<PAGE> 1
                                                   EXECUTION COPY
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                           INVESTMENT AGREEMENT



                               By and Among

                      ANHEUSER-BUSCH COMPANIES, INC.,

                    ANHEUSER-BUSCH INTERNATIONAL, INC.

                                    and

                ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC.



                                    and



                        GRUPO MODELO, S.A. DE C.V.,

                            DIBLO, S.A. DE C.V.

                                    and

                       CERTAIN SHAREHOLDERS THEREOF





                         Dated as of June 16, 1993

<PAGE> 2

<TABLE>
                             TABLE OF CONTENTS
                             -----------------
<S>                                                          <C>
I.      DEFINITIONS. . . . . . . . . . . . . . . . . . . . .  2

II.     TERMS OF THE SUBSCRIPTION OF SERIES P-C SHARES AND
        THE PURCHASE AND SALE OF INITIAL DIBLO COMMON SHARES

        2.1     Subscription of Series P-C Shares
                and Purchase and Sale of the Initial
                Diblo Common Shares. . . . . . . . . . . . .  7
        2.2     The Closing. . . . . . . . . . . . . . . . .  8
        2.3     Purchase Price . . . . . . . . . . . . . . .  8
        2.4     Deliveries at the Closing. . . . . . . . . .  8

III.    REPRESENTATIONS AND WARRANTIES OF THE G-MODELO
        SIGNATORIES

        3.1     Capital Stock of G-Modelo. . . . . . . . . . 11
        3.2     Capital Stock of Diblo and the G-Modelo
                Corporations . . . . . . . . . . . . . . . . 13
        3.3     USA Export . . . . . . . . . . . . . . . . . 15
        3.4     Power and Authority; Effect of Agreement . . 16
        3.5     Investments. . . . . . . . . . . . . . . . . 17
        3.6     Organization; Assets . . . . . . . . . . . . 17
        3.7     Financial Information. . . . . . . . . . . . 18
        3.8     Undisclosed Liabilities; Absence of
                Certain Changes. . . . . . . . . . . . . . . 19
        3.9     Title and Related Matters. . . . . . . . . . 20
        3.10    Patents, Trademarks, Etc.. . . . . . . . . . 20
        3.11    Litigation . . . . . . . . . . . . . . . . . 22
        3.12    Compliance with Laws . . . . . . . . . . . . 22
        3.13    Tax Matters. . . . . . . . . . . . . . . . . 23
        3.14    Shareholder Agreements . . . . . . . . . . . 24
        3.15    Consents . . . . . . . . . . . . . . . . . . 25
        3.16    Environmental Matters. . . . . . . . . . . . 25
        3.17    Absence of Certain Changes or Events . . . . 26
        3.18    Material Contracts . . . . . . . . . . . . . 26
        3.19    Employee Benefits; Employment Contracts. . . 27
        3.20    Real Property. . . . . . . . . . . . . . . . 28
        3.21    Tied House Prohibitions. . . . . . . . . . . 29
        3.22    Insurance. . . . . . . . . . . . . . . . . . 29

                                i

<PAGE> 3

IV.     REPRESENTATIONS AND WARRANTIES OF A-B, A-BI AND
        THE INVESTOR

        4.1     Corporate Power and Authority; Effect
                of Agreement . . . . . . . . . . . . . . . . 30
        4.2     Consents . . . . . . . . . . . . . . . . . . 31
        4.3     Availability of Funds. . . . . . . . . . . . 31
        4.4     Management of G-Modelo and the G-Modelo
                Corporations . . . . . . . . . . . . . . . . 31

V.      COVENANTS OF THE PARTIES

        5.1     Access to Information. . . . . . . . . . . . 32
        5.2     Further Assurances . . . . . . . . . . . . . 33
        5.3     Filings; Tax Returns . . . . . . . . . . . . 34
        5.4     Internal Reorganization. . . . . . . . . . . 35
        5.5     Election of A-B Director . . . . . . . . . . 36
        5.6     Environmental and Safety Laws. . . . . . . . 36
        5.7     USA Export Agreement . . . . . . . . . . . . 37
        5.8     Consummation of Public Offerings;
                Registration of Shares . . . . . . . . . . . 37
        5.9     Dividend Policies. . . . . . . . . . . . . . 38
        5.10    Equity Participations. . . . . . . . . . . . 41
        5.11    Operation of G-Modelo. . . . . . . . . . . . 41
        5.12    Government Officials . . . . . . . . . . . . 41
        5.13    Sale of Series C Shares to Employees . . . . 42
        5.14    Real Estate Transfers. . . . . . . . . . . . 42
        5.15    Technical Committees . . . . . . . . . . . . 42
        5.16    Failure by the Investor to Acquire
                all Diblo Option Shares. . . . . . . . . . . 43

VI.     TRANSFER, SALE AND PURCHASE RIGHTS

        6.1     General. . . . . . . . . . . . . . . . . . . 44
        6.2     Offer to Sell; Right of First Refusal. . . . 45
        6.3     The Investor's Option to Purchase
                Shares of G-Modelo Capital Stock . . . . . . 49
        6.4     The Investor's Option to Purchase
                Diblo Common Shares. . . . . . . . . . . . . 52
        6.5     Consequences of Failure to Convert
                Series P-C Shares. . . . . . . . . . . . . . 54
        6.6     Restriction on Dispositions to
                Competitors. . . . . . . . . . . . . . . . . 59
        6.7     Restrictions on Acquiring Series C
                Shares . . . . . . . . . . . . . . . . . . . 59
        6.8     Extension of Time Periods. . . . . . . . . . 59

                                ii

<PAGE> 4

VII.    BOARDS OF DIRECTORS; VOTING

        7.1     Boards of Directors. . . . . . . . . . . . . 60
        7.2     Corporate Actions. . . . . . . . . . . . . . 62

VIII.   CONDITIONS TO THE INVESTOR'S OBLIGATIONS

        8.1     Representations, Warranties of the
                G-Modelo Signatories . . . . . . . . . . . . 68
        8.2     No Prohibition . . . . . . . . . . . . . . . 68
        8.3     No Action. . . . . . . . . . . . . . . . . . 69
        8.4     HSR Act. . . . . . . . . . . . . . . . . . . 69
        8.5     Certificates . . . . . . . . . . . . . . . . 69
        8.6     Opinion. . . . . . . . . . . . . . . . . . . 69

IX.     CONDITIONS TO THE G-MODELO SIGNATORIES' AND THE
        BANAMEX TRUST'S OBLIGATIONS

        9.1     Representations and Warranties of A-B,
                A-BI and the Investor. . . . . . . . . . . . 69
        9.2     No Prohibition . . . . . . . . . . . . . . . 70
        9.3     No Action. . . . . . . . . . . . . . . . . . 70
        9.4     HSR Act. . . . . . . . . . . . . . . . . . . 70
        9.5     Certificates . . . . . . . . . . . . . . . . 70
        9.6     Opinion. . . . . . . . . . . . . . . . . . . 70

X.      INDEMNIFICATION

        10.1    The Controlling Shareholders', G-Modelo
                and Diblo Indemnification. . . . . . . . . . 71
        10.2    The Investor's Indemnification . . . . . . . 71
        10.3    Conditions of Indemnification. . . . . . . . 72
        10.4    Remedies Cumulative. . . . . . . . . . . . . 73

XI.     TERMINATION PRIOR TO CLOSING

        11.1    Termination. . . . . . . . . . . . . . . . . 73
        11.2    Procedure and Effect of Termination. . . . . 74

XII.    DISPUTE RESOLUTION

        12.1    Arbitration. . . . . . . . . . . . . . . . . 75
        12.2    Business Disagreements . . . . . . . . . . . 76

XIII.   MISCELLANEOUS

        13.1    Survival of Representations, Warranties
                and Covenants. . . . . . . . . . . . . . . . 78
        13.2    Entire Agreement . . . . . . . . . . . . . . 78

