Exhibit 10.59


[LOGO]






                             Dated ___________ 2001


                                (1) UBSN LIMITED


                                   as Borrower


                           (2) SHEPHERD NEAME LIMITED


                                    as Lender


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

                                 (pound)600,000

                                 LOAN AGREEMENT

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



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                                    CONTENTS

Clause

1.     Definitions and Interpretation                              1
2.      The Facility                                               4
3.      Conditions Precedent                                       4
4.      Utilisation of the Facility                                5
5.      Interest and Interest Periods                              6
6.      Repayment                                                  6
7.      Prepayment                                                 6
8.      Representations and Warranties                             6
9.      Covenants                                                  7
10.     Non Payment                                                8
11.     Default                                                    8
12.     Default Interest                                           10
13.     Currency of Account                                        11
14.     Payments                                                   11
15.     Enforcement Costs and Expenses                             12
16.     Evidence of Debt                                           12
17.     Assignments                                                12
18.     Waivers and Remedies                                       13
19.     Notices and Service of Proceedings                         13
20.     Law and Jurisdiction                                       14

Schedule

Drawdown Notice                                                    16





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THIS AGREEMENT is made on                              2001

BETWEEN:-

(1)     UBSN LIMITED a company incorporated in England and Wales with registered
        number  2367133 whose  registered  office is at 75 Westow Hill,  Crystal
        Palace, London SE19 1TX (the "Borrower"); and

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

IT IS HEREBY AGREED as follows:-

1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions

        Save as otherwise  provided in this  Agreement,  the following words and
        phrases have the meanings set out below:-

        Advance : the advance  made or to be made by the Lender to the  Borrower
        under this Agreement.3333

        Brewing Agreement : the contract to brew and supply Kingfisher  products
        to  the  Borrower  dated  9  October  1998  between   United   Breweries
        International  (UK) Limited (1), the Lender (2) and the Borrower (3), as
        amended, supplemented, varied or replaced from time to time.

        Default Sum : has the meaning given to it in Clause 10.

        Default : an Event of Default or any condition, act or event which (with
        the  giving  of  notice,  lapse of time,  making  of any  determination,
        fulfilment of any condition or any  combination of any of the foregoing)
        may become an Event of Default.

        Drawdown Notice : a notice substantially in the form set out in Schedule
        1.

        Event of Default : any of those events specified in Clause 11.1.

        Facility : the loan facility granted to the Borrower in this Agreement.

        First Repayment Date : 30 June 2003.

        Final Drawdown Date: 30 June 2002.

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        Interest  Period : any of those  periods  referred  to in Clause 5.1 (by
        reference to which interest is calculated on an Advance).

        Loan : the  aggregate  principal  amount for the time being  outstanding
        hereunder.

        Parent  :  United  Breweries   International  (UK)  Limited,  a  company
        registered in England with  registered  number 1688201 whose  registered
        office is at 75 Westow Hill, Crystal Palace, London SE19 1TX.

        Repayment Date : the First Repayment Date and thereafter 30 June in each
        subsequent year up to and including the Termination Date.

        Termination  Date : the  earlier of 30 June 2013 and the first  business
        day on which the Loan has been repaid or prepaid.

        Uplift : means the additional  amount payable to the Lender under clause
        3.3 of the Brewing  Agreement which is calculated by deducting the price
        payable to the Lender in respect of the Kingfisher  Products (as defined
        in the Brewing  Agreement) in accordance with the Brewing Agreement from
        the price  payable in respect of the same  following the exercise by the
        Lender of its rights under the proviso to clause 3.3 thereof.

        USBN  Licence  : shall  have  the  meaning  given  to it in the  Brewing
        Agreement.

        UBI  Licence  :  shall  have  the  meaning  given  to it in the  Brewing
        Agreement.

        VAT : value added tax or any similar tax substituted therefor.

