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                                                                    Exhibit 4.10

                                                                  August 3, 2005

Beverage Associates (BAC) Corp.
Craigmuir Chambers (c/o Harney Westwood & Riegels)
Road Town, Tortola, British Virgin Islands (BVI)
Attention: Christian Baillet

Companhia de Bebidas das Americas-AmBev
Rua Dr Renato Paes de Barros 1017, 4(degree) andar
04530-001 Sao Paulo, SP, Brazil
Attention: Joao M. Castro Neves

Quilmes Industrial (Quinsa) Societe Anonyme
84, Grand-rue
L-1660 Luxembourg
Grand Duchy of Luxembourg

     and-

Av Libertador 498 - Piso 26 (1001)
Buenos Aires, Argentina
Attention: Agustin Garcia Mansilla

Ladies and Gentlemen:

     Reference is made to (a) the Stock Purchase Agreement dated as of May 1,
2002, as amended by an Amendment dated as of January 31, 2003 (the "Stock
Purchase Agreement"), between Beverage Associates (BAC) Corp., a British Virgin
Islands corporation ("BAC"), and Companhia de Bebidas das Americas-AmBev, a
Brazilian corporation ("AmBev"), and (b) the letter agreement dated as of
January 13, 2003 (the "QIB Letter Agreement"), among BAC, AmBev and Quilmes
Industrial (Quinsa) Societe Anonyme, a Luxembourg corporation ("Quinsa"),
concerning the purchase by BAC and AmBev of shares of Quilmes International
(Bermuda) Ltd., a Bermuda corporation and a subsidiary of Quinsa ("QIB"), from
Heineken International B.V. and its affiliates. Capitalized terms used herein
and not otherwise defined have the meanings assigned to them in the Stock
Purchase Agreement.

     The purpose of this letter agreement is to set forth certain agreements
between BAC and AmBev with respect to (1) the sale by BAC and the purchase by
Quinsa of all the shares of QIB owned by BAC ("BAC's QIB Shares") and (2) the
exercise of the Seller's Option or the AmBev Option pursuant to the Stock
Purchase Agreement in 2006 or thereafter.

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     Notwithstanding any provision in the Stock Purchase Agreement or the QIB
Letter Agreement to the contrary, BAC, AmBev and Quinsa hereby agree as follows:

1.   BAC's QIB Shares.

     (a)  Upon the terms and subject to the conditions of this letter agreement,
          BAC will sell, assign, transfer and deliver to Quinsa, and Quinsa will
          purchase and accept from BAC, BAC's QIB Shares on the Transfer Date
          (as defined below) in exchange for a cash purchase price, payable as
          provided in this letter agreement, of $110 million (the "Base Purchase
          Price"), subject to adjustment as described in paragraph 2 below (as
          so adjusted, the "Purchase Price"), plus interest on the Purchase
          Price from and including the Transfer Date to but excluding the
          Distribution Date (as defined below) at a rate per annum calculated on
          the basis of a year of 360 days and actual days elapsed equal to LIBOR
          (as defined below) plus 2%. BAC's obligation to transfer BAC's QIB
          Shares to Quinsa, and Quinsa's obligation to pay the Purchase Price,
          will be subject to the receipt by the Board of Directors of Quinsa of
          an opinion of an independent investment banking firm of recognized
          international standing selected by a majority of the members of the
          Board of Directors of Quinsa confirming that the consideration to be
          paid by Quinsa for BAC's QIB Shares is fair from a financial point of
          view to Quinsa (the "Fairness Opinion") and the approval of Quinsa's
          acquisition of BAC's QIB shares by the Board of Directors of Quinsa.
          The "Transfer Date" will be the fifth business day after the date on
          which the Board of Directors of Quinsa shall have received the
          Fairness Opinion and approved the acquisition of BAC's QIB Shares.
          "LIBOR" means, for each monthly Interest Period (as defined below)
          during the applicable calculation period, the rate appearing on Page
          3750 of the Dow Jones Market Service (or on any successor or
          substitute page of such Service, or any successor to or substitute for
          such Service, providing rate quotations comparable to those currently
          provided on such page of such Service) at approximately 11:00 a.m.,
          London time, two business days prior to the beginning of such Interest
          Period, as the rate for dollar deposits with a maturity of six months.
          "Interest Period" means each period of six months during the
          applicable calculation period determined as follows: the first such
          period will begin on the first day of such calculation period and end
          on the numerically corresponding day in the calendar month that is six
          months thereafter (or, if there is no numerically corresponding day in
          such calendar month, the last day of such calendar month); each
          successive period will begin on the last day of the preceding period
          and end on (x) the numerically corresponding day in the next calendar
          month (or, if there is no numerically corresponding day in the next
          calendar month, the last day of such calendar month) or (y) in the
          case of the last such period, the last day of the calculation period;
          provided, if any interest would end on a day that is not a business
          day, such interest period shall be extended to the next succeeding
          business day unless such next succeeding business day would fall in
          the next calendar month in which case such interest period will end on
          the next preceding business day.
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     (b)  On the Transfer Date, BAC will sell, assign, transfer and deliver
          BAC's QIB Shares to Quinsa, and not later than 30 days from the date
          hereof, Quinsa will deliver the Base Purchase Price to an escrow agent
          mutually acceptable to BAC and Quinsa (the "Escrow Agent") pursuant to
          an escrow agreement or similar arrangement (the "Escrow Agreement")
          among, and mutually acceptable to, BAC, Quinsa and the Escrow Agent.
          The Escrow Agreement will provide that the Escrow Agent will hold the
          Base Purchase Price in an escrow account (the "Escrow Account") and
          invest the Base Purchase Price in such investments as are specified in
          the Escrow Agreement or are otherwise acceptable to Quinsa. Subject to
          the provisions of paragraph 2 below, all investment income will be
          retained and reinvested by the Escrow Agent until the Distribution
          Date. The funds held by the Escrow Agent in the Escrow Account,
          including any investment income in respect thereof, are hereinafter
          referred to as the "Escrowed Funds". The fees and costs of the Escrow
          Agent will be paid by Quinsa.