                                iii

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        13.3    Successors and Assigns . . . . . . . . . . . 78
        13.4    Counterparts . . . . . . . . . . . . . . . . 79
        13.5    Interpretation . . . . . . . . . . . . . . . 79
        13.6    Amendment and Modification . . . . . . . . . 79
        13.7    Waiver of Compliance; Consents . . . . . . . 79
        13.8    Broker's Fees. . . . . . . . . . . . . . . . 80
        13.9    Expenses . . . . . . . . . . . . . . . . . . 80
        13.10   Notices. . . . . . . . . . . . . . . . . . . 80
        13.11   Governing Law. . . . . . . . . . . . . . . . 82
        13.12   Public Announcements . . . . . . . . . . . . 82


SIGNATURES       . . . . . . . . . . . . . . . . . . . . . . 83


EXHIBIT A  --   Capital Stock of G-Modelo as of
                Closing
EXHIBIT B  --   Calculation of G-Modelo Free Cash
                Flow
EXHIBIT C  --   Procermex Pricing Policies
EXHIBIT D  --   Opinion of Santamarina Y Steta, S.C.
EXHIBIT E  --   Opinion of Stephen J. Volland, Esq.,
                Senior Associate General Counsel of
                Anheuser-Busch Companies, Inc.
EXHIBIT F  --   Opinion of Skadden, Arps, Slate,
                Meagher & Flom
EXHIBIT G  --   Opinion of Creel, Garcia-Cuellar y
                Muggenburg


SCHEDULES
---------

        Schedule 3.2(a)
        Schedule 3.2(c)
        Schedule 3.10
        Schedule 3.11
        Schedule 3.17
        Schedule 3.18
        Schedule 3.19
</TABLE>

                                iv

<PAGE> 6

                         INVESTMENT AGREEMENT


               THIS INVESTMENT AGREEMENT, made and entered
     into as of this 16th day of June, 1993, by and among
     ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation
     ("A-B"), ANHEUSER-BUSCH INTERNATIONAL, INC., a Delaware
     corporation ("A-BI"), ANHEUSER-BUSCH INTERNATIONAL HOLD-
     INGS, INC., a Delaware corporation (the "Investor"), and
     the other signatories hereto set forth on the signature
     pages of this Investment Agreement (such signatories
     other than the Option Trust and the Banamex Trust are
     hereinafter referred to collectively as the "G-Modelo
     Signatories");

                         W I T N E S S E T H:
                         - - - - - - - - - -

               WHEREAS, Srs. Antonino Fernandez R., Pablo
     Aramburuzabala, Nemesio Diez R., Juan Sanchez-Navarro y
     P. and Valentin Diez M. have transferred and caused each
     of the other shareholders (collectively, the "Controlling
     Shareholders") of Diblo, S.A. de C.V., a Mexican corpora-
     tion ("Diblo"), to transfer to Grupo Modelo, S.A. de
     C.V., a Mexican corporation ("G-Modelo"), approximately
     75 percent of the issued and outstanding shares of capi-
     tal stock of Diblo, in exchange for 169,701,202 common
     shares of G-Modelo; and

               WHEREAS, the Controlling Shareholders have
     caused each of Consorcio Distributivo, S.A. de C.V., a
     Mexican corporation ("Consorcio"), and Expansion Inte-
     gral, S.A. de C.V., a Mexican corporation ("Expansion"),
     to merge into Diblo, which is now the owner of all of the
     outstanding shares of capital stock of all of the former
     subsidiaries of Consorcio and Expansion which the latter
     two owned prior to such merger; and

               WHEREAS, A-B and the Controlling Shareholders
     desire to create an association or joint venture to
     conduct and expand G-Modelo's and Diblo's current busi-
     nesses, which shall be managed by the Controlling Share-
     holders, with the participation of A-B, A-BI and the
     Investor as provided in this Agreement; and

               WHEREAS, in furtherance of and in consideration
     for the creation of such association or joint venture,
     the Investor desires, among other things, (i) to sub-
     scribe and fully pay for 20,323,498 shares of Series P-C
     Convertible Preferred Stock, no par value (the "Series P-

<PAGE> 7

     C Shares"), of G-Modelo, representing all of the autho-
     rized Series PC Shares of GModelo, which Series P-C
     Shares represent in excess of 10 percent of the total
     outstanding capital stock of G-Modelo and which shall be
     part of G-Modelo's Class II capital stock, and (ii) to
     purchase from Banco Nacional de Mexico, S.A., as Trustee
     of the Trust (the "Banamex Trust") established under the
     Trust Agreement dated as of November 28, 1991, as amended
     and restated on June 11, 1993 (the "Banamex Trust Agree-
     ment"), among the Controlling Shareholders and the Trust-
     ee of the Banamex Trust, and the Trustee of the Banamex
     Trust desires to sell to the Investor, 24,329,922 shares
     (the "Initial Diblo Shares") of Series B Common Stock, no
     par value (the "Diblo Series B Shares"), of Diblo, which
     Initial Diblo Shares represent in excess of 10 percent of
     the total outstanding capital stock of Diblo and which
     shall be part of Diblo's Class II capital stock;

               NOW, THEREFORE, in consideration of the forego-
     ing premises and the respective representations, warran-
     ties, covenants and agreements, and upon the terms and
     subject to the conditions hereinafter set forth, and
     intending to be legally bound hereby the parties do
     hereby agree as follows:

                              ARTICLE I

                             DEFINITIONS
                             -----------
                Capitalized terms used herein shall have the
     meaning ascribed to them in this Article I unless such
     terms are defined elsewhere in this Agreement.

               1.1.  A-B.  "A-B" shall have the meaning set
                     ---
     forth in the first paragraph of this Agreement.

               1.2.  A-BI.  "A-BI" shall have the meaning set
                     ----
     forth in the first paragraph of this Agreement.

               1.3.  Amended Diblo By-laws.  "Amended Diblo
                     ---------------------
     By-laws" shall mean the By-laws of Diblo as amended and
     provided to the Investor pursuant to Section 2.4(b)(v).

               1.4.  Amended G-Modelo By-laws.  "Amended
                     ------------------------
     G-Modelo By-laws" shall mean the By-laws of G-Modelo as
     amended and provided to the Investor pursuant to Section
     2.4(b)(v).

                                2

<PAGE> 8

               1.5.  Banamex Trust.  "Banamex Trust" shall
                     -------------
     have the meaning set forth in the fourth preamble of this
     Agreement.

               1.6.  Banamex Trust Agreement.  "Banamex Trust
                     -----------------------
     Agreement" shall have the meaning set forth in the fourth
     preamble of this Agreement.

               1.7.  Closing.  "Closing" shall mean the com-
                     -------
     pletion of the purchase and sale of the Series P-C Shares
     and the Initial Diblo Shares.

               1.8.  Closing Date.  "Closing Date" shall mean
                     ------------
     the date on which the Closing occurs.

               1.9.  C&L.  "C&L" shall mean Despacho Roberto
                     ---
     Casas Alatriste, S.C., the Mexican affiliate of Coopers &
     Lybrand, independent certified public accountants for
     G-Modelo and the G-Modelo Corporations or such other
     Mexican affiliate of a "Big 6" international accounting
     firm appointed by the G-Modelo Board of Directors to
     audit the accounts of G-Modelo and the G-Modelo Corpora-
     tions.

               1.10.  Consorcio.  "Consorcio" shall have the
                      ---------
     meaning set forth in the second preamble of this Agreement.

               1.11.  Controlling Shareholders.  "Controlling
                      ------------------------
     Shareholders" shall have the meaning set forth in the
     first preamble of this Agreement.

               1.12.  Control Trust.  "Control Trust" shall
                      -------------
     mean the trust established under the Control Trust Agree-
     ment.

               1.13.  Control Trust Agreement.  "Control Trust
                      -----------------------
     Agreement" shall mean the agreement dated as of June 11,
     1993, among the Controlling Shareholders, A-B and Banco
     Nacional de Mexico, S.A., as Trustee for the Control Trust.

               1.14.  Diblo.  "Diblo"  shall have the meaning
                      -----
     set forth in the first preamble of this Agreement.

               1.15.  Diblo Series A Shares.  "Diblo Series A
                      ---------------------
     Shares" shall be the Class I authorized shares of Series
     A Common Stock, no par value, of Diblo.

                                3

<PAGE> 9

               1.16.  Diblo Series B Shares.  "Diblo Series B
                      ---------------------
     Shares" shall have the meaning set forth in the fourth
     preamble of this Agreement.