1.2     Interpretation

1.2.1   Any reference in this Agreement to:-

        (a)     the "Lender"  shall be construed so as to include its successors
                and assigns;

        (b)     this  "Agreement" or to any other  agreement or document  shall,
                unless  the  context  otherwise  requires,  be  construed  as  a
                reference to this Agreement or such other  agreement or document
                as  the  same  may  from  time  to  time  be  amended,   varied,
                supplemented, novated or replaced and shall include any document
                which is supplemental to, is expressed to be collateral with, or
                is entered into pursuant to or in accordance  with, the terms of
                this  Agreement or, as the case may be, such other  agreement or
                document;

        (c)     the  "assets" of any person shall be construed as a reference to
                all  or  any  part  of its  business,  operations,  undertaking,
                property,  assets,  revenues  (including  any  right to  receive
                revenues) and uncalled capital;


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        (d)     a "business  day" is a reference to a day (other than a Saturday
                or Sunday) on which  banks  generally  are open for  business in
                London;

        (e)     an  "encumbrance"  shall  be  construed  as  a  reference  to  a
                mortgage,  charge, assignment by way of security,  pledge, lien,
                hypothecation,   right   of   set-off,   reservation   of  title
                arrangement,  preferential  right  (save as  arising  under  the
                general law for the protection of certain  classes of creditors)
                or any trust,  flawed asset or other arrangement for the purpose
                of and having a similar  effect to the granting of security,  or
                other security interest of any kind;

        (f)     "indebtedness"   shall  be  construed  as  a  reference  to  any
                obligation  for the payment or  repayment  of money,  whether as
                principal or as surety and whether present or future,  actual or
                contingent;

        (g)     a "month" is a  reference  to a period  starting on one day in a
                calendar month and ending on the numerically  corresponding  day
                in the next  calendar  month  save that,  where any such  period
                would  otherwise  end on a day which is not a business  day,  it
                shall end on the next business day, unless that day falls in the
                calendar month  succeeding that in which it would otherwise have
                ended, in which case it shall end on the preceding  business day
                provided  that, if a period starts on the last business day in a
                calendar month or if there is no numerically  corresponding  day
                in the month in which that period ends, that period shall end on
                the last business day in that later month;

        (h)     a "person" shall be construed as a reference to any  individual,
                firm,  company,  corporation,  government,  state or agency of a
                state or any  association or partnership  (whether or not having
                separate legal personality) of two or more of the foregoing;

        (i)     a  "regulation"   shall  be  construed  so  as  to  include  any
                regulation,  rule, official directive,  requirement,  request or
                guideline  (whether  or not  having  the  force  of  law) of any
                governmental   body,    agency,    department   or   regulatory,
                self-regulatory or other authority or organisation;

        (j)     "sterling"  and  "(pound)"  denotes  the lawful  currency of the
                United Kingdom;

        (k)     an "unpaid  sum" is a reference to an unpaid sum as that term is
                defined in Clause 11.1;

        (l)     the     "winding-up",      "dissolution",      "administration",
                "receivership" or "bankruptcy" of a person and references to the
                "liquidator",   "administrator",   "receiver",   "administrative
                receiver",  "receiver and manager",  "manager" or "trustee" of a
                person  shall be construed  so as to include any  equivalent  or
                analogous  proceedings  or,  as  the  case  may  be,  insolvency
                representatives or officers under the law of the jurisdiction in
                which  such   person   or,  as  the  case  may  be,   insolvency
                representatives or




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                officers is incorporated  or constituted or of any  jurisdiction
                in  which  such  person  or,  as the  case  may  be,  insolvency
                representatives or officers, carries on business.

1.2.2   In  construing  this  Agreement,  general  words  introduced by the word
        "other" shall not be given a  restrictive  meaning by reason of the fact
        that they are preceded by words  indicating a particular  class of acts,
        matters or things and  general  words  shall not be given a  restrictive
        meaning  by  reason of the fact that  they are  followed  by  particular
        examples intended to be embraced by the general words.

1.2.3   The headings in this  Agreement are for  convenience  only and shall not
        affect its meaning and references to a Clause, Schedule or paragraph are
        (unless otherwise stated) to a Clause of, or Schedule to, this Agreement
        and to a paragraph of the relevant Schedule.

1.2.4   This Agreement may be signed in any number of counterparts, all of which
        taken together shall constitute one and the same  instrument.  Any party
        may enter into this Agreement by signing any such counterpart.

1.2.5   Save  where  the  context  otherwise  requires,  the  plural of any term
        includes the singular and vice versa.

2.      THE FACILITY

2.1     Amount

        The Lender  grants to the  Borrower,  upon the terms and  subject to the
        conditions of this Agreement,  a loan facility in an aggregate amount of
        (pound)600,000.

