Exhibit 10.54

THIS AGREEMENT is made on                                       9th October 1998

BETWEEEN

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 Place,  London SE19 1TX
       ("UBSN")

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 has granted UBI (UK) an exclusive  licence for the purpose of enabling
       UBSN to use the Trade Marks in the Territory.

C.     Pursuant to the rights  granted by UB in the UBI (UK)  Licence,  UBI (UK)
       desires to enter into a distribution  agreement with UBSN to carry on the
       business  of  preparing,   brewing,  selling,   marketing  and  supplying
       Kingfisher  Products in the Territory and UBI (UK) has agreed to grant to
       UBSN 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,  and  other  than a  Saturday  or
                                        Sunday,  on  which  clearing  banks  are
                                        normally  open for  business in the City
                                        of London;

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


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                                        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 UBSN for use  throughout the
                                        Territory;

UB                                      United  Breweries   Limited,  a  company
                                        registered  in India with number  08/740
                                        whose registered  office is at 1/1 Vital
                                        Mallya Road, Bangalore 560 001, India;

UBI (UK) Licence                        the licence  dated of even date herewith
                                        between UB and UBI (UK).

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   termination   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.


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

2.     Appointment

2.1    UBI (UK) hereby appoints UBSN as its exclusive  distributor of Kingfisher
       Products in the Territory.

2.2    Save in  accordance  with clause 13.4 and the  provisions  of the Brewing
       Agreement, UBI (UK) 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.

3.     Sub-Licence of Trade Marks

3.1    Pursuant  to the UBI (UK)  Licence,  UBI  (UK)  hereby  grants  to UBSN a
       sub-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 enter into
       the Brewing Agreement.

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

4.     Royalty

4.1    UBSN shall pay to UBI (UK) a royalty for all Kingfisher Products supplied
       in the Territory at the rate of 50p per hectolitre brewed.

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


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5.     Term

5.1    This  agreement  shall  commence  on the date  hereof and shall  continue
       (unless  terminated earlier in accordance with its terms) 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  UBI  (UK)  or UBSN  may  serve  notice  on the  other  (an
       "Extension  Notice")  requesting  an  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.     Termination

6.1    UBI  (UK)  may,  without  prejudice  to any  other  rights  it may  have,
       immediately  upon giving notice terminate this Agreement in the following
       event:-

6.1.1  UBSN commits a substantial breach of clause 13 of this Agreement and such
       breach (if capable of remedy) continues for 30 days after notice from UBI
       (UK) specifying the breach and requiring the same to be remedied.

6.1.2  a resolution is passed for the winding-up of UBSN (or action of a similar
       nature is taken in  another  jurisdiction  outside  the  United  Kingdom)
       (other  than  a  voluntary  winding-up  for  the  purposes  of a  solvent
       reconstruction  or  amalgamation)  or  a  petition  is  presented  for  a
       winding-up order to be made against it which is not discharged within two
       months of presentation.

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.


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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 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

       UBI (UK) and UBSN  shall  both  during  and after the Term keep  strictly
       confidential  all information  relating to the other party which is by is
       nature or its marked as being "confidential" or which relates to the sale
       of  Kingfisher  Products  provided 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  for 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;


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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.

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 UBSN 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   UBSN 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. UBSN agrees not
       to commit any act or omission adverse or injurious to said rights.

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

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

13.4   UBSN acknowledges that both UB, and pursuant to the UBI (UK) Licence, UBI
       (UK) shall have the right, but shall not 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   UBSN acknowledges that,  pursuant to UBI (UK)'s obligations under the UBI
       (UK)  Licence,  its  failure  to cease the use of the Trade  Marks on the
       termination  or expiration of this Agreement will result in immediate and
       irremediable  damage  to UBI (UK)  and to the  rights  of any  subsequent
       licencee.  UBSN  acknowledges and admits that there is no adequate remedy
       at law for such  failure,  and agrees that in the event of such  failure,
       UBI (UK) 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.


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

13.7   USBN 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
       UBI (UK),  or aid or abet others in doing so,  either  during the Term or
       any time thereafter.  UBSN waives notice of infringement  with respect to
       the Trade Marks or any marks similar thereto.

13.8   UBSN  acknowledges  that any use of the Trade Marks in  violation  of the
       provisions  of this clause 13 will cause  irreparable  damage to UBI (UK)
       and its licencees constitutes an incurable default of this Agreement, and
       is grounds for immediate  termination,  following the 30 day cure period,
       if remediable, of this Agreement.

13.9   UBI (UK)'s  rights and  obligations  under this clause 13 are governed by
       and may not contravene  UB's rights provided by the terms of the UBI (UK)
       Licence.

14.    Obligations and rights of parties upon termination or expiration

14.1   In the event of expiration or termination of this  Agreement,  UBSN 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. UBSN
       shall immediately return UBI (UK) any written embodiment  relating to the
       use of the Trade Marks.

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

14.3   Upon or following the expiry or termination of this Agreement, UBSN shall
       cease to licence to SN the right to manufacture Kingfisher Products under
       the Trade Marks and UBSN shall  forthwith  purchase any unsold  stocks of
       Kingfisher  Products  that SN may  have  in its  possession  at the  then
       current price for such Products.