     (c)  BAC represents and warrants to Quinsa that BAC has good and valid
          title to BAC's QIB Shares, free and clear of all Liens, other than any
          Lien contemplated by the Bye-Laws of QIB or any agreement between BAC
          and AmBev, and, assuming Quinsa has the requisite power and authority
          to be the lawful owner of BAC's QIB Shares, upon the execution and
          delivery of such instruments of transfer and other documents as may be
          required under Bermuda law to effect the transfer of BAC's QIB Shares
          to Quinsa and the registration of Quinsa as the owner of BAC's QIB
          Shares on the Register of Members of QIB, good and valid title to
          BAC's QIB Shares will pass to Quinsa, free and clear of any Liens. BAC
          agrees to execute and deliver any instruments of transfer or other
          documents and to take any actions required under Bermuda law
          (including obtaining, or cooperating with Quinsa in obtaining, the
          approval of the Bermuda Monetary Authority) to effect the transfer of
          BAC's QIB Shares to Quinsa and the registration of Quinsa as the owner
          of BAC's QIB Shares on the Register of Members of QIB. Any dividends
          or other distributions paid or payable in respect of BAC's QIB Shares
          for which the record date is on or after the Transfer Date will be for
          the account of Quinsa.

     (d)  On the Distribution Date, (1) the Escrow Agent will distribute to BAC
          an amount equal to the lesser of (x) the Purchase Price plus the
          interest accrued and payable thereon and (y) the Escrowed Funds then
          held by the Escrow Agent in the Escrow Account under the Escrow
          Agreement (the "Total Escrow Amount"), (2) if the Total Escrow Amount
          is greater than the Purchase Price plus the interest accrued and
          payable thereon, the Escrow Agent will distribute the excess to Quinsa
          and (3) if the Total Escrow Amount is less than the Purchase Price
          plus the interest accrued and payable thereon, Quinsa will pay the
          difference to BAC in cash. The "Distribution Date" shall be the first
          business day falling on or after the earlier of (i) the fourth
          anniversary of the Transfer Date and (ii) the 120th day after the date
          on which the pending injunction (the "Pending Injunction") suspending
          the implementation of the decision of the Argentine Comision Nacional
          de Defensa