2.2     Purpose

        The Facility is intended for general corporate  purposes and accordingly
        the Borrower  shall apply all amounts  raised by it under this Agreement
        in  or  towards   satisfaction  of  its  general   corporate   financing
        requirements  provided  that the Lender  shall not be obliged to concern
        itself with the application of amounts raised by the Borrower under this
        Agreement.

2.3     Continuing Obligations

        The obligations of the Borrower under or in respect of Clauses 12 and 15
        shall continue even after the Loan has been repaid or prepaid.

3.      CONDITIONS PRECEDENT

        Save as the Lender may  otherwise  agree,  the Lender  shall be under no
        obligation  to make the  Advance  under  this  Agreement  unless  it has
        received, in form and substance  satisfactory to it, certified copies of
        the following duly executed documents:-


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        3.1     a supplemental  agreement to a licence agreement dated 9 October
                1998  between  United  Breweries  Limited  and United  Breweries
                International (UK) Limited;

        3.2     a  supplemental  agreement to a distribution  agreement  dated 9
                October 1998 between United Breweries International (UK) Limited
                and the Borrower;

        3.3     a supplemental agreement to the Brewing Agreement; and

        3.4     a letter  amending  the  provisions  of a letter dated 9 October
                1998 from United Breweries Limited to the Lender.

4.      UTILISATION OF THE FACILITY

4.1     Conditions of Utilisation

        Save  as  otherwise   provided  in  this   Agreement,   one  Advance  of
        (pound)600,000 will be made by the Lender to the Borrower on its request
        if:-

        4.1.1   not more than ten nor less than two  business  days  before  the
                proposed  date for the  making of the  Advance,  the  Lender has
                received  from the Borrower a Drawdown  Notice in respect of the
                Advance,  receipt of which shall  oblige the  Borrower to borrow
                the Advance so requested on the date  specified in such Drawdown
                Notice upon the terms and subject to the conditions contained in
                this Agreement;

        4.1.2   the  proposed  date for the making of the  Advance is a business
                day which is or which precedes the Final Drawdown Date; and

        4.1.3   either (i) no Default has occurred or would occur if the Advance
                was  made  and the  representations  set out in  Clause  8 to be
                repeated  on that date are true on and as of the  proposed  date
                for the  making of the  Advance  or (ii) the  Lender  has agreed
                (notwithstanding any such matter) to make the Advance.

4.2     Termination Date

        If it has not  already  been  repaid or  prepaid,  the Loan and all sums
        payable  hereunder shall be repaid or paid (as the case may be) at close
        of business in London on the Termination Date.


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5.      INTEREST AND INTEREST PERIODS

5.1     Duration

        The period for which the Advance is  outstanding  shall be divided  into
        successive periods (each an "Interest Period") each of which (other than
        the first Interest  Period which shall begin on the date of the Advance)
        shall start on the last day of the  preceding  Interest  Period for such
        Advance.  The  duration of each  Interest  Period  (other than the first
        Interest Period which shall end on the 30 June immediately following the
        date of the Advance) shall be twelve (12) months.

5.2     Date of Payment of Interest

        On the last day of each Interest Period,  the Borrower shall pay accrued
        interest on the Advance.

5.3     Rate of Interest

        The rate of interest  applicable to the Advance from time to time during
        each  Interest  Period  relating to the Advance shall be five per centum
        (5%) per annum.

5.4     Calculation of Interest

        Interest  shall accrue at the rate specified in Clause 5.3 on the amount
        of the Advance  outstanding  from day to day and shall be  calculated on
        the basis of a year of 365 days and the actual number of days elapsed.

6.      REPAYMENT

        The  Borrower  shall  repay the Loan in ten (10)  equal  instalments  of
        (pound)60,000  each,  one  instalment  falling  due and  payable on each
        Repayment  Date,  the  first  such  instalment  to be paid on the  First
        Repayment Date.

7.      PREPAYMENT

7.1     Prepayment

        The  Borrower  may,  if it has given to the Lender not less than  thirty
        days' prior notice to that effect, prepay at any time without premium or
        penalty  the  whole or any  part of the  Advance  (being  an  amount  or
        integral multiple of (pound)60,000).

7.2     Effect of Prepayments

        Any  prepayment  made  pursuant  to Clause  7.1 shall be  applied  in or
        towards  satisfying the Borrower's  obligations under Clause 6, and each
        such prepayment shall be applied in the inverse order of maturity of the
        Borrower's obligations under Clause 6.