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


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

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

                /s/ Thomas Purton
                T. E. Purton
                10 Snow Hill
                London EC1A2AL


SIGNED by     David R. Townshend        )
For and on behalf of                    )       /s/ David R. Townshend
UBSN LIMTED 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

        "Kingfisher" Trade Mark and Logo:                   See overleaf


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                                     [LOGO]

                                   KINGFISHER


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                            TRAVERS SMITH BRAITHWAITE



                             DATED 9th OCTOBER 1998



                 (1) UNITED BREWERIES INTERNATIONAL (UK) LIMIED

                           (2) SHEPHERD NEAME LIMTED

                                (3) UBSN LIMITED



                           CONTRACT TO BREW AND SUPPLY
                           KINGFISHER PRODUCTS TO UBSN


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                                    CONTENTS


Clause

1.     Definitions

2.     Grant of brewing rights

3.     Supply of Kingfisher Products UBSN

4.     Composition, Quality and Presentation

5.     Term

6.     Termination

7.     No assignment

8.     Force majeure

9.     Restrictive Trade Practices Act 1976

10.    Confidentiality

11.    Notices and service of proceedings

12.    Law of Agreement

13.    Non-competition

14.    Records

15.    Liability, insurance and indemnification

16.    Obligations and rights of parties upon termination or expiry

17.    Compliance with laws


Schedules

1.     Trade Mark and Logo

2.     Current Kingfisher Products

3.     Part I - Base prices ex-duty for Current Kingfisher Products

       Part II - Price premium ex-duty for Current Kingfisher Products


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THIS AGREEMENT is made on 9th October 1998


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 a 75 Westow Hill, Crystal Place,  London SE19 1TX
       ("UBSN").

WHEREAS:

(A)    UB is the beneficial  owner  throughout the Territory of all trade marks,
       service  marks,  logotypes,  commercial  symbols,  insignias and designs,
       registered and unregistered, relating to the name "Kingfisher" and to the
       Kingfisher logo which logo is set out in Schedule 1 (the "Trade Marks").

(B)    Pursuant to the UBI  Licence,  UB has granted UBI an  exclusive  licence,
       irrevocable  for the  term of this  Agreement,  for the  purpose  only of
       enabling  UBSN and SN to use the Trade Marks for the  purposes set out in
       this Agreement.

(C)    Pursuant to the UBSN Licence,  UBI, in substitution for the Original UBSN
       Licence, has granted UBSN the exclusive right to brew, package,  develop,
       market and sell Kingfisher Products in the United Kingdom.

(D)    SN has  substantial  experience  in the  business of brewing,  packaging,
       selling and supplying beer and, pursuant to the Sub-Licence, is currently
       engaged in brewing and supplying  Current  Kingfisher  Products to UB and
       UBSN.

(E)    SN desires to enter into a contract  to carry on the  business of brewing
       packaging, selling and supplying Kingfisher Products to UBSN and UBSN has
       agreed to grant to SN such  rights in  accordance  with the terms of this
       Agreement.

IT IS AGREED as follows:


<PAGE>


1.     DEFINITIONS

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

Barrel                                  36 imperial gallons;

Brewery                                 SN's   brewery   at  17  Court   Street,
                                        Faversham,  Kent  ME13  7AX  and/or  any
                                        other   brewery   at   which   SN  brews
                                        Kingfisher Products from time to time;

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

Current Kingfisher Products             Those Kingfisher Products supplied by SN
                                        to  UB  or  UBSN  at  the  date  o  this
                                        Agreement as described in Schedule 2;

Distribution Agreement                  has the meaning set out in clause 2.3;

Excess                                  has the meaning set out in clause 3.9;

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

Initial Term                            has the meaning set out in clause 5.1;

Joint                                   Venture   Agreement  the  joint  venture
                                        agreement dated 14th August 1989 between
                                        SN an UBI (as the  same  may  have  been
                                        amended from time to time);

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

Letter Agreement                        the letter  agreement  dated 14th August
                                        1989  between SN and UBI in  relation to
                                        the operation and administration of UBSN
                                        (as the same may have been  amended from
                                        time to time);

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


                                       2
<PAGE>


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

Quarter                                 each  period  of three  calendar  months
                                        ending on 31st  March,  30th June,  30th
                                        September  and  31st  December  in  each
                                        Year;

Regulation                              Commission Regulation EC/1983/83;

Retail Prices Index                     the  index  entitled  "General  Index of
                                        Retail  Prices - All items"  prepared by
                                        the Office for National  Statistics  or,
                                        if such index is not  published  for the
                                        period in question,  any  replacement or
                                        substitute therefor;

RPI Percentage                          in respect of the  Retail  Prices  Index
                                        published for any month in any Year, the
                                        difference,  expressed as a  percentage,
                                        between the average  level of the Retail
                                        Prices  Index  for  that  month  and the
                                        eleven preceding  months  (calculated by
                                        adding the twelve  monthly  indices  and
                                        dividing  by  twelve)  and  the  average
                                        level of the Retail Prices Index for the
                                        same month in the preceding Year and the
                                        eleven preceding  months  (calculated in
                                        the same manner);

South East Asia                         India, Pakistan,  Thailand, the Union of
                                        Myanmar,    Nepal,    Sri    Lanka   and
                                        Bangladesh;

South East Asian Lager                  any brand of lager:

                                        (a)    with  sales in a country in South
                                               East Asia equal to 50% or more of
                                               the  total  worldwide  sales  for
                                               such brand of lager; or

                                        (b)    which  is  marketed  or  sold  as
                                               originating  from  a  country  in
                                               South East Asia;

Specifications                          the  specifications for the composition,
                                        quality and  presentation  of Kingfisher
                                        Products referred to in clause 4;

Sub-Licence                             the  sub-licence  dated 14th August 1989
                                        and made between UBSN and SN;

Term                                    the term of this Agreement;


                                        3
<PAGE>


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

UB                                      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;

UBI Licence                             the  licence of even date  herewith  and
                                        made between UB and UBI;

USBN Licence                            the  licence of even date  herewith  and
                                        made between UBI and USBN; and

Year                                    each  period  of  12   calendar   months
                                        commencing  on lst January and ending on
                                        31st  December  during  the Term  except
                                        that the first  Year shall be the period
                                        from the date of this  Agreement to 3lst
                                        December 1998 and the last Year shall be
                                        the period  from lst January to the date
                                        of termination of this Agreement.