               1.17.  Diblo P-C Shares.  "Diblo P-C Shares"
                      ----------------
     shall mean the Class II authorized shares of Series P-C
     Convertible Preferred Stock, no par value, of Diblo.

               1.18.  Encumbrances.  "Encumbrances" shall mean
                      ------------
     all liens, claims, options, security interests or other
     encumbrances of any character whatsoever.

               1.19.  Expansion.  "Expansion" shall have the
                      ---------
     meaning set forth in the second preamble of this Agree-
     ment.

               1.20.  Free Exchange Rate.  "Free Exchange
                      ------------------
     Rate" shall mean the average of the U.S. dollar/Mexican
     Peso free exchange rates for the sale of U.S. dollars
     based on the amount of money to be converted quoted by
     Banco Nacional de Mexico, S.A. and Bancomer, S.A. at
     10:00 a.m. on the date of payment for which such free
     exchange rate is being used.

               1.21.  G-Modelo.  "G-Modelo" shall have the
                      --------
     meaning set forth in the first preamble of this Agree-
     ment.

               1.22.  G-Modelo Corporations.  "G-Modelo Corpo-
                      ---------------------
     rations" shall mean Diblo and the other Subsidiaries of
     G-Modelo.

               1.23.  G-Modelo Signatories.  "G-Modelo Signa-
                      --------------------
     tories" shall have the meaning set forth in the first
     paragraph of this Agreement.

               1.24.  Heads of Agreement.  "Heads of Agree
                      ------------------
     ment" shall mean the Heads of Agreement dated as of March
     24, 1993, among A-B, A-BI, G-Modelo, Diblo and certain
     Controlling Shareholders.

               1.25.  HSR Act.  "HSR Act" shall mean the
                      -------
     Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended.

                                4

<PAGE> 10

               1.26.  Initial Diblo Shares.  "Initial Diblo
                      --------------------
     Shares" shall have the meaning set forth in the fourth
     preamble of this Agreement.

               1.27.  Internacionales.  "Internacionales"
                      ---------------
     shall mean Cervezas Internacionales, S.A. de C.V., a
     Mexican corporation and a Subsidiary of Diblo.

               1.28.  Investor.  "Investor" shall have the
                      --------
     meaning set forth in  the first paragraph of this Agree-
     ment.

               1.29.  LRMI.  "LRMI" shall mean the Law and
                      ----
     Regulations to Promote Mexican Investment and Regulate
     Foreign Investment.

               1.30.  Mexican GAAP.  "Mexican GAAP" shall
                      ------------
     mean Mexican generally accepted accounting principles.

               1.31.  Mexican Pesos.  "Mexican Pesos" shall
                      -------------
     mean New Mexican pesos as of the date of this Agreement.

               1.32.  Option Shares.  "Option Shares" shall
                      -------------
     have the meaning set forth in Section 6.3.

               1.33.  Option Trust.  "Option Trust" shall mean
                      ------------
     the trust established under the Option Trust Agreement.

               1.34.  Option Trust Agreement.  "Option Trust
                      ----------------------
     Agreement" shall mean the agreement dated as of June 11,
     1993, among the Controlling Shareholders and Banco
     Nacional de Mexico, S.A., as Trustee for the Option
     Trust.

               1.35.  Person.  The term "person" shall mean
                      ------
     and include an individual, a partnership, a joint ven-
     ture, a corporation, a trust, an unincorporated organiza-
     tion and a government or any department or agency there-
     of.

               1.36.  Prime Rate.  "Prime Rate" shall mean the
                      ----------
     rate published by the New York City Branch of Citibank,
     N.A. as its prime rate on the date on which interest is
     to begin to accrue.

                                5

<PAGE> 11

               1.37.  PW.  "PW" shall mean Price Waterhouse,
                      --
     independent certified public accountants for A-B and its
     Subsidiaries or such other "Big 6" international account-
     ing firm appointed by the A-B Board of Directors to audit
     the accounts of A-B and its Subsidiaries.

               1.38.  Real Estate Trust.  "Real Estate Trust"
                      -----------------
     shall mean the trust established under the Real Estate
     Trust Agreement.

               1.39.  Real Estate Trust Agreement. "Real
                      ---------------------------
     Estate Trust Agreement" shall mean the agreement dated as
     of January 22, 1993, among Diblo and Banco Nacional de
     Mexico, S.A., as Trustee of the Real Estate Trust.

               1.40.  Related Person.  "Related Person" shall
                      --------------
     mean when used in reference to any other Person any
     Person who owns or holds ten percent or more of the
     outstanding capital stock of such other Person or is an
     officer, director or sole administrator of such other
     Person or in the case of a natural Person, his spouse,
     his or his spouse's children (including by adoption), his
     siblings (including half and step siblings), his estate
     and any trust entirely for the benefit of any one or more
     of himself or any of the foregoing individuals.

               1.41.  Series A Shares.  "Series A Shares"
                      ---------------
     shall mean the Class I and Class II authorized shares of
     Series A Common Stock, no par value, of G-Modelo.

               1.42.  Series B Shares.  "Series B Shares"
                      ---------------
     shall mean the 71,376,124 Class II shares of Series B
     Common Stock, no par value, of G-Modelo authorized for
     issuance upon conversion of shares of G-Modelo capital
     stock as provided in the Amended G-Modelo By-laws.

               1.43.  Series C Shares.  "Series C Shares"
                      ---------------
     shall mean the 40,646,995 authorized Class II shares of
     Series C Non-Voting Stock, no par value, of G-Modelo.

               1.44.  Series P-C Shares.  "Series P-C Shares"
                      -----------------
     shall have the meaning set forth in the fourth preamble
     of this Agreement.

               1.45.  Subsidiary.  The term "Subsidiary" when
                      ----------
     used in reference to any other Person shall mean (x) any
     corporation of which 50 percent or more of the outstand-

                                6

<PAGE> 12

     ing capital stock is owned, directly or indirectly, by
     such other Person, or (y) any corporation of which out-
     standing securities having ordinary voting power to elect
     a majority of the members of the Board of Directors of
     such corporation are owned, directly or indirectly, by
     such other Person, or (z) any Person or entity, directly
     or indirectly, controlling, controlled by or under common
     control with such other Person.

               1.46.  USA Export.  "USA Export" shall mean
                      ----------
     Extrade, S.A. de C.V., a Mexican corporation formed by
     certain Controlling Shareholders prior to Closing as con-
     templated in Section 2.4(b)(ii).

               1.47.  U.S. GAAP.  "U.S. GAAP" shall mean
                      ---------
     United States generally accepted accounting principles.

               1.48.  Other Definitional Provisions.  Whenever
                      -----------------------------
     the context so requires, each of the neuter, masculine or
     feminine forms of any pronoun shall include all such
     forms. When used in this Agreement, the phrase "to the
     Controlling Shareholders' best knowledge after due inqui-
     ry" shall mean the collective knowledge of all of the
     Controlling Shareholders after at least one of the Con-
     trolling Shareholders has made due inquiry of one or more
     employees or representatives of G-Modelo or a G-Modelo
     Corporation who has access to or knowledge of the infor-
     mation being sought.  When used in this Agreement, the
     phrase "consolidated after-tax net earnings" of G-Modelo
     calculated in accordance with Mexican GAAP shall mean
     "utilidad neta consolidada."

                               ARTICLE II

                  TERMS OF THE SUBSCRIPTION OF SERIES
                P-C SHARES AND THE PURCHASE AND SALE OF
                      INITIAL DIBLO COMMON SHARES
                ---------------------------------------

               2.1.  Subscription of Series P-C Shares and
                     -------------------------------------
     Purchase and Sale of the Initial Diblo Common Shares.
     ----------------------------------------------------
     Upon the terms and subject to the conditions of this
     Agreement, at the Closing (i) G-Modelo shall sell to the
     Investor, and the Investor shall subscribe and purchase
     from G-Modelo, the Series P-C Shares and (ii) the Trustee
     of the Banamex Trust shall sell to the Investor, and the
     Investor shall purchase from the Banamex Trust, the

                                7

<PAGE> 13

     Initial Diblo Shares (which shall be "ex" the previously
     declared dividend that is referred to in clause (iv) of
     paragraph (b) of Section 2.04).