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<PAGE>

7.3     Notices Irrevocable

        Any notice of  prepayment  given by the Borrower  pursuant to Clause 7.1
        shall be irrevocable, shall specify the date upon which prepayment is to
        be made and the amount of  prepayment  and shall  oblige the Borrower to
        make such prepayment on such date.

7.4     No Reborrowings

        The  Borrower  shall not repay all or any part of the Loan except at the
        times and in the manner  expressly  provided for in this  Agreement  and
        shall not be entitled to reborrow any amount repaid or prepaid.

8.      REPRESENTATIONS AND WARRANTIES

8.1     Representations and Warranties

        The Borrower represents and warrants that:-

        8.1.1   Powers and  authority : it has full power and authority to enter
                into and perform  this  Agreement  and any other  document to be
                entered into by it pursuant to this  Agreement and has taken all
                necessary  corporate or other action to authorise the execution,
                delivery and  performance  of this Agreement and each such other
                document;

        8.1.2   Non-Violation  : the  execution by it of this  Agreement and the
                exercise by it of its rights and  performance  of or  compliance
                with its  obligations  under this  Agreement do not and will not
                (a) violate (i) any law or  regulation to which it or any of its
                assets  is  subject  or (ii) any  agreement  (including  but not
                limited to any agreement  creating or evidencing the creation of
                any  indebtedness or any  encumbrance) to which it is a party or
                which is binding on it or its  assets or (b)  conflict  with its
                constitutional  documents and in  particular  will not cause any
                limit (whether imposed by an agreement which is binding on it or
                by its  constitutional  documents or otherwise) on the borrowing
                or other  powers of the  Borrower or the exercise of such powers
                by its board of directors to be exceeded;

        8.1.3   Obligations  binding : its obligations  under this Agreement are
                legal, valid and binding; and

        8.1.4   Winding-up  : neither the  Borrower nor the Parent has taken any
                corporate  action  nor have any other  steps been taken or legal
                proceedings  been  started  or (to the  best  of the  Borrower's
                knowledge  and belief)  threatened  against the  Borrower or the
                Parent for its winding-up, dissolution or re-organisation or for
                the  appointment  or a receiver,  administrator,  administrative
                receiver,  trustee or similar  officer of it or of any or all of
                its assets.


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<PAGE>

8.2     Repetition

        Each of the representations and warranties in Clause 8.1 will be correct
        and complied with on the date on which the Advance is requested or to be
        made and on the last day of each Interest  Period as if repeated then by
        reference to the then existing circumstances.

9.      COVENANTS

9.1     Duration

        The  undertakings  in this Clause 9 shall remain in force from and after
        the date of this  Agreement  and so long as any  amount  is  outstanding
        under this Agreement.

9.2     Positive Covenants

        The Borrower undertakes that:-

        9.2.1   Consents : it will  obtain,  comply with the terms of and do all
                that is  necessary  to  maintain  in full  force and  effect all
                authorisations, approvals, licences and consents required by all
                applicable  laws and  regulations to enable it lawfully to enter
                into,  perform  and  comply  with  its  obligations  under  this
                Agreement  and any document to be entered into  pursuant to this
                Agreement or to ensure the legality, validity, enforceability or
                admissibility  in  evidence  of this  Agreement  and  each  such
                document in England and Wales;

        9.2.2   Notification of Defaults : it will promptly inform the Lender of
                the  occurrence  of any Default  and,  upon receipt of a written
                request to that effect  from the  Lender,  confirm to the Lender
                that,  save as previously  notified to it or as notified in such
                confirmation, no Default has occurred; and

        9.2.3   Pari passu ranking : it will ensure that its  obligations  under
                this  Agreement  do and will at all times rank at least  equally
                and rateably in all respects  with all its other  unsecured  and
                unsubordinated    obligations   save   for   those   obligations
                mandatorily preferred by any applicable law.