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

1.3    Reference  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,  words
       importing a gender include every gender.

1.5    Where  used in this  Agreement,  the  term  "subsidiary"  shall  have the
       meaning ascribed thereto in Section 736 of the Companies Act 1985 (as the
       same may be amended, re-enacted or consolidated from time to time).

2.     GRANT OF BREWING RIGHTS

2.1    Subject to the provisions of this Agreement, UBSN hereby grants to SN the
       exclusive right to brew, keg, bottle,  can, label and package  Kingfisher
       Products  in the  United  Kingdom  in  accordance  with the terms of this
       Agreement and the Specifications.


                                       4
<PAGE>


2.2    Save in accordance with the provisions of this Agreement, each of UBI and
       UBSN  undertakes to SN that  throughout  the Term, it shall not and shall
       not  authorize  or grant any form of licence or right to any other person
       to, brew, keg, bottle, can, label and/or package products using the Trade
       Marks in the United Kingdom.

2.3    Each  of  UBI  and  UBSN  agree,   in  relation  to  agreements  for  the
       distribution  of  Kingfisher   Products  within  the  Territory  (each  a
       "Distribution  Agreement")  entered into whilst the Regulation remains in
       force,  that they shall ensure and shall procure that all Group Companies
       shall ensure that each such Distribution  Agreement  contains  provisions
       obliging the distributor (i) to obtain supplies  Kingfisher  Products for
       resale  only  from a Group  Company  and/or  SN and (ii) to  refrain,  in
       relation to the supply of  Kingfisher  Products for resale,  from seeking
       customers,   from  establishing  any  branch  and  from  maintaining  any
       distribution  depot in the United  Kingdom and shall  enforce and procure
       that all Group Companies shall enforce such provisions.

2.4    In relation to Distribution Agreements entered into after the replacement
       of the  Regulation,  UBI and UBSN shall ensure and shall procure that all
       Group  Companies  shall  ensure  that  each such  Distribution  Agreement
       contains such restrictions on the distributor as shall be permitted under
       the terms of any  replacement  of the  Regulation  and shall  enforce and
       procure that all Group Companies shall enforce such restrictions.

2.5    Each of UBI and UBSN  agree,  in  relation  to  agreements  with  persons
       (including,  without  limitation,  Group  Companies)  for the  brewing of
       Kingfisher  Products  within the  Territory,  that they shall  ensure and
       shall  procure  that all  Group  Companies  shall  ensure  that each such
       agreement  contains  provisions  obliging the brewer to supply Kingfisher
       Products  only to a Group  Company  or a  person  appreciated  by a Group
       Company  to  distribute  Kingfisher  Products  in  accordance  with  this
       Agreement  and shall enforce and procure that all Group  Companies  shall
       enforce such provisions.

2.6    UBI  undertakes  to SN that,  save in relation  to the amount  and/or the
       payment of royalties thereunder,  it will not agree to amend or terminate
       and/or  amend or  terminate  the UBI  Licence.  UBI and UBSN each further
       undertake to SN that,  save in relation to the amount  and/or the payment
       of royalties thereunder, it will not agree to amend and/or amend the UBSN
       Licence.  Further,  UBI and UBSN undertake 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, they will not agree to terminate and/or
       terminate the UBSN Licence.

2.7    Notwithstanding  clause 2.6, UBI further  undertakes to SN that if at any
       time during the Terms:


                                       5
<PAGE>


       2.7.1  UBSN ceases to be a  subsidiary  of UBI (except as a result of the
              admission of the whole or any class of the issued share capital of
              UBSN to the  Official  List of the  London  Stock  Exchange  or to
              trading on the Alternative  Investment  Market of the London Stock
              Exchange  or to  any  other  recognized  investment  exchange  (as
              defined in section 207 of the Financial Services Act 1986); or

       2.7.2  the UBSN Licence terminate for any reason,

       UBI  will  simultaneously  enter  into as  brewing  agreement  with SN in
       identical  terms to this  Agreement  save  that the term of such  brewing
       agreement  shall be the  unexpired  Term as the date UBSN  ceases to be a
       subsidiary of UBI or the date upon which the UBSN Licence  terminates (as
       the case may be).

2.8    If, for any reason, UBSM or UBI (as the case may be) fails to comply with
       the terms of clauses 2.3,  2.4,  2.5, 2.6 or 2.7, SN shall have the right
       to terminate this Agreement forthwith by notice to UBI and UBSN.

2.9    With effect from the date of this  Agreement,  the Original UBSN Licence,
       the  Sub-Licence,  the Joint Venture  Agreement and the Letter  Agreement
       shall terminate.

3.     SUPPLY OF KINGFISHER PRODUCTS TO UBSN

3.1    Subject to clause 3.9, SN agrees with UBSN to supply Kingfisher  Products
       brewed by SN for delivery  (at UBSN's  costs) to UBSN (or such persons as
       UBSN may direct) to destinations within the United Kingdom in response to
       orders from UBSN which are  accepted by SN in  accordance  with the order
       and the terms of this Agreement PROVIDED THAT:

       3.1.1  SN shall  not be  required  to brew or supply  draught  Kingfisher
              Products for sale or re-sale outside the United Kingdom; and

       3.1.2  If SN is asked by UBSN to brew or  supply  non-draught  Kingfisher
              Products  for sale or re-sale  outside  the United  Kingdom,  UBSN
              shall be  responsible,  and pay SN,  inter  alia,  for any and all
              additional   costs  of  labeling  and  packaging  such  Kingfisher
              Products.

