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                                                                    Exhibit 4.11

                                                                  April 13, 2006

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-

Teniente General Peron
Buenos Aires, Argentina 1038
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, and the 2005
Letter Agreement (as defined below) (the "Stock Purchase Agreement"), among
Beverage Associates (BAC) Corp., a British Virgin Islands corporation ("BAC"),
and Companhia de Bebidas das Americas-AmBev, a Brazilian corporation ("AmBev"),
(b) the Escrow Agreement dated as of January 31, 2003 (the "Escrow Agreement"),
among BAC, AmBev, Quilmes Industrial (Quinsa) Societe Anonyme, a Luxembourg
corporation ("Quinsa") and The Bank of New York, as Escrow Agent, (c) the
Registration Rights Agreement dated as of January 31, 2003 (the "Registration
Rights Agreement"), among AmBev and BAC, (d) the Quinsa Shareholders Agreement
dated as of January 31, 2003, among Quinsa, BAC and AmBev, as amended by a
letter agreement dated as of August 3, 2005 (the "Quinsa Shareholders
Agreement"), (e) the Share Transfer Agreement dated as of January 31, 2003 (the
"Share Transfer Agreement"), among Braco S.A., a Brazilian corporation
("Braco"), Empresa de Administracao e Participacoes S.A., a Brazilian
corporation ("ECAP"), Fundacao Antonio e Helena Zerrenner Instituicao Nacional
de Beneficencia ("FAHZ"), BAC and AmBev, (f) the Governance Agreement dated as
of

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                                                                               2


January 31, 2003 (the "AmBev Governance Agreement"), among Braco, ECAP, FAHZ,
BAC and AmBev, and (g) the Share Pledge Agreement dated as of January 31, 2003
(the "Share Pledge Agreement"), among BAC, AmBev and Quinsa. 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 (the "Letter Agreement") is to set
forth certain agreements between BAC, Quinsa and AmBev, with respect to the sale
by BAC and the purchase by AmBev of all the 373,520,000 Remaining Shares owned
by BAC or its affiliates and to amend, supplement and/or terminate the Stock
Purchase Agreement and other agreements described above to the extent set forth
herein.

     Notwithstanding any provision in the Stock Purchase Agreement and the other
agreements mentioned herein to the contrary, BAC, Quinsa and AmBev hereby agree
as follows:

     1. Remaining Shares.

          (a) Upon the terms and subject to the conditions of this Letter
     Agreement, BAC (or its affiliates) will sell, assign, transfer and deliver
     to AmBev, and AmBev (or its affiliates) will purchase and accept from BAC
     (such transaction being referred to herein as the "Sale"), the Remaining
     Shares on the Closing Date (as defined in Section 1(d) of this Letter
     Agreement) in exchange for an aggregate purchase price of US$1,223,915,000,
     subject to a reduction of up to US$60,000,000 (plus an amount equal to the
     interest that would accrue on US$60,000,000 from and including the date of
     execution of this Letter Agreement (the "Execution Date") to but excluding
     the Closing Date at the rate per annum specified in Section 1(f)(ii) of
     this Letter Agreement) that may be agreed upon by BAC and AmBev (the
     "Purchase Price").

          (b) BAC's obligation to transfer the Remaining Shares to AmBev, and
     AmBev's obligation to pay the Purchase Price, will be subject to (i) the
     performance by AmBev and BAC of their respective obligations set forth in
     this Letter Agreement, (ii) the satisfaction of the conditions precedent
     set forth in Section 1.04(g)(i), (ii) and (iii) of the Stock Purchase
     Agreement (except that all references to "First Stage Closing Date" or
     "Second Stage Closing Date" shall be replaced with the term "Closing Date"
     within the meaning of this Letter Agreement) and (iii) the satisfaction of
     the conditions precedent to the occurrence of the Closing Date set forth in
     Section 1(d) of this Letter Agreement.

          (c) BAC and AmBev agree that, notwithstanding anything to the contrary
     contained in the Stock Purchase Agreement, BAC shall not be permitted to
     exercise the Seller's Option, and AmBev shall not be permitted to exercise
     the AmBev Option.

