Exhibit 10.55





[LOGO]





                              DATED __________ 2001



                 (1) UNITED BREWERIES INTERNATIONAL (UK) LIMITED


                                (2) UBSN LIMITED





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

                             SUPPLEMENTAL AGREEMENT
                           to a Distribution Agreement

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



<PAGE>







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 ("UBI (UK)"); and

(2)   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 (UK) and UBSN entered into a Distribution  Agreement on 9 October 1998
      (the "Original  Agreement"),  whereby UBI (UK) appointed UBSN, inter alia,
      as its exclusive distributor of Kingfisher Products in the Territory.

(B)   Following  discussions between the parties,  UBI (UK) and UBSN 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 "UBI (UK) 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 to time";

      "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;"
                              and

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

3.2   Clause 3.1 of the Original  Agreement shall be deleted and replaced by the
      following:-

            "3.2  Pursuant to the UBI (UK)  Licence,  UBI (UK) hereby  grants to
            UBSN an exclusive  sub-licence  in the United  Kingdom and,  subject
            always to clause 2.2, a non-exclusive  sub-licence in those parts of
            the Territory  falling  outside the United  Kingdom 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  authorisation to enter into the Brewing
            Agreement.".

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  (unless  terminated  earlier in accordance
            with  its  terms)  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:-

            "7.1 Without  prejudice to clause 7.2, 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 UBI (UK) and/or  UBSN  wishes to  transfer  any of its rights
            and/or  obligations  under  this  Agreement  to any  person  (each a
            "Transferee"),  it shall ensure that, as  a


                                       2


<PAGE>


            pre-condition  of any such transfer,  the Transferee  simultaneously
            enters into an agreement, agreeing to be bound by the obligations of
            UBI (UK) and/or UBSN (as appropriate),  mutatis mutandis, under this
            Agreement and, save in  circumstances  where the Transferee is UBSN,
            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 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 INTERNATIONAL            )
(UK) LIMITED                              )
acting by:                                )
                                          ......................................
                                          Director

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





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

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