3.2    UBSN shall  provide to SN on a monthly  basis a rolling  forecast  of its
       requirements  of  Kingfisher  Products for the  following  three  months.
       Forecasts  made in respect of any month may not  thereafter be revised by
       more than 15% in either  direction and notice of any revision within such
       percentage  must be received  by SN at least 20 Business  Days before the
       commencement of the month in respect of which the forecast has been made.
       SN shall,  provided  that UBSN  returns a  sufficient  number of casks to
       enable it to do so,  accept  orders  for  Kingfisher  Products  from UBSN
       placed in respect of a month  which are


                                       6
<PAGE>


       within  UBSN's  forecast of that month and may,  but shall not be obliged
       to, accept any order for Kingfisher Products which is in excess of UBSN's
       forecast for that month.

3.3    The  prices  payable  by UBSN for  Kingfisher  Products  brewed  by SN an
       delivered to UBSN during the first Year shall be the base prices  ex-duty
       set out in Schedule 3 plus, in respect of each Year  (including the First
       Year),  the cost of  transportation  from  the  Brewery  to the  place of
       delivery,  all insurance  costs,  the applicable price premium set out in
       Part II of Schedule  3, all  applicable  sales  taxes and all  applicable
       excise and other duties  (including  without  limitation,  United Kingdom
       excise duty) at the applicable rate.

3.4    UBSN shall itself be responsible  for paying to the relevant  authorities
       any sales taxes,  duties or customers  changes in relation to  Kingfisher
       Products destined for export.

3.5    The prices for any other  Kingfisher  Products shall be as agreed between
       SN an UBSN.

3.6    In relation  to each  subsequent  Year after the first Year,  SN shall be
       entitled  to  propose  to  UBSN an  increase,  to take  effect  from  the
       beginning  of such Year,  in the  ex-duty  prices  set out in  Schedule 3
       charged by it to UBSN for each  Kingfisher  Product  by an amount  which,
       expressed  as  a  percentage  of  the  price  of  such  Product  for  the
       immediately  preceding Year, is equal to the percentage  increase in SN's
       material and  non-material  costs of production per Barrel of the Product
       in question (including,  for the avoidance of doubt, wages, utilities and
       other  production  costs  attributable  to the  production  of Kingfisher
       Products).  Proposed price  increases shall be notified by SN to UBSN not
       later than lst December  1998 and lst December in each  subsequent  Year.
       Proposed price increases once notified to UBSN shall be discussed between
       UBSN and SN with a view to agreement of the same.  If the proposed  price
       increases  are agreed by UBSN,  the  increased  prices  shall  apply with
       effect from the  commencement  of the next following Year. If, at the end
       of any Year, SN discovers that there has been an overall  decrease in its
       material  and  non-material   costs  of  production  per  Barrel  of  any
       Kingfisher  Product in that Year,  SN shall notify UBSN within 30 days of
       becoming  aware of such  fact and  UBSN  and SN  shall  discuss  how such
       decrease  should be reflected in the price charged by SN to UBSN for such
       Kingfisher Product for the next following Year.

3.7    If any price increase  proposed by SN under clause 3.6 in relation to any
       Year (a "Disputed Year") is not agreed by UBSN by the commencement of the
       Disputed Year, SN shall be entitled with effect from the  commencement of
       such Year to  increase  the prices  charged by it to UBSN for  Kingfisher
       Products by an amount which  (expressed  as a  percentage  of the ex-duty
       price for the Year in question) is equal to the RPI Percentage calculated
       by reference to the level of the Retail  Prices Index for October (or, if
       not yet published,  the most


                                       7
<PAGE>


       recently published Retail Prices Index) in the Year immediately preceding
       the Disputed Year. In addition, SN shall have the right to terminate this
       Agreement by twelve  months' notice to UBI and UBSN served within 30 days
       of the commencement of the Disputed Year.

3.8    SN shall issue  invoices to UBSN and UBSN shall pay such invoices in full
       by the end of the  month  following  the month in which  the  invoice  is
       issued ('the due date') provided that delivery of the Kingfisher Products
       which are the subject of the order is properly  made by SN in  accordance
       with  the  terms  of  the  relevant  order.  The  applicable  prices  for
       Kingfisher Products shall be those prevailing at the date of delivery. If
       any invoice  issued to UBSN is not paid by the due date, SN may,  without
       prejudice  to any other  rights or  remedies  it may have (i)  subject to
       giving UBSN at least 14 days notice of its  intention to do so, cancel or
       suspend any further  delivery of  Kingfisher  Products to UBSN;  and (ii)
       charge interest on all overdue  payments,  before as well after judgment,
       at the rate of 2% per  annum  above  the base  rate  from time to time of
       National  Westminster Bank plc (or its successor) from the due date until
       the date on which payment in full is made.

3.9    SN shall not be obliged to supply  Kingfisher  Products to UBSN in excess
       of 30,000  Barrels in aggregate in any Year.  If the volume of Kingfisher
       Products  ordered by UBSN under  clause 3.1  increases  or is  reasonably
       expected  by SN to  increase  to 30,000  Barrels or more in any Year,  SN
       shall promptly so notify UBSN. In the event of such  increased  volume or
       anticipated  increased volume, UBI or UBSN shall, subject to clauses 2.3,
       2.4,  2.5 and 3.10,  have the right to brew  itself or to  negotiate  and
       contract  with other persons for the brewing and the supply of Kingfisher
       Products in excess of 30,000 Barrels per Year (the  "Excess")  within the
       United  Kingdom  PROVIDED  THAT,  prior to UBI or UBSN brewing the Excess
       itself or  contracting  with another person for the brewing in the United
       Kingdom of the  Excess,  SN shall have the option to supply the Excess on
       terms equal to or better  than UBI's, UBSN's or the other  person's  good
       faith offer,  which option shall be valid for 30 (thirty) days  following
       SN's receipt of such terms in writing.