          (d) The "Closing Date" shall mean the fifth business day following the
     Trigger Date (as defined below) or as provided for in Section 1(m) hereof,
     as the

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                                                                               3


     case may be; provided, however, that, if on such day, there shall have been
     issued any administrative or judicial decision or injunction (an "Adverse
     Decision") preventing or prohibiting the Sale, the Closing Date shall be
     the fifth business day following the date on which such Adverse Decision
     shall have been reversed, rescinded or shall otherwise cease to have effect
     and AmBev and BAC have been notified of such reversion, rescission or cease
     of effect. For purposes of this Section 1(d), the "Trigger Date" shall
     mean: (i) in the event the Argentine Antitrust Authority (the "Antitrust
     Authority") issues a resolution providing that no authorization is required
     to effect the Sale, the date of notification to AmBev and BAC of such
     resolution or (ii) in the event the Antitrust Authority authorizes the
     Sale, the date of notification to AmBev and BAC of such authorization;
     provided that in the case of clause (ii) above the terms and conditions of
     such authorization are reasonably satisfactory to AmBev. AmBev and BAC
     agree to use their reasonable best efforts to cause the Sale to occur as
     expeditiously as possible.

          (e) AmBev and Quinsa will use commercially reasonable efforts (i) to
     obtain the necessary authorizations from the Antitrust Authority to effect
     the Sale and (ii) if any Adverse Decision shall have been issued, to appeal
     any such Adverse Decision, in each case so as to permit the Sale to proceed
     as expeditiously as possible. BAC will take any action reasonably requested
     by AmBev in order to assist AmBev, Quinsa and their respective affiliates
     in obtaining the authorizations, appealing any Adverse Decision and
     implementing the decisions described in Section 1(d).

          (f) On the Closing Date:

               (i) BAC will (A) sell, assign, transfer and deliver the Remaining
          Shares to AmBev, (B) deliver to AmBev share transfer forms relating to
          the Remaining Shares being sold by it as required by Luxembourg law,
          (C) deliver to AmBev evidence of the registration of AmBev as holder
          of the Remaining Shares in the share register of Quinsa, or as the
          case may be, in any shareholder register or account of Quinsa held by
          a professional depository of Securities within the meaning of the
          Luxembourg law of August 1, 2001 on transfer of securities, and (D)
          deliver to AmBev such other documents as AmBev or its counsel may
          reasonably request to demonstrate satisfaction of the conditions and
          compliance with the covenants set forth in this Letter Agreement.

               (ii) AmBev will deliver to BAC (A) payment, by wire transfer to a
          bank account designated in writing by BAC (such designation to be made
          at least two business days prior to the Closing Date) in immediately
          available funds, of an amount equal to the Purchase Price, plus an
          amount equal to (x) interest on the Purchase Price from and including
          the Execution Date to but excluding the Closing Date at a rate per
          annum calculated on the basis of a year of 360 days and actual days
          elapsed equal to LIBOR plus the Margin (each, as defined below) minus
          (y) the sum of

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                                                                               4


          (1) the aggregate amount of all cash dividends or other cash
          distributions paid or payable to BAC in respect of the Remaining
          Shares, other than cash dividends or other cash distributions payable
          in respect of the year ended December 31, 2005 (the "2005 Dividend")
          plus (2) an amount equal to the interest that would have accrued on
          such dividends or distributions from the date of payment of such
          dividends and distributions to the Closing Date at the rate per annum
          specified in clause (x) above, minus (z) the amount, if any, to be
          deducted pursuant to Section 1(k) hereof, and (B) such other documents
          as BAC or its counsel may reasonably request to demonstrate
          satisfaction of the conditions and compliance with the covenants set
          forth in this Letter Agreement. "LIBOR" means, for each 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 (i.e., the Execution Date) 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 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) 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. "Margin" means (i)
          during the period from and including the Execution Date to but
          excluding the earlier of the Closing Date and the third anniversary of
          the Execution Date, 2%, (ii) during the period from and including the
          third anniversary of the Execution Date to but excluding the earlier
          of the Closing Date and the fourth anniversary of the Execution Date,
          2.5% and (iii) during the period from and including the fourth
          anniversary of the Execution Date to but excluding the Closing Date,
          3%.

               (iii) AmBev and BAC will execute any joint written instructions
          and take any other action necessary to effect the release and delivery
          to AmBev of the Remaining Shares held by the Escrow Agent pursuant to
          the Escrow Agreement and to terminate the Escrow Agreement.