10.     NON PAYMENT

10.1    If, at any time (and on each occasion),  and for any reason (and whether
        within  or  beyond  the  control  of any  party to this  Agreement)  the
        Borrower  does not pay any sum (each a "Default  Sum") due from it under
        this  Agreement  at the  time  and  in  the  manner  specified  in  this
        Agreement,  then at any time thereafter the Lender may by written notice
        to the  Borrower  exercise  its  rights  pursuant  to clause  3.3 of the
        Brewing  Agreement  in which case such Default Sum shall be deemed to be
        reduced by the amount of each  Uplift  actually  received  by the Lender
        under clause 3.3 of the Brewing  Agreement on the date of receipt of the
        same by the Lender.


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10.2    Upon the Lender becoming entitled to exercise its rights to an Uplift as
        set out in Clause  10.1,  the  Borrower  shall not be liable for default
        interest  under  Clause 12.1 on the Default  Sum,  unless and until such
        Default Sum becomes due and payable in accordance with Clause 10.3.

10.3    If, on the 30th June immediately  following the Lender becoming entitled
        to exercise  its rights  under  Clause  10.1, a Default Sum has not been
        reduced to zero,  the Borrower  shall  forthwith pay the balance of such
        Default Sum to the Lender.

11.     DEFAULT

11.1    Events of Default

        Each of the events set out below is an Event of Default:-

        11.1.1  Non-Payment  of  Default  Sum : The  Borrower  does  not pay any
                monies due from it under  Clause 10.3 at the time  specified  in
                that Clause and in the manner specified in this Agreement;

        11.1.2  Breach of  representation  or warranty : Any  representation  or
                warranty  made or deemed to be repeated by the  Borrower in this
                Agreement  or in any  document  delivered  pursuant to it is not
                complied  with  or  is or  proves  to  have  been  incorrect  or
                misleading when made or deemed to be repeated and (if capable of
                remedy)  is not  remedied  within 10 days  after the  Lender has
                notified the Borrower thereof.

        11.1.3  Breach of  undertaking  : The Borrower  fails duly to perform or
                comply  with any  obligation  expressed  to be  assumed by it in
                Clause  2.2 or 9 and (if  capable  of  remedy)  is not  remedied
                within 10 days  after  the  Lender  has  notified  the  Borrower
                thereof.

        11.1.4  Breach of other  obligation : The Borrower fails duly to perform
                or comply with any other  obligation  expressed to be assumed by
                it in this  Agreement and such failure (if capable of remedy) is
                not  remedied  within 10 days after the Lender has  notified the
                Borrower of default.

        11.1.5  Cross-default  : The  Borrower  fails  duly to perform or comply
                with any other  obligation  expressed to be assumed by it in the
                Brewing Agreement and such failure (if capable of remedy) is not
                remedied  within  10 days  after the  Lender  has  notified  the
                Borrower of default.

        11.1.6  Termination of Brewing  Agreement : The Brewing Agreement is (i)
                terminated in accordance  with its terms,  or (ii) terminated or
                purported to be terminated by the Borrower and/or the Parent for
                any reason whatsoever,  save in each case in circumstances where
                the termination of the Brewing


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                Agreement  occurs as a result of the entry into of an equivalent
                brewing  agreement in  accordance  with the terms of the Brewing
                Agreement.

        11.1.7  Termination  of the USBN Licence or the UBI Licence:  Either the
                USBN Licence or the UBI Licence is terminated  otherwise than in
                accordance  with its terms except with the prior written consent
                of the Lender.

        11.1.8  Insolvency  : Either the Borrower or the Parent is unable to pay
                its debts as they fall due (or, in the reasonable opinion of the
                Lender,  is or could be deemed by law or by a court to be unable
                to pay its  debts),  stops,  suspends  or  threatens  to stop or
                suspend  payment  of all  or any  part  of its  indebtedness  or
                commences  negotiations  with  any one or more of its  creditors
                with a view to the general  readjustment or re-scheduling of all
                or any part of its  indebtedness  or makes a general  assignment
                for the benefit of, or  composition  with,  its  creditors  or a
                moratorium  is agreed or declared  in respect of, or  affecting,
                all or any part of its indebtedness.

        11.1.9  Enforcement  proceedings  : A distress,  attachment,  execution,
                diligence or other legal process is levied, enforced or sued out
                on or against all or any part of the assets of the  Borrower and
                is not discharged or stayed within 10 days.

        11.1.10 Winding-up  : The  Borrower  or the Parent  takes any  corporate
                action or other  steps  are taken or legal or other  proceedings
                are started for its winding-up,  dissolution or  re-organisation
                other than for the  purposes of a bona fide,  solvent  scheme of
                reconstruction or amalgamation previously approved in writing by
                the Lender or for the appointment of a receiver,  administrator,
                administrative receiver,  trustee or similar officer of it or of
                any or all of its assets.