3.10   Subject  to  clause  3.11,  UBI,  SN and UBSN  agree  that if SN does not
       exercise  its option to brew the Excess  under clause 3.9 and UBI or UBSN
       thereafter brew the Excess itself or contract with another person for the
       supply of the Excess, the rights granted to SN under this Agreement shall
       not be affected  except to the extent that such rights shall no longer be
       exclusive PROVIDED THAT, for the avoidance of doubt, and  notwithstanding
       the foregoing.  UBI and/or UBSN shall continue to order from SN the first
       30,000 Barrels of its requirements for Kingfisher Products for re-sale in
       the United Kingdom in any Year.

3.11   Without  prejudice to clause 3.10, if the aggregate  volume of Kingfisher
       Products ordered by UBSN from SN in any Year falls below 7,500 Barrels:-


                                       8
<PAGE>


       3.11.1 SN shall be entitled to terminate  this Agreement by not less than
              12 month notice to UBI and UBSN; and

       3.11.2 Clause  13.1 shall  cease to apply with effect from the end of the
              Year in which such shortfall occurs

3.12   If, in any 4 (four) months out of a consecutive 6 (six) month period,  SN
       fails,  in response  to orders  accepted by SN, to supply at least 95% of
       the  Kingfisher  Products the subject of the order within the  applicable
       delivery  period,  SN and UBSN shall  negotiate  with a view to  agreeing
       what, if any, compensation should be paid to UBSN. Failing such agreement
       within 30 (thirty)  Business  Days,  UBSN shall be entitled to  terminate
       this Agreement pursuant to clause 6.1.2.

4.     COMPOSITION, QUALITY AND PRESENTATION

4.1    In brewing and packaging  Kingfisher  Products under this  Agreement,  SN
       shall:

       4.1.1  use only raw materials  acceptable  to UBSN or,  subject to clause
              4.2, if such raw  materials  are not available in the Territory at
              any time in  sufficient  quantity  (whether  home produced or made
              available through  importation) or at a reasonable price, the best
              reasonable alternative thereto acceptable to UBSN;

       4.1.2  use only qualified technical personnel;

       4.1.3  brew Kingfisher Products in accordance with the Specifications and
              in every other material respect to the reasonable  satisfaction of
              UBSN;

       4.1.4  package Kingfisher Products in accordance with the specifications;

       4.1.5  store  Kingfisher  Products  at  the  Brewery  under  commercially
              acceptable conditions;

       4.1.6  keep, for a minimum of 3 months  following the date of dispatch of
              each batch of bottled  Kingfisher  Products  from the  Brewery,  a
              sample from each such batch,  and promptly notify and discuss with
              UBSN any  complaint  about the  quality of any such batch which SN
              may receive.

4.2    Where,  under  clause  4.1.1,  SN  proposes  to use any  alternative  raw
       materials,  it shall so notify  UBSN and, if within the period of 15 days
       following such  notification,  UBSN has not indicated in writing that the
       proposed alternative(s) are unacceptable, they shall be deemed acceptable
       for the purposes of clause 4.1.1.


                                       9
<PAGE>


4.3    UBSN shall be entitled at any time during normal  business  hours to call
       at the premises of SN without  appointment  for the purpose of inspecting
       the  production of Kingfisher  Products with a view to satisfying  itself
       that SN is complying in all respects with any of the matters  referred to
       in clause 4.1. UBSN agrees not to  unreasonably  withhold any approval or
       acceptance  to be given by it for the  purpose  of clause 4.1 and 4.2 and
       further  agrees  that SN shall have no  liability  to UBSN or UBI for the
       consequences  of any delay in providing any approval or acceptance.  UBSN
       acknowledges and agrees that the Current Kingfisher  Products comply with
       the provisions of clause 4.1, that the raw material  currently being used
       in the  manufacture  of such Products are acceptable to UBSN and that the
       specifications  for the current  packaging for such Products are approved
       by UBSN.

4.4    If,  at any  time,  UBSN  wishes to alter  the  composition,  quality  or
       presentation  of  Kingfisher  Products or to  introduce a new  Kingfisher
       Product,  it shall  notify SN of its  request.  SN shall  use  reasonable
       endeavours to effect such request and, in particular, SN shall, within 30
       days of such notification (or 90 days in the event of material changes to
       the  packaging of  Kingfisher  Products),  indicate to USBN whether it is
       able to make such  alteration or to brew and package such new  Kingfisher
       Product  and,  if so, the time needed to  implement  such  alteration  or
       introduction  and,  as the case may be,  whether  such  alteration  would
       require any change in the price of the Kingfisher  Product  concerned or,
       in the case of a new Kingfisher  Product what price SN proposed to charge
       for such new Kingfisher Product.  If , on receipt of such response,  UBSN
       wishes to implement  such  alteration or introduces  such new  Kingfisher
       Product,  it shall so notify SN. SN shall  implement  such  change in the
       time  indicated  in SN's  response  and  with  effect  from  the  date of
       completion  of such  implementation  or  introduction,  the  price of the
       Kingfisher  Product  concerned  shall  be the  price  indicated  in  SN's
       response.  UBSN and SN agree to act reasonably and in good faith in their
       dealings with any request for or  implementation of any alteration in any
       Kingfisher Product or introduction of a new Kingfisher Product.