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                                                                               5


               (iv) AmBev and BAC will enter into an agreement, dated as of the
          Closing Date, with respect to the transactions contemplated in this
          Letter Agreement pursuant to which BAC will provide representations to
          AmBev relating to it, the Remaining Shares and the transactions
          contemplated in this Letter Agreement consistent with Sections 2.01,
          2.02, 2.03 and 2.04 of the Stock Purchase Agreement, and AmBev will
          provide representations to BAC relating to it and the transactions
          contemplated in this Letter Agreement consistent with Sections 4.01,
          4.03 and 4.04 of the Stock Purchase Agreement.

          (g) BAC agrees to execute and deliver any instruments of transfer or
     other documents and to take any actions required under Luxembourg law to
     effect the transfer of the Remaining Shares to AmBev and the registration
     of AmBev as the holder of the Remaining Shares in the share register of
     Quinsa. Any dividends or other distributions paid or payable in respect of
     Remaining Shares (other than the 2005 Dividend) for which the record date
     is on or after the Closing Date will be for the account of AmBev.

          (h) Not later than the Closing Date, AmBev and BAC shall take all
     actions necessary to cause AmBev's nominees to be elected to the Board of
     Directors of Quinsa and each of its subsidiaries, in accordance with this
     Letter Agreement, effective upon the Closing Date.

          (i) AmBev may waive in whole or in part the satisfaction of the
     conditions precedent set forth in Section 1(b) of this Letter Agreement.

          (j) The consummation of the transactions contemplated in this Letter
     Agreement shall constitute full and complete performance and satisfaction
     of all obligations of AmBev and BAC under Section 1.04 of the Stock
     Purchase Agreement.

          (k) If by December 25, 2007, the Closing Date shall not have occurred,
     AmBev shall pay BAC on December 31, 2007, to a bank account designated in
     writing by BAC at least two business days prior to such date, the amount of
     US$23,915,000 plus interest from and including the Execution Date to but
     excluding December 31, 2007, at the rate per annum specified in Section
     1(f)(ii) hereof. The aggregate amount paid to BAC pursuant to this Section
     1(k), plus an amount equal to interest on US$23,915,000 from and including
     December 31, 2007 to but excluding the Closing Date calculated at the rate
     per annum and in the manner specified in Section 1(f)(ii) of this Letter
     Agreement, will be deducted from the aggregate amount payable by AmBev to
     BAC pursuant to Section 1(f)(ii) of this Letter Agreement.

          (l) BAC and AmBev agree that the 2005 Dividend will be declared,
     approved and paid in 2006. Furthermore, regardless of when the Closing Date
     occurs, the 2005 Dividend will be for the account of BAC. Until the Closing

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                                                                               6


     Date, there will be no changes in Quinsa's current dividend policy without
     the prior approval of both BAC and AmBev.

          (m) AmBev and BAC further agree that in the event the Antitrust
     Authority does not issue a resolution with respect to the Sale in
     accordance with article 13 of Argentine Law 25,156 (as the same may be
     amended or supplemented from time to time, and together with article 14 of
     Law 25,156 and article 14 of Argentine Decree 89/2001, the "Antitrust
     Laws") within the applicable time period specified in the Antitrust Laws,
     and, therefore, pursuant to the Antitrust Laws, the Sale would be deemed to
     have been approved pursuant to an "autorizacion tacita" (a "Tacit
     Approval"), AmBev and BAC shall, on the 50th day after the date the Sale
     has been deemed to have Tacit Approval (or the next business day if such
     50th day is not a business day), notify the Antitrust Authority that there
     has been a Tacit Approval and that AmBev and BAC will consummate the Sale
     on the 30th day following the date of such notification (or the next
     business day if such 30th day is not a business day), which 30th day (or
     next business day) shall be the "Closing Date" for purposes of this Letter
     Agreement notwithstanding anything herein to the contrary.