               2.2.  The Closing.  The Closing of the transac-
                     -----------
     tions contemplated by this Article II shall take place at
     the offices of G-Modelo, Campos Eliseos 400, 19th Floor,
     Colonia Lomas de Chapultepec, 11000 Mexico, D.F., com-
     mencing at 11:00 a.m. (Mexico time) on the date hereof
     provided that all of the conditions to the parties'
     obligations set forth in Articles VIII and IX have been
     satisfied or waived or such other place, time and date as
     the Controlling Shareholders and the Investor may mutual-
     ly agree upon.  All matters at Closing shall be consid-
     ered to take place simultaneously and no delivery of any
     document shall be deemed complete until all transactions
     and deliveries of documents are completed.

               2.3.  Purchase Price.  The aggregate purchase
                     --------------
     price to be paid by the Investor for the Series P-C
     Shares (the "Series P-C Purchase Price") shall be 207.225
     million United States dollars and the aggregate purchase
     price to be paid by the Investor for the Initial Diblo
     Shares (the "Diblo Purchase Price") shall be 270 million
     United States dollars.  Payment of the Series P-C Pur-
     chase Price and the Diblo Purchase Price shall be made at
     the Closing by the Investor in immediately available
     United States funds.

               2.4.  Deliveries at the Closing.
                     -------------------------
                    (a)  Deliveries by the Investor.  At the
                         --------------------------
     Closing, the Investor or A-B shall deliver or cause to be
     delivered the following:

                         (i) the Series P-C Purchase
          Price to G-Modelo and the Diblo Purchase Price
          to the Banamex Trust;

                        (ii) copies of a duly executed
          amendment to the Distribution Agreement dated
          as of the Closing Date between A-B and Interna
          cionales (the "Internacionales Distribution
          Agreement"), providing, among other things,
          that, subject to the terms and conditions
          thereof, for so long as the Investor owns ten
          per cent or more of the total outstanding shares of

                                8

<PAGE> 14

          G-Modelo capital stock, Internacionales shall
          continue to be the exclusive distributor of A-B
          beers in Mexico;

                        (iii)  the opinions referred to in
          Section 9.6; and

                        (iv)  any other documents, in-
          struments and writings required to be delivered
          by the Investor at or prior to the Closing
          pursuant to the terms of this Agreement.

                    (b)  Deliveries by the G-Modelo Signato-
                         ----------------------------------
     ries, the Banamex Trust and the Option Trust.  At the
     --------------------------------------------
     Closing, the Controlling Shareholders, the Banamex Trust
     and the Option Trust shall deliver or cause to be deliv-
     ered the following:

                         (i)  stock certificates repre-
          senting the Series P-C Shares registered in the
          name of the Investor and the Initial Diblo
          Shares, duly endorsed in the name of the Inves-
          tor;

                        (ii)  a certificate of the appro-
          priate officer of Diblo certifying (A) the
          completion of the transfer to USA Export of the
          exclusive rights of Diblo for the export of
          G-Modelo beers to the United States upon the
          terms set forth in the agreement between USA
          Export and the applicable G-Modelo Corporations
          (the "USA Export Agreement"),(B) the Certif-
          icate of Incorporation and By-laws of USA Ex-
          port and (C) the USA Export Agreement as in
          effect on the Closing Date duly executed by the
          parties thereto;

                       (iii)  a certificate of an appro-
          priate officer of G-Modelo certifying (x) the
          exact amount of the dividend declared out of
          the consolidated after-tax net earnings of G-
          Modelo calculated in accordance with Mexican
          GAAP, which dividend will be 484,440,235.90
          Mexican Pesos which is the Mexican Peso equiva-
          lent of 155.4 million United States dollars
          based upon an agreed Free Exchange Rate of
          3.1170 Mexican Pesos per United States dollar

                                9

<PAGE> 15

          for this purpose, (y) the date of declaration
          of such dividend and (z) the date of payment of
          such dividend (which shall be payable to G-Mod-
          elo's shareholders of record on the date of
          such declaration);

                        (iv)  a certificate of an appro-
          priate officer of Diblo certifying (x) the
          exact amount of the dividend declared out of
          the consolidated after-tax net earnings of
          Diblo calculated in accordance with Mexican
          GAAP, which dividend will be 645,920,325 Mexi-
          can Pesos based upon an agreed Free Exchange
          Rate of 3.1170 Mexican Pesos per United States
          dollar for this purpose, (y) the date of dec-
          laration of such dividend, and (z) the date of
          payment of such dividend (which shall be pay-
          able to Diblo's shareholders of record on the
          date of such declaration);

                         (v)  a copy of the Amended G-Mo-
          delo By-laws as in effect on the Closing Date
          certified by the Secretary of G-Modelo and the
          Amended Diblo By-laws as in effect on the Clos-
          ing Date certified by the Secretary of Diblo;

                        (vi)  Powers of Attorney granting
          one or more of the Controlling Shareholders the
          power and authority to act on behalf of those
          Controlling Shareholders who have executed this
          Agreement by power of attorney, which Control-
          ling Shareholders together with the Controlling
          Shareholders who have directly executed this
          Agreement own or control at least 99 percent of
          the capital stock of G-Modelo;

                       (vii)  the opinion referred to in
          Section 8.6;

                      (viii)  copies of the duly executed
          Control Trust Agreement, the Banamex Trust
          Agreement, the Option Trust Agreement and the
          Real Estate Trust Agreement, in each case as in
          effect on the Closing Date;

                        (ix)  Designation as Trustee
          Delegate authorizing the representative of

                                10

<PAGE> 16

          Banco Nacional de Mexico, S.A. on behalf of each of
          the Banamex Trust and the Option Trust to execute
          the Banamex Trust Agreement and the Option Trust
          Agreement, respectively, and this Agreement and of
          the Control Trust to execute the Control Trust
          Agreement; and

                         (x)  any other documents, in-
          struments and writings required to be delivered
          by the G-Modelo Signatories, the Banamex Trust
          or the Option Trust at or prior to the Closing
          pursuant to the terms of this Agreement.


                               ARTICLE III

                      REPRESENTATIONS AND WARRANTIES
                        OF THE G-MODELO SIGNATORIES
                      ------------------------------

               Each of the G-Modelo Signatories, jointly and
     severally, represents and warrants to A-B, A-BI and the
     Investor as follows:

               3.1.  Capital Stock of G-Modelo.
                     -------------------------

                    (a)  Other than as set forth on Exhibit A,
     there are no authorized, issued or outstanding securities
     of G-Modelo.  The Series A Shares and the Series C Shares
     are owned of record as set forth on Exhibit A, free and
     clear of all Encumbrances, except as set forth in this
     Agreement.  All of the Series A Shares and the Series C
     Shares have been duly and validly authorized and issued,
     and all of such shares, other than those Series C Shares
     held in G-Modelo's treasury for issuance to the public in
     accordance with Section 5.8 or to executive employees of
     the G-Modelo Corporations in accordance with Section
     5.13, are fully paid and nonassessable, and, upon payment
     for the treasury shares in connection with such issuanc-
     es, such treasury shares will be outstanding, fully paid
     and nonassessable.  The Series B Shares have been duly
     and validly authorized for issuance upon conversion of
     shares of G-Modelo capital stock pursuant to the Amended
     G-Modelo By-laws, are free of pre-emptive rights and none
     of such shares have been issued.  The Series P-C Shares
     have been duly and validly authorized and, upon payment
     therefor as provided in this Agreement, will be validly
     issued and outstanding, fully paid and nonassessable.

                                11

<PAGE> 17

     Except as provided in this Agreement, the Control Trust
     Agreement and the Option Trust Agreement, there is no
     subscription, option, warrant, call, right, contract,
     agreement, commitment, understanding or arrangement with
     respect to the issuance, sale, delivery or transfer of
     the capital stock of G-Modelo, including any right of
     conversion or exchange under any security or other in-
     strument.  Each of the persons listed on Exhibit A has
     good and marketable title to the shares listed next to
     such person's name on Exhibit A, and the Investor will
     receive good and marketable title to the Series P-C
     Shares, free and clear of all Encumbrances, except as set
     forth in this Agreement.