4.5    SN shall use all reasonable endeavours to ensure that Kingfisher Products
       are not sold or  delivered by it to UBSN under this  Agreement  after the
       expiry of the period of 4 (four) months from their date of manufacture.

4.6    Subject to clauses 4.2 and 4.3, if any Kingfisher  Products  brewed by SN
       and supplied to UBSN fail to meet the quality standards  required by UBSN
       under clause 4.1.4,  SN shall at its sole option replace such  Kingfisher
       Products with all reasonable dispatch or grant UBSN a credit equal to the
       price at which such Kingfisher Products were invoiced.

4.7    SN shall have no liability under clause 4.6:-


                                       10
<PAGE>


       4.7.1  unless the allegedly  defective  Kingfisher  Products are promptly
              returned to SN carriage  paid and  properly  have been found after
              examination by SN not to have complied with the quality  standards
              required under clause 4.1.4;

       4.7.2  to the  extent  that the  failure  to  comply  with  such  quality
              standards  has been  caused or  materially  contributed  to by the
              Kingfisher  Products  having  been  transported,  stored  or  used
              otherwise than in compliance with any specifications  laid down by
              SN.

       For the  avoidance of doubt,  any batch of Kingfisher  Products  shall be
       deemed to comply with the aforesaid quality standards if the sample taken
       from such batch of  Kingfisher  Products  under  clause 4.1.6 so complies
       unless UBSN can prove otherwise.

       4.8    If,  under  clause 4.4, SN does not effect the  alteration  to the
              composition,  quality  or  presentation  of  some  or  all  of the
              Kingfisher Products (together "Relevant  Kingfisher  Products") as
              reasonably requested by UBSN:

              4.8.1  UBSN  shall  be  entitled  within  the  period  of 3 months
                     thereafter,  to  terminate  this  Agreement  by 12  months'
                     notice to SN: and/or

              4.8.2  UBSN  shall  be  entitled  within  the  period  of 3 months
                     thereafter to contract and license other persons within the
                     United  Kingdom  to  brew,   package,   sell,   market  and
                     distribute such Relevant Kingfisher Products.

4.9    If, under clause 4.4, SN unable or unwilling to produce a new  Kingfisher
       Product as requested by UBSN, then without  prejudice to clause 2.1, UBSN
       shall be entitled to contract and licence other persons within the United
       Kingdom to brew, package, sell, market and distribute such new Kingfisher
       Product.

5.     TERM

5.1    This  Agreement  shall  commence  on the date  hereof and shall  continue
       (unless  terminated earlier in accordance with its terms) for a period of
       10 years (the "Initial Term").

5.2    At any time  within  the  period of two years  prior to the expiry of the
       Initial  Term,  either  SN or UBSN may  serve  notice  on the  other  (an
       "Extension  Notice")  requesting  an  extension  of the Term  beyond  the
       Initial  Term  subject  to such  revisions  to this  Agreement  as may be
       specified in such notice.


                                       11
<PAGE>


5.3    Following the service of an Extension Notice, SN and UBSN shall negotiate
       in good faith with a view to agreeing  the  requested  extension  and any
       revisions  to this  Agreement  but if they are  unable  to agree the same
       prior to the expiry of the Initial Term,  this Agreement  shall terminate
       on the expiry of the Initial Term.

6.     TERMINATION

6.1    UBSN may, without prejudice to any other rights it may have,  immediately
       upon giving  notice,  terminate this Agreement on the happening of any of
       the following events:

       6.1.1  SN commits a substantial breach of a material term or condition of
              this  Agreement  and such breach (if capable of remedy)  continues
              for 30 days  after  notice  from UBSN  specifying  the  breach and
              requiring the same to be remedied;

       6.1.2  SN makes or  commits  such a breach  as is  referred  to in clause
              6.1.1 which is incapable of remedy;

       6.1.3  SN ceases to carry on its  business or a  substantial  part of its
              business or disposes of or  transfers  the whole or a  substantial
              part of its  undertaking,  property or assets or stops  payment of
              its debts;

       6.1.4  SN makes a proposal for a composition in satisfaction of its debts
              or a scheme of  arrangement  of its affairs (or takes action of an
              equivalent  nature in  another  jurisdiction  outside  the  United
              Kingdom)  or is unable  to pay its debts  within  the  meaning  of
              section  123  of  the  Insolvency  Act  1986  (or  any  equivalent
              provision outside the United Kingdom);

       6.1.5  a petition is presented or resolution is passed for the winding-up
              of  SN  (or  action  of a  similar  nature  is  taken  in  another
              jurisdiction  outside the United  Kingdom) (other than a voluntary
              winding-up for the purposes of reconstruction or amalgamation, the
              terms of which have previously been approved in writing by UBSN);

       6.1.6  a  petition  presented  to  administration  order  to be  made  in
              relation  to  SN,  or a  receiver  or  manager  or  administrative
              receiver or like person is  appointed of the whole or any material
              part of the property,  undertaking or assets of SN (or action of a
              similar  nature  to any of  the  foregoing  is  taken  in  another
              jurisdiction outside the United Kingdom).