     2. Transfer of the Remaining Shares prior to the Closing Date. BAC agrees
to (i) use reasonable best efforts to establish, at the request of AmBev given
at any time on or before the 30th day after the Execution Date, a wholly-owned
subsidiary of BAC incorporated in the Bahamas (or such other offshore
jurisdiction reasonably satisfactory to AmBev and BAC) (the "SPE"), (ii)
immediately thereafter, transfer all right, title and interest of BAC and its
affiliates in and to the Remaining Shares to the SPE, (iii) sell on the Closing
Date all of the issued and outstanding shares of the SPE (the "SPE Shares") to
AmBev in lieu of the Remaining Shares and (iv) enter into any necessary,
desirable or appropriate amendments to this Letter Agreement, the Quinsa
Shareholders Agreement, the Escrow Agreement, the Share Pledge Agreement and any
other relevant agreements between BAC and AmBev in order to reflect the transfer
of the Remaining Shares to, and ownership of the Remaining Shares by, the SPE
and the sale to AmBev of the SPE Shares on the Closing Date in lieu of the
Remaining Shares; provided, however, that BAC shall not be required to undertake
the actions contemplated by this Section 2 if BAC reasonably concludes that the
taking of such actions could result in the imposition of any liability
(including tax liabilities) on BAC, its shareholders or other affiliates or
would otherwise materially adversely affect BAC, its shareholders or its other
affiliates, and provided, further, that AmBev shall reimburse BAC for all
out-of-pocket costs and expenses directly related to the establishment of the
SPE in accordance with this Section 2.

     3. Quinsa Shareholders Agreement. Notwithstanding anything to the contrary
contained in the Quinsa Shareholders Agreement, during the period from the
Execution Date until the Closing Date, (a) the Board of Directors of Quinsa
shall approve and authorize (i) in the form presented by Quinsa's management,
all capital expenditures of Quinsa and its subsidiaries in the countries in
which Quinsa operates as of the Execution Date to the extent required to be
approved by the Board of Directors consistent with past practices; (ii) all
matters and actions taken in connection with the approval by the

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Antitrust Authority of the Sale and the implementation of the decisions of the
Antitrust Authority described in Section 1(d) of this Letter Agreement; and
(iii) all matters and actions taken in connection with or related to the final
and complete implementation of the resolution of the Antitrust Authority issued
January 13, 2003 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 (including, but not limited to, the
divestiture of assets pursuant to such decisions) (the "2003 Authorization"),
(b) the presence in person, by proxy or by electronic means of the directors
nominated by AmBev shall be sufficient to constitute a quorum for the
transaction of any business concerning the actions or matters described in this
Section 3, and the presence in person, by proxy or by electronic means of the
directors nominated by BAC shall not be necessary to constitute a quorum for the
transaction of such business (it being understood, however, that the directors
nominated by BAC will be given reasonable advance notice of, and will have the
right to attend, any board meeting called for the purpose of transacting any
such business) and (c) the directors nominated by AmBev shall have a second or
casting vote with respect to the matters described in this Section 3. The
parties hereto agree to amend the Quinsa Shareholders Agreement and by-laws to
the extent necessary in order to carry out and implement the agreements
contained in this Section 3.

     4. Covenants of BAC.

          (a) BAC shall not, directly or indirectly, or authorize or permit any
     officer, director, employee or agent of it or any investment banker,
     attorney, accountant or other representative of it to, (i) disclose or
     furnish to any third party any confidential information relating to Quinsa
     and its subsidiaries or otherwise use such confidential information for its
     own benefit or the benefit of any other person, (ii) solicit, initiate or
     encourage any Divestiture Bid (as defined below), (iii) enter into any
     agreement with respect to any Divestiture Bid, (iv) participate in any
     discussions or negotiations regarding, or furnish to any person any
     information with respect to, or take any action to facilitate any inquiries
     or the making of any proposal that constitutes or may reasonably be
     expected to lead to, any Divestiture Bid or (v) acquire any interest in any
     assets or businesses that are the subject of any Divestiture Bid or that
     are required to be divested pursuant to the decisions of the Antitrust
     Authority; provided, however, that the obligation in clause (i) hereof
     shall not extend to information required to be disclosed by law, regulation
     or legal process or to information that at the time of disclosure is
     generally known by third parties (other than as a result of a breach by BAC
     of its obligations hereunder). The term "Divestiture Bid" shall mean any
     proposal for a merger or other business combination, sale of securities,
     sale of assets, joint venture or similar transaction involving any of the
     assets or businesses required to be divested pursuant to the decisions of
     the Antitrust Authority described in Section 1(d) hereof or in relation
     with the final and complete implementation of the 2003 Authorization.