                    (b)  Upon the conversion, if any, by the
     Investor of the Series P-C Shares into Series B Shares
     pursuant to the terms of the Series P-C Shares, the
     Investor will receive good and marketable title to the
     Series B Shares free and clear of all Encumbrances,
     except as set forth in this Agreement.

                    (c)  Upon the purchase of the Option
     Shares at the Option Closing (as such term is defined in
     Section 6.3) pursuant to Section 6.3, the Investor or its
     authorized designee, if any, will receive good and mar-
     ketable title to the Option Shares free and clear of all
     Encumbrances, except as set forth in this Agreement.

                    (d)  Upon the purchase of Series A Shares
     at a Purchase Right Closing (as such term is defined in
     Section 6.2) pursuant to Section 6.2, the Investor or its
     authorized designee, if any, will receive good and mar-
     ketable title to such Series A Shares free and clear of
     all Encumbrances, except as set forth in this Agreement.

                    (e)  Except as provided in this Agreement,
     the Control Trust Agreement and the Amended G-Modelo By-
     laws, the Control Trust is not a party to any subscrip-
     tion, option, warrant, call, right, contract, agreement,
     commitment, understanding or arrangement with respect to
     the sale, delivery or transfer of the Series A Shares
     held by the Control Trust, including any right of conver-
     sion or exchange under any security or other instrument.
     Except as provided in this Agreement, the Option Trust
     Agreement and the Amended G-Modelo By-laws, the Option
     Trust is not a party to any subscription, option, war-
     rant, call, right, contract, agreement, commitment,

                                12

<PAGE> 18

     understanding or arrangement with respect to the sale,
     delivery or transfer of the Series A Shares held by the
     Option Trust, including any right of conversion or ex-
     change under any security or other instrument.  Each of
     the Control Trust and the Option Trust has good and mar-
     ketable title to the Series A Shares held in trust by it,
     free and clear of all Encumbrances, except as set forth
     in this Agreement.

               3.2.  Capital Stock of Diblo and the G-Modelo
                     ---------------------------------------
     Corporations.
     ------------
                    (a)  The authorized capital stock of Diblo
     is variable with a minimum fixed capital of 1,428,804,61-
     4.20 Mexican Pesos and a variable capital, which as of
     the Closing Date, equals 1,122,188,515.70 Mexican Pesos.
     The total capital is divided into (i) 226,268,273 shares
     of Diblo common stock, all of which shares are issued and
     outstanding, 169,701,206 of which shares are designated
     as Class I Diblo Series A Shares which represent the
     minimum fixed capital and 56,567,067 of which shares are
     designated as Class II Diblo Series B Shares and (ii)
     17,030,940 Diblo P-C Shares, all of which shares are
     issued and outstanding and are designated as Class II
     shares and which together with the Class II Diblo Series
     B Shares represent the variable capital. The Diblo Series
     A Shares and the Diblo Series B Shares (collectively, the
     "Diblo Common Shares") and the Diblo P-C shares are owned
     of record as set forth on Schedule 3.2(a).  All Diblo
     Common Shares have been duly and validly authorized and
     issued, are fully paid and nonassessable, and are owned
     of record as set forth on Schedule 3.2(a) free and clear
     of all Encumbrances, except as set forth in this Agree-
     ment.  All Diblo P-C Shares have been duly and validly
     authorized and issued, and upon payment therefor immedi-
     ately after the Closing will be fully paid and nonassess-
     able, and are owned by G-Modelo free and clear of Encum-
     brances.  Other than the Diblo Common Shares and the
     Diblo P-C Shares, there are no authorized, issued or out-
     standing securities of Diblo.  Except as provided in this
     Agreement and the Banamex Trust Agreement, there is no
     subscription, option, warrant, call, right, contract,
     agreement, commitment, understanding or arrangement with
     respect to the issuance, sale, delivery or transfer of
     the capital stock of Diblo, including any right of con-
     version or exchange under any security or other instru-
     ment.  Each of G-Modelo and the Banamex Trust has good

                                13

<PAGE> 19

     and marketable title to the Diblo Common Shares and, in
     the case of G-Modelo, the Diblo P-C Shares owned by it,
     and at the Closing the Investor will receive good and
     marketable title to the Initial Diblo Shares, free and
     clear of all Encumbrances, except as set forth in this
     Agreement.

                    (b)  Upon the purchase of the Diblo Option
     Shares at the Diblo Option Closing (as such terms are
     defined in Section 6.4) pursuant to Section 6.4, the
     Investor or its authorized designee, if any, will receive
     good and marketable title to the Diblo Option Shares free
     and clear of all Encumbrances, except as set forth in
     this Agreement.

                    (c)  For each of the G-Modelo Corpora-
     tions, Schedule 3.2(c) identifies (i) the names of the
     directors or sole administrator, as the case may be, (ii)
     the authorized capital for such corporation, divided
     between minimum fixed capital and variable capital, (iii)
     the number of such shares which are issued and outstand-
     ing, together with the number of treasury shares, if any,
     and (iv) the names of all record holders of such issued
     and outstanding shares (indicating the number of shares
     owned).  Each of the G-Modelo Corporations has good and
     marketable title to the shares of capital stock of the G-
     Modelo Corporations owned by it, free and clear of all
     Encumbrances.  All of the shares of capital stock of the
     G-Modelo Corporations are duly and validly authorized and
     issued, fully paid and nonassessable.  Except as provided
     in this Agreement, there is no subscription, option, war-
     rant, call, right, contract, agreement, commitment,
     understanding or arrangement with respect to the issu-
     ance, sale, delivery or transfer of any of the shares of
     the capital stock of the G-Modelo Corporations, including
     any right of conversion or exchange under any security or
     other instrument.  As promptly as practicable, the Con-
     trolling Shareholders agree to identify the relationship,
     if any, of the shareholders, the directors or the sole
     administrator of the G-Modelo Corporations identified on
     Schedule 3.2(c) to Srs. Antonino Fernandez R., Pablo
     Aramburuzabala, Nemesio Diez R., Juan Sanchez-Navarro y
     P. or Valentin Diez M. and to provide such information to
     A-B.

                    (d)  Except as provided in this Agreement
     and the Banamex Trust Agreement, the Banamex Trust is not

                                14

<PAGE> 20

     a party to any subscription, option, warrant, call,
     right, contract, agreement, commitment, understanding or
     arrangement with respect to the sale, delivery or trans-
     fer of the Diblo Series B Shares held by the Banamex
     Trust, including any right of conversion or exchange
     under any security or other instrument.  The Banamex
     Trust has good and marketable title to the Diblo Series B
     Shares held in trust by it, free and clear of all Encum-
     brances, except as set forth in this Agreement.

               3.3.  USA Export.  All of the shares of capital
                     ----------
     stock of USA Export are duly and validly authorized and
     issued, fully paid and nonassessable and owned of record
     and beneficially by certain of the Controlling Sharehold-
     ers.  Except as provided in this Agreement, there is no
     subscription, option, warrant, call, right, contract,
     agreement, commitment, understanding or arrangement with
     respect to the issuance, sale, delivery or transfer of
     the capital stock of USA Export, including any right of
     conversion or exchange under any security or other in-
     strument.  All of the exclusive rights of Diblo for the
     export of G-Modelo beers to the United States have been
     transferred to USA Export.  USA Export had all requisite
     power and authority (corporate or otherwise) to execute,
     deliver and perform the USA Export Agreement and to
     consummate the transactions contemplated thereby.  The
     execution, delivery and performance of the USA Export
     Agreement by USA Export and the consummation by USA
     Export of its obligations thereunder have been duly
     authorized by all necessary corporate action and no other
     corporate proceedings on the part of the Board of Direc-
     tors or shareholders of USA Export is necessary to autho-
     rize the USA Export Agreement or to consummate the trans-
     action contemplated thereby.  The USA Export Agreement
     has been duly and validly executed and delivered by the
     G-Modelo Corporations which are parties thereto and USA
     Export and constitutes the valid and binding obligation
     of each of them, enforceable against each of them in
     accordance with its terms.  None of A-B, A-BI, the Inves-
     tor or any of their respective affiliates has any owner-
     ship interest in USA Export or ability to influence or
     control any of the policies or decisions of the Board of
     Directors or management of USA Export.