        11.1.11 Encumbrance  enforceable : Any encumbrance on or over the assets
                of the Borrower becomes  enforceable and any step (including the
                taking of possession or the  appointment of a receiver,  manager
                or similar person) is taken to enforce that encumbrance.

        11.1.12 Cessation  of  business  : The  Borrower  ceases to carry on the
                business  it  carries  on today  or  enters  into any  unrelated
                business.

        11.1.13 Illegality  : It is or will become  unlawful for the Borrower to
                perform  or  comply  with  any of  its  obligations  under  this
                Agreement,  or any such obligation is not or ceases to be legal,
                valid and binding.

        11.1.14 Repudiation : The Borrower  repudiates,  or does or causes to be
                done  anything   evidencing  an  intention  to  repudiate   this
                Agreement.


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<PAGE>

11.2    Acceleration

        If at any time and for any  reason  (and  whether  within or beyond  the
        control  of any  party  to this  Agreement)  any  Event of  Default  has
        occurred,  then at any  time  thereafter,  whether  or not any  Event of
        Default  is  continuing,  the  Lender  may  by  written  notice  to  the
        Borrower:-

        11.2.1  declare the  Facility to be  cancelled  whereupon it shall be so
                cancelled and the Commitment shall be reduced to zero; and/or

        11.2.2  declare the Loan,  all unpaid  accrued  interest or fees and any
                other  sum  then  payable  under  this  Agreement  to be due and
                payable  on  demand or on such  date as it may  specify  in such
                notice,  whereupon  it shall become so due and payable on demand
                or on such  date  (as the case  may be)  together  with all such
                accrued  interest  and any other sums then owed by the  Borrower
                under this Agreement.

12.     DEFAULT INTEREST

12.1    Interest on Unpaid Sums

        Subject to Clause 10.2,  if the Borrower does not pay any sum payable by
        it  under  this  Agreement  on its  due  date  in  accordance  with  the
        provisions  of Clause 6 or if any sum due and  payable  by the  Borrower
        under any judgment of any court in connection with this Agreement is not
        paid on the date of such judgment,  it shall pay interest on the balance
        for the time being  outstanding  (both before and after  judgment) (such
        balance being referred to in this Agreement as the "unpaid sum") for the
        period  beginning  on such due date or, as the case may be,  the date of
        such judgment, at the rate of two per cent (2%) per annum above the rate
        of  interest  specified  in  Clause  5.3 as  the  Lender  shall  (acting
        reasonably) determine in good faith.

12.2    Payment and Compounding of Default Interest

        Any  interest  which shall have accrued due under Clause 12.1 in respect
        of an  unpaid  sum  shall be due and  payable  and  shall be paid by the
        Borrower on such date as the Lender may specify by written notice to the
        Borrower.  If not paid on the due date,  the interest  shall be added to
        and form part of the unpaid sum on which  interest  shall  accrue and be
        payable in accordance with the provisions of this Clause 12.

13.     CURRENCY OF ACCOUNT

        Sterling is the currency of account and payment for all sums at any time
        due from  the  Borrower  under  or in  connection  with  this  Agreement
        (including damages).


                                       11
<PAGE>

14.     PAYMENTS

14.1    No Set-Off or Counterclaim

        All payments  made by the Borrower  under this  Agreement  shall be made
        free and clear of and  without  any  deduction  for or on account of any
        set-off or counterclaim.

14.2    Euro

        In the event that:-

        14.2.1  any  currency  in  which  any  of  the  obligations  under  this
                Agreement  is  denominated  from  time  to time  is  changed  or
                replaced at any time after the date of this  Agreement  (whether
                as a result of the introduction  of,  changeover to or operation
                of a single or unified European currency or otherwise); and/or

        14.2.2  any price  source of the Euro or the  national  currency  of any
                European Union member state disappears or is replaced; and/or

        14.2.3  any market conventions relating to the fixing and/or calculation
                of interest are changed or replaced,

        or any provision,  arrangement or proposal is made for any such event to
        occur,  then in each such case this  Agreement  will be  amended  to the
        extent the Lender (acting  reasonably)  considers necessary or desirable
        to reflect that event,  provision,  arrangement or proposal and so as to
        preserve,  insofar as possible,  the commercial effect of this Agreement
        prior to that event, provision,  arrangement or proposal. Where any such
        event,  provision,  arrangement or proposal enables any obligation under
        this  Agreement  to be  discharged  by payment in any one of a number of
        different  currencies,  the relevant  obligation  shall be discharged by
        payment in the  currency  (being one of that number)  designated  by the
        Lender.

