNATIONAL (UK) LIMITED





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

                             SUPPLEMENTAL AGREEMENT
                             to a Licence Agreement

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




<PAGE>


THIS SUPPLEMENTAL AGREEMENT is made on                                      2001

BETWEEN:-

(1)   UNITED BREWERIES LIMITED, a company registered 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 75 Westow Hill,
      Crystal Palace, London SE19 1TX ("UBI (UK)").

INTRODUCTION

(A)   UB and UBI (UK)  entered  into a Licence  Agreement on 9 October 1998 (the
      "Original  Agreement"),  whereby UB  appointed  UBI (UK) as its  exclusive
      licensee of the Trade Marks in the Territory.

(B)   Following  discussions  between the  parties,  UB and UBI (UK) 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.

3.    AMENDMENTS TO THE ORIGINAL AGREEMENT

3.1   The definitions of "Brewing Agreement",  "Territory" and "UBSN Licence" in
      clause 1.1 of the Original  Agreement shall be deleted and replaced by the
      following definitions:-

<PAGE>

      "Brewing Agreement      the brewing agreement dated 9 October 1998 between
                              UBI (UK), UBSN and SN, as the same may be amended,
                              supplemented,  varied  or  replaced  from  time to
                              time;" and

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

                              "UBSN Licence the licence granted in the
                              distribution agreement dated 9 October 1998
                              between UBI (UK) and UBSN, as the same may be
                              amended, supplemented, varied or replaced from
                              time to time.".

3.2                           The following  clause shall be inserted as a new
                              clause 3.4:-

            "3.4 Without  prejudice to clause 3.3, UB shall,  at its own expense
            throughout the Term,  continue to maintain the  registrations of the
            Trade Marks (including by the payment of renewal fees), shall comply
            with the reasonable  directions of UBI (UK) or any  sub-licensee  or
            any  sub-sub-licensee  of the Trade  Marks in  relation  thereto and
            shall provide UBI (UK) with copies of such  documents as UBI (UK) or
            any  sub-licensee  or any  sub-sub-licensee  of the Trade  Marks may
            reasonably  require to evidence the  subsistence  of the Trade Marks
            and  entries  at  the  relevant  trade  mark  registries,  including
            evidence  that  renewal and other fees have been duly paid.  Without
            prejudice to the generality of the foregoing,  UB shall procure that
            the  registration  of the UK  registered  trade  mark  specified  in
            Schedule 1 is renewed (and all necessary renewal fees paid) prior to
            its expiry on 23 September 2003. UB hereby  acknowledges  and agrees
            that the  provisions  of this clause 3.4 are intended to, and shall,
            benefit any  sub-licensees  and any  sub-sub-licensees  of the Trade
            Marks.".

3.3   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 for a period of 15 years from such date
            ("the Initial Term").".

3.4   Clause 7 of the  Original  Agreement  shall be deleted and replaced by the
      following:-

                                       2

<PAGE>

      "7.1  Without  prejudice  to clauses  7.2 and 7.3,  neither  party  shall,
            without the prior written  consent of the other,  assign,  mortgage,
            charge or otherwise  deal with any of its rights and/or  obligations
            under this Agreement.

      7.2   If UB wishes to transfer any of its obligations under this Agreement
            to any person (each a  "Transferee"),  it shall  ensure  that,  as a
            pre-condition  of any such transfer,  the Transferee  simultaneously
            enters into an agreement  agreeing to be bound by the obligations of
            UB,  mutatis  mutandis,  under this Agreement and shall require that
            any such  Transferee  imposes an equivalent  obligation on any other
            transferee of such obligations.

      7.3   If UBI (UK) wishes to transfer any of its rights and/or  obligations
            under  this  Agreement  to any  person  (other  than  UBSN)  (each a
            "Transferee"),  it shall ensure that, as a pre-condition of any such
            transfer,  the  Transferee  simultaneously  enters into an agreement
            agreeing  to be  bound  by  the  obligations  of UBI  (UK),  mutatis
            mutandis, under the UBSN Licence and the Brewing Agreement and shall
            require that any such Transferee imposes an equivalent obligation on
            any other transferee of such rights and/or obligations".

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 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 Supplemental Agreement.


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


                                       3

<PAGE>




EXECUTED as a DEED by                     )
UNITED BREWERIES LIMITED                  )
acting by:                                )
                                          ......................................
                                          Director

                                          ......................................
                                          Director/Secretary





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

                                          ......................................
                                          Director/Secretary


                                       4
<PAGE>