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          de la Competencia ("CNDC") issued in connection with the closing on
          January 31, 2003, of the Transactions contemplated by the Stock
          Purchase Agreement and the Share Exchange Agreement dated as of May 1,
          2002, between AmBev and Quinsa (as so issued, the "CNDC Decision"), is
          lifted or removed; provided that if any further injunctions or other
          restrictions ("Additional Restrictions") suspending the implementation
          of the CNDC Decision are issued prior to the lifting or removal of the
          Pending Injunction, the 120-day period will start to run only after
          the date on which all Additional Restrictions are lifted or removed;
          and provided farther that if, prior to the end of such 120-day period,
          (a) there is any further injunction or other restriction suspending
          the implementation of the CNDC Decision, (b) the CNDC Decision is
          amended to permit the sale of assets specified in such decision by the
          deletion of the first unlettered paragraph of Article 1 of Annex I of
          such decision or the deletion of Article 2 of Annex I of such decision
          (or, in either case, an amendment with the same effect) (a "Specified
          Modification"), and there is an injunction or other restriction
          suspending the implementation of the CNDC Decision as modified by such
          Specified Modification or (c) the CNDC Decision is amended in various
          respects and there is any injunction or other restriction suspending
          the implementation of the CNDC Decision and the basis for such
          injunction or other restriction is either a claim challenging a
          Specified Modification or a claim challenging any non-amended portion
          of the CNDC Decision (or both), then the 120-day period will be
          suspended and will start running again (taking into consideration the
          number of days already elapsed) once the injunctions or other
          restrictions referred to in clause (a), (b) or (c) ("Subsequent
          Tolling Actions") are lifted or removed. BAC agrees to cooperate in
          any reasonable manner requested by AmBev in connection with efforts to
          unlock the CNDC process through the lifting or removal of the Pending
          Injunction, any Additional Restrictions and any Subsequent Tolling
          Actions. Upon the consummation of the transfer of BAC's QIB Shares to
          Quinsa, paragraph 6 of the QIB Letter Agreement will cease to be in
          effect.

2.   Adjustments. The Base Purchase Price will be subject to adjustment as
     follows (as so adjusted, the "Purchase Price"); provided that the Purchase
     Price will not exceed $130 million (the "Upper End Value") or be less than
     $80 million (the "Lower End Value"):

     (a)  On or before March 1, 2006, Quinsa will calculate "BAC's QIB Equity
          Value" (as defined below) and will deliver a statement setting forth
          the calculation of BAC's QIB Equity Value to BAC and AmBev. Quinsa's
          calculation of BAC's QIB Equity Value will be binding and conclusive
          on BAC and AmBev.

     (b)  "BAC's QIB Equity Value" means an amount equal to (x) EBITDA (as
          defined in paragraph 4 below) of QIB (calculated in the same manner as
          "Quinsa's First Stage EBITDA" under the Stock Purchase Agreement) for
          the year ended December 31, 2005 ("QIB's 2005 EBITDA") multiplied by
          6.0 minus the Net Debt (as defined in Schedule 1.04 of the Stock
          Purchase Agreement) of QIB as of December 31, 2005 multiplied by (y) a
          fraction, the numerator of which is the

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          number of BAC's QIB Shares sold to Quinsa on the Transfer Date and the
          denominator of which is the total number of QIB's shares outstanding,
          on a fully-diluted basis, as of the last business day prior to the
          Transfer Date.

     (c)  If BAC's QIB Equity Value is greater than the Base Purchase Price,
          then Quinsa will deposit into the Escrow Account an amount equal to
          the sum of (x) an amount equal to (1) the lower of BAC's QIB Equity
          Value and the Upper End Value minus (2) the Base Purchase Price, plus
          (y) the amount of investment income that would have been earned on the
          amount determined pursuant to clause (x) in the Escrow Account from
          and including the Transfer Date through but not including the date of
          such deposit.

     (d)  If BAC's QIB Equity Value is less than the Base Purchase Price, then
          the Escrow Agent will distribute to Quinsa from the Escrow Account
          (such distribution to occur not earlier than April 1, 2006) an amount
          equal to the sum of (x) (1) the Base Purchase Price minus (2) the
          higher of the Lower End Value and BAC's QIB Equity Value, plus (y) the
          allocable amount of investment income earned on such difference in the
          Escrow Account from and including the Transfer Date through but not
          including the date of such distribution.