14.3    Tax

        All  payments  to be made  by the  Borrower  to the  Lender  under  this
        Agreement  shall be made free and clear of and without  deduction for or
        on account of tax unless the  Borrower is required by law to make such a
        payment  subject to the deduction or withholding of tax. If the Borrower
        makes  any  payment  under  this  Agreement  in  respect  of which it is
        required by law to make any deduction or  withholding,  it shall pay the
        full amount to be deducted or withheld to the relevant taxation or other
        authority  within the time allowed for such payment under applicable law
        and shall  deliver to the Lender  within  thirty  days after it has made
        such payment to the  applicable  authority an original  receipt or other
        appropriate  evidence issued by such authority evidencing the payment to
        such  authority  of all  amounts so  required to be deducted or withheld
        from such payment.


                                       12
<PAGE>

15.     ENFORCEMENT COSTS AND EXPENSES

        The Borrower shall, from time to time on demand of the Lender, reimburse
        the Lender for all costs and expenses  (including  legal fees)  together
        with VAT thereon  incurred  in or in  connection  with the  preservation
        and/or  enforcement  of any of the  rights  of  the  Lender  under  this
        Agreement.

16.     EVIDENCE OF DEBT

        A certificate  issued by the Lender  (acting  reasonably)  as to any sum
        payable to it under this  Agreement  shall,  in the  absence of manifest
        error,  be conclusive for the purposes of this Agreement and prima facie
        evidence  in  any  legal  action  or  proceedings  arising  out of or in
        connection with this Agreement.

17.     ASSIGNMENTS

17.1    Benefit of Agreement

        This Agreement shall be binding upon and enure to the benefit of each of
        the Borrower and the Lender and each of their respective  successors and
        assigns.  The Borrower shall not be entitled to assign all or any of its
        rights or  obligations  under this  Agreement  but the Lender may at any
        time with the prior  consent  of the  Borrower  (not to be  unreasonably
        withheld  or  delayed)  assign  all  or any of  its  rights  under  this
        Agreement to any other party.

17.2    Disclosure of Information

        The  parties  shall  each prior to and after the  Termination  Date keep
        strictly  confidential  the existence and terms of this Agreement  until
        such time as such  information  comes into the public domain  through no
        fault of the party  disclosing it PROVIDED THAT the obligations  imposed
        by this Clause  17.2 shall not  prevent  either  party  disclosing  such
        information to:-

        17.2.1  any bank or other financial  institution which provides, or with
                which a party is in  negotiations  for the provision of, banking
                facilities;

        17.2.2  its  professional  advisers  (including  without  limitation its
                accountants, lawyers and financial advisers);

        17.2.3  its auditors;

        17.2.4  any person to whom it is required to disclose  such  information
                by any law, regulatory requirement or regulatory authority; and

        17.2.5  any other  person  with the  consent of the other  party to this
                Agreement  (such  consent  not to be  unreasonably  withheld  or
                delayed).


                                       13
<PAGE>

18.     WAIVERS AND REMEDIES

        No failure to exercise, nor any delay in exercising,  on the part of the
        Lender,  any right or remedy  under this  Agreement  shall  operate as a
        waiver thereof, nor shall any single or partial exercise of any right or
        remedy  prevent any further or other exercise of such right or remedy or
        the exercise of any right or remedy. The rights and remedies provided in
        this  Agreement  are  cumulative  and not  exclusive  of any  rights  or
        remedies provided by law.

19.     NOTICES AND SERVICE OF PROCEEDINGS

19.1    General

        Any demand, notice or other communication or document (a "Notice") to be
        made or delivered  under this Agreement shall be made or delivered by in
        writing  signed  by or on  behalf  of the  party  giving it and shall be
        irrevocable  without  the  written  consent of the parties on whom it is
        served.  Each  Notice  to be made on or  delivered  to any party to this
        Agreement may (unless that other person has by 15 days'  written  notice
        to the  other  specified  another  address  or fax  number)  be  made or
        delivered to that other person at its  registered  office or the address
        or fax  number  (if  any)  set  out  under  its  name at the end of this
        Agreement.