          (b) Notwithstanding any other provision of this Letter Agreement, it
     is understood and agreed that remedies at law would be inadequate in the
     case of

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                                                                               8


     any breach of the covenants contained in this Section 4 and that AmBev
     shall be entitled to equitable relief, including the remedy of specific
     performance, with respect to any breach or attempted breach of such
     covenants.

     5. Termination of Quinsa Shareholders Agreement; Nomination of Quinsa
Directors. Upon the consummation of the transactions to be carried out on the
Closing Date, but not before, (i) the Quinsa Shareholders Agreement shall
terminate and shall cease to be in force and effect and (ii) all rights of BAC
to nominate directors of Quinsa and of its subsidiaries will terminate, and as
promptly as practicable thereafter, including by means of calling a
shareholders' meeting, the Board of Directors of Quinsa and of each of its
subsidiaries shall be reconstituted to include only directors nominated or
approved by AmBev, subject to the rights, if any, of any person other than BAC
or its affiliates to nominate directors.

     6. Termination and Amendment of Certain Agreements. Notwithstanding any
amendments contemplated in this Letter Agreement in respect of the following
agreements:

          (a) Escrow Agreement. The Escrow Agreement shall not be terminated
     prior to the Closing Date, but shall terminate and shall cease to be in
     force and effect upon transfer of the Remaining Shares to AmBev on the
     Closing Date.

          (b) Share Transfer Agreement. The Share Transfer Agreement shall
     terminate and shall cease to be in force and effect not later than upon
     transfer of the Remaining Shares to AmBev on the Closing Date.

          (c) AmBev Governance Agreement. The AmBev Governance Agreement shall
     terminate and shall cease to be in force and effect not later than upon
     transfer of the Remaining Shares to AmBev on the Closing Date.

          (d) Stock Purchase Agreement. Upon transfer of the Remaining Shares to
     AmBev on the Closing Date, the Stock Purchase Agreement shall terminate and
     shall cease to be in force and effect, except for Section 7.02 and the
     Sections mentioned therein.

          (e) Registration Rights Agreement. Upon transfer of the Remaining
     Shares to AmBev on the Closing Date, the Registration Rights Agreement
     shall terminate and shall cease to be in force and effect.

          (f) Share Pledge Agreement. The parties hereby agree that the Share
     Pledge Agreement is hereby amended to add BAC's obligations under this
     Letter Agreement and any other agreement with AmBev currently in effect to
     the definition of "Secured Obligations" contained therein. Upon transfer of
     the Remaining Shares to AmBev on the Closing Date, BAC and AmBev will take
     any and all action necessary to release and terminate the pledge created by
     the Share Pledge Agreement.

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                                                                               9


     7. Termination of this Letter Agreement. This Letter Agreement shall
terminate on the Closing Date.

     8. Further Agreements. BAC and AmBev shall execute and deliver any other
agreements, instruments or other documents (including, without limitation,
amendments to the Quinsa Shareholders Agreement and the Share Pledge Agreement)
and shall take all other lawful action reasonably requested by either of them in
order to carry out and implement the agreements contained herein. AmBev agrees
that it will not, in a single transaction or series of related transactions,
consolidate, amalgamate or merge with or into, or directly and/or indirectly
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets taken as a whole in one or more
related transactions to another person unless the person formed by or surviving
any such consolidation, amalgamation or merger (if other than AmBev) or the
person to which such sale, assignment, transfer, lease, conveyance or other
disposition will have been made assumes all the obligations of AmBev to BAC
hereunder.

     9. Governing Law; Arbitration. 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 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 Section 8.10 of the Stock Purchase Agreement. This Section
9 shall survive the termination of this Letter Agreement.

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                                                                              10


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

                                        BEVERAGE ASSOCIATES (BAC) CORP.


                                        By:
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                                        Name:
                                              ----------------------------------
                                        Title:
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                                        COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV


                                        By:
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                                        Name:
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                                        Title:
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                                        By:
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                                        Name:
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                                        Title:
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                                        QUILMES INDUSTRIAL (QUINSA)
                                        SOCIETE ANONYME


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


                                        By:
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                                        Name:
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                                        Title:
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cc: William Engels
    Mark Bergman
    Diane Kerr
    David Mercado