                                       12
<PAGE>


6.2    SN may,  without  prejudice to any other rights it may have,  immediately
       upon giving notice  terminate  this  Agreement on the happening of any of
       the following events:

       6.2.1  UBI or UBSN  commits a  substantial  breach of a material  term or
              condition of this Agreement  (including,  without prejudice to the
              generality of the foregoing, UBSN failing to pay any amount due to
              SN in accordance  with this Agreement) and such breach (if capable
              of remedy)  continues  for 30 days after notice from SN specifying
              the breach and requiring the same to be remedied;

       6.2.2  either UBI or UBSN makes or commits  such a breach as is  referred
              to in clause 6.2.1 which is incapable of remedy;

       6.2.3  either  UBI  or  UBSN  ceases  to  carry  on  its  business  or  a
              substantial  part of its business or disposes of or transfers  the
              whole or a substantial part of its undertaking, property or assets
              or stops payment of its debts;

       6.2.4  either  UBI  or  UBSN  makes  a  proposal  for  a  composition  in
              satisfaction  of its  debts  or a  scheme  of  arrangement  of its
              affairs  (or takes  action  of an  equivalent  nature  in  another
              jurisdiction  outside the United  Kingdom) or is unable to pay its
              debts within the meaning of section 123 of the Insolvency Act 1986
              (or any equivalent provision outside the United Kingdom);

       6.2.5  a petition is presented or resolution is passed for the winding-up
              of either UBI or UBSN (or  action of a similar  nature is taken in
              another  jurisdiction  outside the United  Kingdom)  (other than a
              voluntary   winding-up  for  the  purposes  of  reconstruction  or
              amalgamation,  the terms of which have previously been approved in
              writing by SN);

       6.2.6  a petition is presented for an administration  order to be made in
              relation  to either  UBI or UBSN,  or a  receiver  or  manager  or
              administrative  receiver or like person is  appointed of the whole
              or any material  part of the  property,  undertaking  or assets of
              either  UBI or UBSN (or  action of a similar  nature to any of the
              foregoing  is taken in  another  jurisdiction  outside  the United
              Kingdom).

7.     NO ASSIGNMENT

Except as otherwise  provided in this  Agreement,  no party  shall,  without the
prior  written  consent  of the  other  parties,  assign,  mortgage,  charge  or
otherwise deal with any of its rights or transfer any of its  obligations  under
this Agreement.


                                       13
<PAGE>


8.     FORCE MAJEURE

Neither UBSN nor SN shall have any liability  whatsoever to the other parties or
be deemed to be in breach 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,  flood,  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 any party shall wish to furnish such particulars, the other parties
will render such  co-operation  and undertake  such action as may  reasonably be
required of them of such purpose so that particulars may be furnished as soon as
practicable  following the  signature of this  Agreement and each of the parties
consents to the disclosure of all  information  so furnished.  In this clause 9,
the words and terms  "agreement"  and "subject to  registration"  shall have the
meanings  respectively  given to them by the RTPA and 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 registration.

10.    CONFIDENTIALITY

UBI, UBSN and SN shall each during and after the Term keep strictly confidential
all  information  relating  to the other  parties  which is by its  nature or is
marked as being  "confidential" or which relates to the manufacture,  packaging,
marketing,  distribution  or sale  of  Kingfisher  products  PROVIDED  THAT  the
obligations  imposed by this clause 10 shall not apply to information which: (i)
at the time it is received,  is in the public domain or subsequently  comes into
the public domain through no fault of the  recipient;  or (ii) is required to be
disclosed  by  law  or  by  any  regulatory  requirement  or by  any  regulatory
authority.

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  parties on whom it is
       served.  Any Notice  shall be sent or delivered to the party to be served
       at the address for that party set out in


                                       14
<PAGE>


       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 (or 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 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.

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 SN to the
       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.    NON-COMPETITION

13.1   SN agrees that it will not brew another South East Asian Lager:

       13.1.1 during the Term:

       13.1.2 if this  Agreement  at the end of the  Initial  Term,  during  the
              period of one year after such expiry;

       13.1.3 if this  Agreement  terminates  following  notice  from UBSN under
              clause  6.1.1,  during the period of three years after the date of
              termination;

       13.1.4 if this Agreement  terminates following notice from SN pursuant to
              clause  6.2,  during  the  period  of one year  after  the date of
              termination.

13.2   SN agrees  that during the Term it will not brew any lager  product  with
       the same  Specifications as the Kingfisher Products under any trade mark,
       trade


                                       15
<PAGE>


       name or  commercial  symbol  other than the Trade Marks and that no trade
       mark  other  than the Trade  Marks  shall be  affixed by SN to any of the
       Kingfisher  Products  or to the  packaging  thereof  without  UBI's prior
       written consent and SN acknowledges that this provision shall survive the
       termination of this Agreement.

14.    RECORDS

14.1   SN shall record details of the manufacture of Kingfisher Products by such
       product categories as may be agreed with UBSN and shall keep and maintain
       accurate  records  thereof  throughout  the  Term  and for 1  (one)  year
       thereafter.

14.2   UBSN  shall  have the right  upon 5 (five)  days  notice,  to enter  SN's
       premises or other location  where the records  referred to in clause 14.1
       are maintained to inspect,  audit and (at UBSN's  expense) make copies of
       such records and upon receipt of such notice,  SN shall make such records
       available for inspection.

15.    LIABILITY, INSURANCE AND INDEMNIFICATION

15.1   SN shall  purchase  and  maintain  at all times  during the Term  product
       liability  insurance  with  minimum  coverage  for any  Year of  (pound)5
       million (five million  pounds).  Such insurance  shall be in addition to,
       and not in lieu of, any policy or policies  of  insurance  maintained  by
       UBSN.  SN shall  provide  UBSN with a copy of such  insurance  policy and
       evidence  that  premiums  have  been  paid up to date not  later  than 30
       (thirty) days after the  execution of this  Agreement and on request from
       UBSN thereafter.