3.   For purposes of the Exchange and all calculations pursuant to Schedule 1.04
     of the Stock Purchase Agreement, AmBev's audited financial statements will
     be prepared, at AmBev's option, either in accordance with International
     Financial Reporting Standards ("IFRS") or United States generally accepted
     accounting principles ("US GAAP"). AmBev will advise BAC not later than
     March 1, 2006, as to whether IFRS or US GAAP will be used for these
     purposes until 2009; provided, however, that if AmBev chooses IFRS and
     InBev S.A./N.V. subsequently ceases to be required to report under IFRS,
     AmBev may thereafter use US GAAP for the above purposes. (For the avoidance
     of doubt, beginning in 2009 AmBev may change from IFRS to US GAAP or vice
     versa.) Provided that Quinsa delivers to AmBev its audited financial
     statements by March 1st of each year (in IFRS or US GAAP, as determined by
     AmBev), AmBev will deliver to BAC not later than March 10th of each year
     (i) AmBev's audited financial statements in either IFRS or US GAAP (as
     applicable), (ii) an estimate of AmBev's shares outstanding as of March 1st
     of such year and (iii) estimates of the First Stage Formula Multiple and
     AmBev's Net Debt as of March 31st of such year. BAC acknowledges and agrees
     that these estimates will be estimates only and that AmBev will not
     represent or warrant the accuracy of these estimates, the conformity of the
     estimates to the provisions of the Stock Purchase Agreement or the
     sufficiency of the estimates for BAC's purposes. BAC agrees that AmBev will
     have no liability, and hereby releases and discharges AmBev from any and
     all liability of any kind or nature, relating to the estimates, including,
     without limitation, any inaccuracy or incompleteness of the estimates, the
     failure of the estimates to conform to the provisions of the Stock Purchase
     Agreement or the insufficiency of the estimates for BAC's purposes. If
     AmBev delivers such information to BAC later than March 10th in any year,
     the time period specified for the exercise of the Seller's Option pursuant
     to the Stock Purchase Agreement will be

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     extended by a number of days equal to the number of days in the period
     beginning on March 10th of such year and ending on the date AmBev delivers
     such information to BAC. For the avoidance of doubt, notwithstanding any
     delay by AmBev in delivering the information set forth above to BAC, the
     relevant dates for the calculation of the formula pursuant to Schedule 1.04
     shall remain unchanged.

4.   The definition of "EBITDA" in the Stock Purchase Agreement is hereby
     amended and restated in its entirety to read as follows:

               "EBITDA" means, for any person for any period, the aggregate
          amount of the consolidated operating income of such person for such
          period (determined in accordance with International Financial
          Reporting Standards or United Stated GAAP and as reflected in such
          person's audited financial statements for such period) plus the
          aggregate amount of the consolidated depreciation and amortization
          expenses of such person for such period (determined in accordance with
          International Financial Reporting Standards or United States GAAP),
          plus (minus) loss (gain) on disposal and/or impairment (including,
          when the applicable financial statements are prepared in accordance
          with International Financial Reporting Standards, reversal of
          provisions) of property, plant and equipment (determined in accordance
          with International Financial Reporting Standards or United States
          GAAP). For the avoidance of doubt, operating income includes profit
          sharing, non-recurring extraordinary operating expenses, profits and
          losses on disposal and/or impairment (including, when the applicable
          financial statements are prepared in accordance with International
          Financial Reporting Standards, reversal of provisions) of property,
          plant and equipment, operating leases, effective hedging transactions
          with respect to operating costs, impairment of tangible assets and
          reversal of provisions relating to operating items, and operating
          income excludes profits and losses on disposal and/or impairment of
          intangible assets, reversal of provisions relating to non-operating
          items, equity in earnings (losses) of affiliates and non-effective
          hedging transactions (other than those related to non-operating
          costs), as well as taxes on debits and credits with banks.