19.2    Mode of Service

        Service of any Notice to be made or delivered  under this  Agreement may
        be made:-

        19.2.1 by leaving it at the address  for  service  referred to in Clause
        19.1;

        19.2.2   by sending it by pre-paid first class letter (or by airmail if
                 to or from an address outside the United Kingdom) through the
                 post to the address for service referred to in Clause 19.1; or

        19.2.3   by fax to the fax number of the recipient and so that any fax
                 shall be deemed to be in writing and, if it bears the signature
                 of the server or its authorised representative or agent, to
                 have been signed by or on behalf of the server.

19.3    Deemed Service

        Any  Notice  from the  Borrower  shall be  irrevocable  and shall not be
        effective until its actual receipt by the Lender. Any other Notice shall
        be served or treated as served at the following times:-

        19.3.1  in the case of service  personally or in accordance  with Clause
                19.2.1, at the time of such service;

        19.3.2  in the case of service by post, at 9.00 a.m. on the business day
                next following the day on which it was posted or, in the case of
                service to or from an address


                                       14
<PAGE>

                outside the United Kingdom,  at 9.00 a.m. on the fourth business
                day following the day on which it was posted; and

        19.3.3  in the case of service by fax,  if sent  before  9.00 a.m.  on a
                business  day, at 11.00 a.m.  on the same day,  if sent  between
                9.00 a.m.  and 5.30 p.m.  on the same  business  day,  two hours
                after the time of such  service or, if sent after 5.30 p.m. on a
                business day or on a day other than a business day, at 9.00 a.m.
                on the next following business day.

19.4    Proof of Service

        In  proving  service  of any  demand,  notice,  communication  or  other
        document served:-

19.4.1  by post,  it shall be  sufficient  to prove  that such  demand,  notice,
        communication  or other document was correctly  addressed,  full postage
        paid and posted; and

        19.4.2   by fax, it shall be sufficient to prove that the fax was
                 followed by such machine record as indicates that the entire
                 fax was sent to the relevant number.

20.     LAW AND JURISDICTION

20.1    Governing Law

        This Agreement  shall be governed by, and construed in accordance  with,
        English law.

20.2    Jurisdiction

        The parties  irrevocably  submit for the exclusive benefit of the Lender
        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.

        AS  WITNESS  the  hands of the duly  authorised  representatives  of the
        parties hereto the day and year first before written.



                                       15
<PAGE>


                                    SCHEDULE

                                 DRAWDOWN NOTICE

From:   UBSN Limited
        75 Westow Hill
        Crystal Palace
        London SE19 1TX
        England

To:     Shepherd Neame Limited
        17 Court Street
        Faversham
        Kent ME13 7AX
        England
                                                                          o 2001

Dear Sirs,

1.      We refer to the agreement (as from time to time amended, varied,
        supplemented, novated or replaced, the "Loan Agreement") dated [ ] 2001
        and made between UBSN Limited as Borrower and Shepherd Neame Limited as
        Lender. Terms defined in the Loan Agreement have the same meanings in
        this notice.

2.      We hereby give you irrevocable and unconditional notice that, pursuant
        to the Loan Agreement and on [date of proposed Advance], we wish to
        borrow an Advance in the amount of (pound)600,000 upon the terms and
        subject to the conditions contained in the Loan Agreement.

3.      We confirm that, as at today's date, the representations and warranties
        set out in Clause 8 of the Loan Agreement are true and that no Default
        has occurred or is foreseen.

Yours faithfully,


...................................
for and on behalf of
UBSN Limited





                                       16

<PAGE>




THE BORROWER

SIGNED for and on behalf of         )
UBSN LIMITED                        )
by:-                                )


Address:         75 Westow Hill
                 Crystal Palace
                 London SE19 1TX


Fax:             01795 538696
Attention:       Any Director




THE LENDER

SIGNED for and on behalf of         )
SHEPHERD NEAME LIMITED              )
by:-                                )


Address:         17 Court Street
                 Faversham
                 Kent ME13 7AX



Fax:             01795 538907
Attention:       The Company Secretary