                                15

<PAGE> 21

               3.4.  Power and Authority; Effect of Agreement.
                     ----------------------------------------
                    (a)  Each of the G-Modelo Signatories has
     all requisite power and authority (corporate or other-
     wise) to execute, deliver and perform this Agreement and
     to consummate the transactions contemplated hereby.  The
     execution, delivery and performance by the corporate
     G-Modelo Signatories of their obligations under this
     Agreement and the consummation by them of the transac-
     tions contemplated hereby have been duly authorized by
     the Board of Directors and shareholders, as applicable,
     of each corporate G-Modelo Signatory, and no other corpo-
     rate action or proceeding on the part of such corporation
     or its shareholders is necessary to authorize this Agree-
     ment or the consummation of any of the transactions
     contemplated hereby.  This Agreement has been duly and
     validly executed and delivered by the G-Modelo Signato-
     ries and constitutes the valid and binding obligation of
     each of the G-Modelo Signatories, enforceable against
     each of them in accordance with its terms.

                    (b)  One or more of the Controlling Share-
     holders has full legal power and authority to act on
     behalf of those Controlling Shareholders who have exe-
     cuted this Agreement by power of attorney, which Control-
     ling Shareholders together with the Controlling Share-
     holders who have directly executed this Agreement own or
     control at least 99 percent of the capital stock of G-
     Modelo.

                    (c)  As of the date hereof, a majority of
     the members of the technical committees of the Control
     Trust, the Banamex Trust and the Option Trust are Con-
     trolling Shareholders or will otherwise be bound by the
     terms of this Agreement.

                    (d)  The execution, delivery and perfor-
     mance by the G-Modelo Signatories of this Agreement and
     the consummation by the G-Modelo Signatories of the
     transactions contemplated hereby does not and will not,
     with or without the giving of notice or the lapse of
     time, or both, (i) violate any law, rule or regulation to
     which any G-Modelo Signatory or any of its respective
     assets is subject, (ii) violate any order, writ, injunc-
     tion, judgment or decree applicable to any G-Modelo
     Signatory or any of its respective assets or properties,
     or (iii) conflict with, or result in a breach of or

                                16

<PAGE> 22

     default under, or give rise to any right of termination,
     cancellation or acceleration under (A) any term or condi-
     tion of the Certificate of Incorporation, the By-Laws, or
     other similar charter documents, of any corporate G-Mode-
     lo Signatory, or (B) any of the terms, conditions or
     provisions of any note, bond, mortgage, indenture or
     material lease, license, agreement or other material
     instrument to which any G-Modelo Signatory is a party or
     by which any of them or any of their respective assets
     may be bound; except with respect to clauses (i), (ii)
     and (iii)(B) above, for violations, conflicts, breaches
     or defaults which in the aggregate would not materially
     hinder or impair any G-Modelo Signatory's ability to
     consummate the transactions contemplated hereby.

               3.5.  Investments.  The corporations, partner-
                     -----------
     ships, joint ventures or other entities in which G-Modelo
     or any of the G-Modelo Corporations has, or pursuant to
     any agreement will have, individually or in the aggre-
     gate, directly or indirectly, the right to acquire by any
     means, an equity interest or investment exceeding ten
     percent of the equity capital thereof (other than the
     G-Modelo Corporations) (the "G-Modelo Investments"), in
     the aggregate, are not material to the business, assets,
     operations, prospects or financial condition of G-Modelo
     and the G-Modelo Corporations, taken as a whole.

               3.6.  Organization; Assets.
                     --------------------

                    (a)  Each of G-Modelo, the G-Modelo Corpo-
     rations and USA Export is a corporation duly organized,
     validly existing and in good standing under the laws of
     the jurisdiction of its incorporation, and each has all
     requisite corporate power and authority to own, lease and
     operate its properties and to carry on its business as
     now being conducted.  G-Modelo, the G-Modelo Corporations
     and USA Export are each duly qualified or licensed and in
     good standing to do business in each jurisdiction in
     which the property owned, leased or operated by such
     corporation or the nature of the business conducted by
     such corporation makes such qualification necessary,
     except where the failure to be so qualified or licensed
     and in good standing would not have a material adverse
     effect on the business, assets, operations, prospects or
     financial condition of G-Modelo, such G-Modelo Corpora-
     tion or USA Export, as the case may be.  The Controlling
     Shareholders have heretofore delivered to the Investor

                                17

<PAGE> 23

     complete and correct copies of the Certificate of Incor-
     poration and Amended By-laws (or other similar charter
     documents), as currently in effect, of G-Modelo and
     Diblo.  The Controlling Shareholders have heretofore made
     available to the Investor complete and correct copies of
     (i) the stock registry book and (ii) the Certificate of
     Incorporation and By-laws (or other similar charter
     documents), as currently in effect, of each G-Modelo
     Corporation (other than Seeger Industrial, Eurocermex,
     Iberocermex, Procermex, Inc., a Texas corporation ("Proc-
     ermex"), Desarrollo Inmobiliario Siglo XXI, S.A. de C.V.
     and Arena Silica de Mexico, S.A. de C.V.).  Each of the
     Amended G-Modelo By-laws and the Amended Diblo By-laws
     has been duly and validly authorized, is in full force
     and effect and is enforceable in accordance with its
     terms.

                    (b)  The assets currently owned by or
     leased to G-Modelo and the G-Modelo Corporations, direct-
     ly or indirectly, include all of the assets and proper-
     ties, whether tangible or intangible, real, personal or
     mixed, used in connection with, or that relate to or are
     necessary for G-Modelo and the G-Modelo Corporations to
     conduct their business and operations in all material re-
     spects as presently conducted.  The assets reflected on
     the G-Modelo Balance Sheet or acquired by G-Modelo or a
     G-Modelo Corporation after the date of the G-Modelo
     Balance Sheet are in all material respects in good work-
     ing condition for the conduct of the business and opera-
     tions of G-Modelo and the G-Modelo Corporations, ordinary
     wear and tear excepted.

                    (c)  As of the Closing Date, (i) the only
     assets of G-Modelo are 169,701,202 Diblo Series A Shares,
     17,030,940 Diblo PC Shares, cash and marketable securi-
     ties; (ii) G-Modelo has no liabilities other than liabil-
     ities incurred in connection with the transactions con-
     templated by this Agreement; and (iii) G-Modelo conducts
     no business or operations except in connection with the
     transactions contemplated by this Agreement and except
     for investing activities with respect to the cash and
     marketable securities owned by it.

               3.7.  Financial Information.  The Controlling
                     ---------------------
     Shareholders have previously furnished to the Investor:
     (a) audited consolidated balance sheets and the related
     audited consolidated statements of income, changes in

                                18

<PAGE> 24

     stockholders equity and changes in the financial position
     (including the related notes) of G-Modelo and subsidiar-
     ies for the fiscal years ended December 31, 1992 and
     December 31, 1991 and of the G-Modelo Corporations for
     each of the four fiscal years ended December 31, 1991,
     December 31, 1990, December 31, 1989 and December 31,
     1988 accompanied by the auditor reports thereon (collec-
     tively, the "Audited Consolidated Financial Statements"),
     and (b) the unaudited consolidated balance sheet and the
     related unaudited consolidated statements of income of
     G-Modelo and subsidiaries for the two months ended Febru-
     ary 28, 1993 (collectively, the "Unaudited Consolidated
     Financial Statements" and together with the Audited
     Consolidated Financial Statements, the "Consolidated
     Financial Statements").  The audited consolidated balance
     sheet of G-Modelo and subsidiaries for the fiscal year
     ended December 31, 1992 is hereinafter referred to as the
     "G-Modelo Balance Sheet."  The Consolidated Financial
     Statements (i) were prepared from the (A) books and
     records of G-Modelo and the G-Modelo Corporations in the
     case of the Audited Consolidated Financial Statements for
     the fiscal year ended December 31, 1992 and the Unaudited
     Consolidated Financial Statements and (B) from the books
     and records of the G-Modelo Corporations in the case of
     the Audited Consolidated Financial Statements for other
     four fiscal years, which books and records accurately
     reflect in all material respects the accounts and trans-
     actions recorded therein, (ii) present fairly the finan-
     cial position, results of operations, changes in stock-
     holders equity and changes in financial position of
     G-Modelo and its subsidiaries as of and for the periods
     in which they relate, and (iii) have been prepared in
     accordance with Mexican GAAP consistently applied through-
     out the periods covered, except as otherwise noted
     therein and except that the Unaudited Consolidated Finan-
     cial Statements are subject to any normal and recurring
     adjustments which may arise from the audit of the fiscal
     year ended December 31, 1993.  The consolidated books and
     records of G-Modelo and its subsidiaries reflect that as
     of December 31, 1992, G-Modelo and the G-Modelo Corpora-
     tions had cufine (Cuenta De Utilidad Fiscal Neta) in an
     aggregate amount equal to 2,216,147,495 Mexican Pesos.