5.   If, at the time of either the First Stage Closing Date or the Second Stage
     Closing Date, persons other than BAC and AmBev shall own any shares of
     Quinsa, for purposes of the formula in Schedule 1.04, (a) Quinsa's First
     Stage Shares Outstanding and Quinsa's Second Stage Shares Outstanding, as
     applicable, shall be calculated as if all shares of Quinsa (excluding
     treasury shares) owned by persons other than BAC and AmBev had been
     repurchased by Quinsa on the last business day preceding the March 31
     immediately preceding the Option Date (the "Measurement Date") and (b)
     there shall be added to the otherwise applicable amount of Quinsa's First
     Stage Net Debt and Quinsa's Second Stage Net Debt an amount equal to (x)
     Quinsa's EBITDA for the fiscal year immediately preceding the Measurement
     Date multiplied by 6.0 minus Quinsa's Net Debt as of the end of such
     immediately preceding fiscal year multiplied by (y) a fraction, the
     numerator of which is the number of shares of Quinsa (excluding treasury
     shares) owned by persons other than BAC and AmBev as of the Measurement
     Date and the denominator of which is the total number of Quinsa's

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     shares outstanding, on a fully-diluted basis, as of the Measurement Date,
     calculated as if such debt had been incurred as of the Measurement Date;
     provided, however, that if Quinsa has actually repurchased shares between
     the Measurement Date and the March 31 next preceding the Second Stage
     Closing Date, for purposes of the calculations in respect of the Second
     Stage Closing Date, the amount that would otherwise be added pursuant to
     this clause (b) to Quinsa's Net Debt as of the March 31 next preceding the
     Second Stage Closing Date shall be reduced by an amount equal to the
     additional debt actually incurred to repurchase such shares.

6.   If the Seller's Option is exercised in 2006, the actual EBITDA associated
     with Quinsa's operations in Chile for 2005 will be excluded from Quinsa's
     EBITDA and, in lieu thereof, the amount of $1.3 million shall be included
     in Quinsa's EBITDA for the purposes of calculations pursuant to Section
     1.04 and Schedule 1.04 of the Stock Purchase Agreement.

7.   On the First Stage Closing Date, in consideration of the agreements
     contained in this letter agreement and as additional consideration for the
     Exchange, AmBev will pay BAC an amount in cash equal to QIB's 2005 EBITDA
     multiplied by 0.0638544 (the amount calculated pursuant to the foregoing
     formula, the "Additional Amount"), plus interest on the Additional Amount
     from and including the Transfer Date to but excluding the date of payment
     of the Additional Amount at a rate per annum calculated on the basis of a
     year of 360 days and actual days elapsed equal to LIBOR plus 2%. In
     connection with the First Stage Closing Date and the Second Stage Closing
     Date, for purposes of the formula in Schedule 1.04, the Additional Amount
     plus the interest accrued on the Additional Amount from and including the
     Transfer Date to but excluding the Measurement Date shall be added to the
     otherwise applicable amount of Quinsa's First Stage Net Debt and Quinsa's
     Second Stage Net Debt.

8.   In the third line of Section 1.04(g) of the Stock Purchase Agreement, the
     reference to Section 5.01(f) is hereby corrected to refer to Section
     1.04(f). In the definition of "First Stage Closing Date" in Schedule 1.04
     of the Stock Purchase Agreement, the reference to Section 1.04(f) is hereby
     corrected to refer to Section 1.04(g).

9.   The First Stage AmBev Shares and the Second Stage AmBev Shares may be
     either newly-issued shares or treasury shares.

10.  BAC and AmBev shall execute and deliver any other agreements, instruments
     or other documents and shall take all other lawful action reasonably
     requested by either of them in order to carry out and implement the
     agreements contained herein.

11.  Except as otherwise set forth herein or amended hereby, all provisions of
     the Stock Purchase Agreement will remain in full force and effect.

12.  This letter agreement shall be governed by and construed in accordance with
     the internal laws of the State of New York applicable to agreements made
     and to be

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     performed entirely within such State, without regard to the conflicts of
     law principles of such State, Any and all differences, controversies and
     disputes of any nature whatsoever arising out of or relating to this letter
     agreement shall be settled by arbitration in the manner prescribed in the
     Stock Purchase Agreement,

          IN WITNESS WHEREOF, the parties have duly executed this letter
agreement as of the date first above written.

                                        BEVERAGE ASSOCIATES (BAC) CORP.


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:
                                               ---------------------------------


                                        QUILMES INDUSTRIAL (QUINSA)
                                        SOCIETE ANONYME


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

cc: William Engels
    Mark Bergman
    Diane Kerr
    David Mercado