15.2   SN hereby  agrees to defend,  indemnify  and hold  harmless UBSN from and
       against any and all costs,  damages and  expenses  (including  reasonable
       legal  fees)  (together  "Loss")  incurred  by UBSN  arising out of or in
       connection  with any claim by a third party relating to the  manufacture,
       preparation,  packaging or supply of the  Kingfisher  Products by SN save
       that SN's  liability  under this  clause  15.2 shall be  extinguished  or
       reduced to the extent that any Loss is caused by or contributed to by UBI
       and/or  UBSN,  the use by SN of the  Trade  Marks or any  information  or
       requirements  provided  by or, as the case may be,  imposed by UBI and/or
       UBSN in  relation  to the same.  UBSN  shall  notify SN of any such claim
       promptly  upon  receiving  notice or being  informed as to the  existence
       thereof.  Upon such notice from UBSN, SN shall  promptly take such action
       as may be necessary to protect and defend UBSN against such claim.

15.3   SN's  aggregate  liability  to UBI and UBSN for any damage,  loss,  cost,
       claim or expense  caused or  contributed  to by SN  arising  out of or in
       connection  with any  claim  relating  to the  manufacture,  preparation,
       packaging or supply of the Kingfisher Products (including under indemnity
       in clause 15.2) shall in no  circumstances  whatsoever  exceed the sum of
       (pound)5  million (five million  pounds) per Year whether such  liability
       arises in contract, tort, negligence,


                                       16
<PAGE>


       misrepresentation,  breach  of  statutory  duty or  otherwise  howsoever,
       PROVIDED ALWAYS THAT nothing in this clause shall exclude or restrict the
       liability  of SN for  fraud or death or  personal  injury  caused  by its
       negligence.

16.    OBLIGATIONS AND RIGHTS OF PARTIES UPON TERMINATION OR EXPIRY

16.1   On expiry or termination of this Agreement,  SN shall immediately  return
       to UBI any written embodiment of the Specifications.

16.2   The expiry or termination of this Agreement shall be without prejudice to
       any accrued rights or  obligations of the parties  towards each other and
       shall be  without  prejudice  to any  obligations  which by their  nature
       survive the expiry or termination of this Agreement.

16.3   Upon or following the expiry or termination of this  Agreement,  SN shall
       cease to manufacture Kingfisher Products under the Trade Marks and UBI or
       UBSN shall  forthwith  purchase any unsold stocks of Kingfisher  products
       that SN may have in its  possession  at the then  current  price for such
       Products.

17.    COMPLIANCE WITH LAWS

SN shall  manufacture,  prepare,  package and supply Kingfisher  Products in all
material  respects in compliance with all applicable laws, rules and regulations
of all Governmental authorities in the United Kingdom including, but not limited
to, all applicable food, safety, health and other laws.

IN WITNESS  WHEREOF this  Agreement has been duly executed by the parties on the
date set out above.


                                       17
<PAGE>


                                   SCHEDULE 1

                                   Trade Mark


Class:                                                  Schedule 4, Class 32

Registration No:                                        1,182,204

Date of Registration:                                   23 September 1982

"Kingfisher: Trade Mark and Logo:                       See overleaf


                                       18
<PAGE>


                                     [LOGO]

                                   KINGFISHER


                                       19
<PAGE>


                                   SCHEDULE 2

                           Current Kingfisher Products


Kingfisher Premium (available in 500ml and 330ml UK bottles;  355ml and 330ml in
export carton and in draught).


                                       20
<PAGE>


                                   SCHEDULE 3



                                     Part I

                               Base prices ex-duty
                         For Current Kingfisher Products

<TABLE>
<S>                  <C>              <C>              <C>              <C>              <C>              <C>
   Prem Keg         Prem Keg        UK Bottle        UK Bottle      Export Bottle    Export Bottle    Export Bottle
  9 gallons         30 litre        330ml x 24       500ml x 12       355ml x 6        355ml x 24       330ml x 24
   4.8% abv         4.8% abv         4.8% abv         4.8% abv         4.8% abv         4.8% abv         4.8% abv
(pound)/Barrel   (pound)/Barrel   (pound)/Barrel   (pound)/Barrel   (pound)/Barrel   (pound)/Barrel   (pound)/Barrel
    40.64            40.64            104.71           105.88           126.50           100.38           107.70
</TABLE>


These  prices  shall be rebated by  (pound)1  per Barrel in the Year ending 31st
December 1998 and by 50p per Barrel in the Year ending 31st December 1999.


                                       21
<PAGE>


                                   SCHEDULE 3

                                     Part II

                            Price premium ex-duty for
                           Current Kingfisher Products


In the first Year:

            (pound)7.00 per Barrel for the first 10,000 Barrels; and

            (pound)3.00 per Barrel for the next 5,000 Barrels

and in each  subsequent Year a sum per Barrel equal to the price premium for the
immediately  preceding  Year  increased  by  an  amount  which  (expressed  as a
percentage of this price premium for the immediately preceding Year) is equal to
the RPI  Percentage  calculated  by reference to the level of the Retail  Prices
Index for October (or if not yet published the most  recently  published  Retail
Prices Index) in the immediately preceding Year.


                                       22
<PAGE>


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

                /s/ Thomas Purton
                T. E. Purton
                10 Snow Hill
                London Ec1A 2AL

SIGNED by       R. U. B. Neame          )
For and on behalf of                    )       /s/ R. U. B. Neame
SHEPHERD NEAME LIMITED                  )
presence of                             )

                /s/ Thomas Purton
                As above

SIGNED by       B. K. C. Dozey          )
For and on behalf of                    )       /s/ B. K. C. Dozey
USBSN LIMTED in the                     )
presence of                             )

                /s/ Thomas Purton
                As above