               3.8.  Undisclosed Liabilities; Absence of
                     -----------------------------------
     Certain Changes.  Neither G-Modelo nor any G-Modelo
     ---------------
     Corporation has any liabilities or obligations of any
     nature, secured or unsecured (absolute, accrued, contin-

                                19

<PAGE> 25

     gent or otherwise and whether due or to become due),
     except liabilities and obligations which are fully re-
     flected, reserved against or disclosed in the G-Modelo
     Balance Sheet or the notes to the Audited Consolidated
     G-Modelo Financial Statements and except for liabilities
     and obligations incurred in the ordinary course of busi-
     ness and consistent with past practice since December 31,
     1992.  Except as contemplated by this Agreement, since
     December 31, 1992 there has not been any material adverse
     change in the business, assets, operations, prospects or
     financial condition of G-Modelo and the G-Modelo Corpora-
     tions, taken as a whole.

               3.9.  Title and Related Matters.  Except with
                     -------------------------
     respect to the Patent and Trademark Rights (as defined in
     Section 3.10 and as to which the representations in
     Section 3.10 shall apply) and Real Property (as defined
     in Section 3.20 and as to which the representations in
     Section 3.20 apply):  the G-Modelo Corporations have good
     and marketable title, free and clear of all Encumbrances,
     to (a) all properties and assets (personal, tangible,
     intangible and mixed) reflected in the G-Modelo Balance
     Sheet or acquired after the date thereof by such corpora-
     tions, and (b) all other material properties and assets
     owned by G-Modelo and the G-Modelo Corporations, except
     in each case for (i) any of such properties or assets
     sold or otherwise disposed of in the ordinary course of
     business, (ii) liens for current taxes not yet due or
     which are being contested in good faith by appropriate
     proceedings and for which appropriate reserves have been
     established and disclosed in writing to the Investor, and
     (iii) Encumbrances which are not material to the value of
     the properties or assets encumbered and which do not
     impair in any material respect the current use or opera-
     tion of such properties and assets.

               3.10.  Patents, Trademarks, Etc.  Schedule 3.10
                      -------------------------
     sets forth a list of all patents, common law and regis-
     tered trademarks and service marks, applications for
     trademark and service mark registrations, and copyright
     registrations owned by G-Modelo or any of the G-Modelo
     Corporations (the "Patent and Trademark Rights").  Except
     as set forth on Schedule 3.10, (a) no other company is
     licensed or authorized by G-Modelo or any of the G-Modelo
     Corporations to use any of the Patent and Trademark
     Rights; (b) neither G-Modelo nor any G-Modelo Corporation
     uses any of the Patent and Trademark Rights by consent of

                                20

<PAGE> 26

     or license from any other rightful owner thereof, and the
     same are free and clear of Encumbrances, and G-Modelo or
     a G-Modelo Corporation has the right to exclude others
     from making, using, or selling the invention of such
     patents and has the exclusive right to use such common
     law and registered marks and copyrighted works on the
     goods or services for which they are currently used, or
     on the goods and services specified in the respective
     trademark registrations subject to any conditions or
     limitations therein; (c) the conduct of the business of
     the G-Modelo Corporations as now being conducted in
     Mexico, Canada and the United States does not conflict
     with any patents, trademarks, service marks, names, trade
     names or copyrights of others in any way which has an
     adverse effect on the business, assets, operations,
     prospects or financial condition of G-Modelo and the G-
     Modelo Corporations, taken as a whole; (d) G-Modelo and
     the G-Modelo Corporations have no knowledge that the
     conduct of the business of the G-Modelo Corporations as
     now being conducted in any country other than Mexico,
     Canada or the United States conflicts with any patents,
     trademarks, service marks, names, trade names or copy-
     rights of others in any way which has a material adverse
     effect on the business, assets, operations, prospects or
     financial condition of G-Modelo and G-Modelo Corpora-
     tions, taken as a whole; (e) the G-Modelo Corporations
     solely own good and valid title to the Patent and Trade-
     mark Rights in Mexico, Canada and the United States, and
     to the Controlling Shareholders' best knowledge after due
     inquiry, there is no fact which raises any issue as to
     the validity of the Patent and Trademark Rights in Mexi-
     co, Canada and the United States; (f) the G-Modelo Corpo-
     rations solely own good and valid title to the Patent and
     Trademark Rights used in the conduct of the business of
     the G-Modelo Corporations as now being conducted in any
     country other than Mexico, Canada or the United States,
     and except as set forth on Schedule 3.10, to the Control-
     ling Shareholders' best knowledge after due inquiry,
     there is no fact which raises any issue as to the validi-
     ty of the Patent and Trademark Rights; (g) except as set
     forth on Schedule 3.10, there is no pending litigation in
     a court or proceedings in any administrative agency, nor
     has G-Modelo or any G-Modelo Corporation received any
     notice or other communication, in which any of the Patent
     and Trademark Rights are being challenged or contested;
     (h) except as set forth on Schedule 3.10, neither G-
     Modelo nor any G-Modelo Corporation received any pro-

                                21

<PAGE> 27

     tests, claims, notices, or other communications relating
     to infringement of the rights of others arising from the
     present use of the Patent and Trademark Rights, and to
     the Controlling Shareholders' best knowledge after due
     inquiry, the subject matter of the Patent and Trademark
     Rights do not thereby infringe; and (i) none of the Con-
     trolling Shareholders, G-Modelo or any G-Modelo Corpo-
     ration has contracted to provide indemnification for
     infringement of the intellectual property rights of
     others, or to grant any license of the Patent and Trade-
     mark Rights to any other party or receive a license to
     use any patent, trademark or copyright from a third
     party, except as set forth in Schedule 3.10, or to under-
     take or covenant not to sue any other party with respect
     to the Patent and Trademark Rights.

               3.11.  Litigation.  Except as set forth in
                      ----------
     Schedule 3.11, there are no (a) actions, suits, proceed-
     ings or investigations, pending or, to the Controlling
     Shareholders' best knowledge after due inquiry, threat-
     ened, against G-Modelo or any G-Modelo Corporation or (b)
     orders, injunctions or decrees of any court or governmen-
     tal agency against or affecting G-Modelo or any G-Modelo
     Corporation, which in either (a) or (b) above would have
     a material adverse effect on the business, assets, opera-
     tions, prospects or financial condition of G-Modelo and
     the G-Modelo Corporations, taken as a whole.  There are
     no actions, suits, proceedings or investigations, pending
     or, to the Controlling Shareholders' best knowledge after
     due inquiry, threatened, which would give any third party
     the right to enjoin or rescind or cause a material alter-
     ation in the transactions contemplated hereby.

               3.12.  Compliance with Laws.  G-Modelo and each
                      --------------------
     G-Modelo Corporation is in compliance in all material
     respects with all laws, rules, regulations and orders
     applicable to their respective businesses, and G-Modelo
     and each G-Modelo Corporation has lawfully obtained all
     necessary permits, licenses and governmental authoriza-
     tions required for the ownership, use or occupancy of
     their properties and assets and the carrying on of their
     business as currently conducted, except for all such
     failures to have any such permit, license or governmental
     authorizations which would not, in the aggregate, have a
     material adverse effect on the business, assets, opera-
     tions, prospects or financial condition of G-Modelo and
     the G-Modelo Corporations, taken as a whole.

                                22

<PAGE> 28

               3.13.  Tax Matters.
                      -----------

                    (a)  All Tax Returns (as hereinafter
     defined) required to be filed by G-Modelo or the G-Modelo
     Corporations (collectively, the "Taxpayers") have been
     filed on a timely basis and are in all material respects
     true, complete and correct;

                    (b)  All Taxes (as hereinafter defined)
     that are due and payable or claimed or asserted to be due
     and payable by the Taxpayers by any tax authority for all
     periods up to and including the Closing Date have been
     paid or provided for, except for Taxes which are the
     subject of customary challenges by the Ministry of Treas-
     ury and the aggregate amount of which claimed by the
     Ministry to be due does not exceed 3,500,000 Mexican
     Pesos in any year;

                    (c)  There are no liens for Taxes upon the
     assets of any of the Taxpayers;

                    (d)  The Taxpayers have complied in all
     material respects with all applicable laws, rules and
     regulations relating to the payment and withholding of
     Taxes pursuant to all applicable tax provisions concern-
     ing tax withholding or similar provisions and have,
     within the time and in the manner prescribed by law, paid
     over to the proper governmental authorities all amounts
     required to be so withheld and paid over under all appli-
     cable laws;

                    (e)  (i) Except for the tax years 1988
     through 1992, the statute of limitations for the assess-
     ment of all Taxes under the Mexican income tax and the
     United States federal income tax laws have expired for
     all applicable returns of the Taxpayers or an audit of
     those returns has been completed by the appropriate
     taxing authorities for all periods ending on or before
     the Closing Date, (ii) no deficiency for any Taxes has
     been proposed, asserted or assessed which has not been
     finally resolved, (iii) neither the Controlling Share-
     holders nor the Taxpayers know of any facts that are
     likely to result in any assertion or assessment of a Tax
     with respect to any past taxable period, and (iv) no
     taxing authority has successfully asserted any issue
     concerning the liability of the Taxpayers for Taxes that
     by application of similar principles could result in any

                                23

<PAGE> 29

     assertion or assessment of a Tax for another taxable
     period;

                    (f)  No Tax audits or other administrative
     proceedings or court proceedings are now pending with
     regard to any Taxes or Tax Returns of the Taxpayers;

                    (g)  None of the transactions contemplated
     by or completed with respect to this Agreement has or
     will cause the Taxpayers to incur any additional Tax
     liability as a result thereof;

                    (h)  The Taxpayers have not incurred any
     Tax liabilities for the period beginning January 1, 1993
     and ending on the Closing Date other than Tax liabilities
     incurred in the ordinary course of their business; and

                    (i)  For purposes of this Agreement, (i)
     "Taxes" shall mean all taxes, charges, fees, levies or
     other assessments, including, without limitation, income
     tax, property tax, value added tax, all other net income,
     sales, use, ad valorem, beer excise, transfer, license,
     withholding, payroll, employment, social security, INFON-
     AVIT, SAR, estimated, property or other taxes, customs
     duties, fees, assessments or charges of any kind whatso-
     ever, together with any interest and any penalties,
     additions to tax or additional amounts imposed by any
     taxing authority of any jurisdiction upon any of the
     Taxpayers, and (ii) "Tax Returns" shall mean all returns,
     declarations, reports, information  returns and state-
     ments required to be filed by any of the Taxpayers in
     connection with Taxes.

               3.14.  Shareholder Agreements. Except for the
                      ----------------------
     Control Trust Agreement, the Option Trust Agreement and
     the Banamex Trust Agreement, there are no contracts,
     agreements or understandings, whether written or oral
     (including any and all amendments thereto), among or
     between the shareholders of G-Modelo or any G-Modelo
     Corporation or any Related Person thereof or between a
     shareholder of G-Modelo or any G-Modelo Corporation or
     any Related Person thereof and G-Modelo or any G-Modelo
     Corporation with respect to the shares of the capital
     stock of G-Modelo or any G-Modelo Corporation or the
     business or operations of G-Modelo or any G-Modelo Corpo-
     ration.

                                24

<PAGE> 30

               3.15.  Consents.  No consent, approval or
                      --------
     authorization of, or exemption by, or filing with, any
     governmental or regulatory authority (other than as may
     be required under the HSR Act or the Law on Economic
     Competition ("LEC")) is required in connection with the
     execution, delivery and performance by the G-Modelo
     Signatories of the transactions contemplated by this
     Agreement.

               3.16.  Environmental Matters.  (a) The opera-
                      ---------------------
     tions of G-Modelo and the G-Modelo Corporations comply in
     all material respects with all Federal, state and local
     environmental and health and safety statutes and regula-
     tions; (b) neither G-Modelo nor any G-Modelo Corporation
     nor, to the Controlling Shareholders' best knowledge
     after due inquiry, any prior owner or tenant of the Real
     Property has made, caused or contributed to any release
     of any hazardous or toxic waste, substance or constitu-
     ent, into the environment; (c) none of the operations of
     G-Modelo or any G-Modelo Corporation is subject to any
     judicial or administrative proceeding alleging the viola-
     tion of any Federal, state or local environmental or
     health or safety statute or regulation; (d) none of the
     operations of G-Modelo or any G-Modelo Corporation is
     subject to any compliance agreement or settlement agree-
     ment resulting from an alleged violation of any Federal,
     state or local environmental or health or safety statute
     regulation; (e) none of the operations of G-Modelo or any
     G-Modelo Corporation is the subject of any Federal, state
     or local investigation or threatened investigation re-
     garding a violation or alleged violation of any Federal,
     state or local environmental or health or safety statute
     or regulation; (f) none of the operations of G-Modelo or
     any G-Modelo Corporation is required to file a notice or
     report pursuant to any Federal, state or local environ-
     mental or health or safety statute or regulation of any
     past or present spill or release of hazardous or toxic
     substance or constituent into the environment; (g) none
     of the businesses of G-Modelo or any G-Modelo Corporation
     involves the generation, transportation, treatment, stor-
     age or disposal of hazardous or toxic waste; (h) G-Modelo
     and the G-Modelo Corporations have no knowledge of any
     hazardous wastes or toxic substances in, on, over or
     under the Real Property; and (i) G-Modelo and the G-
     Modelo Corporations possess all material environmental
     permits and authorizations required by any Federal, state

                                25

<PAGE> 31

     or local environmental or health and safety statute or
     regulation to conduct their operations.

               3.17.  Absence of Certain Changes or Events.
                      ------------------------------------
     Except as set forth in Schedule 3.17, since December 31,
     1992 there has not been (i) any material adverse change
     in the business, assets, operations, prospects or finan-
     cial condition of G-Modelo and the G-Modelo Corporations,
     taken as a whole; (ii) any significant damage, destruc-
     tion or loss affecting G-Modelo or any of the G-Modelo
     Corporations, which is not substantially covered by
     insurance; (iii) any material increase in the compensa-
     tion payable or to become payable by G-Modelo or any
     G-Modelo Corporation to its officers or key employees;
     (iv) any material increase in any bonus, insurance,
     pension or other employee benefit plan, payment or ar-
     rangement made to, for or with any such officers or key
     employees; or (v) any entry into any agreement, commit-
     ment or transaction (including, without limitation, any
     borrowing, capital expenditure or capital financing) by
     G-Modelo or any G-Modelo Corporation, except agreements,
     commitments or transactions in the ordinary course of
     business and consistent with past practice; or (vi) any
     change by G-Modelo or any G-Modelo Corporation in ac-
     counting methods, principles or practices except as
     required by Mexican GAAP.

               3.18.  Material Contracts.  Except for the
                      ------------------
     information which will be provided on the Schedule to be
     delivered to the Investor pursuant to Section  7.2(a)(v),
     Schedule 3.18 contains a list of each material contract,
     license, lease, agreement or understanding (including,
     without limitation, with governments or governmental
     agencies), whether written or oral (including any and all
     amendments thereto), to which G-Modelo or any G-Modelo
     Corporation is a party or by which any of their respec-
     tive properties or assets may be bound (a "Material
     Contract"); and where such Material Contract is with a
     party which is not a G-Modelo Corporation and is oral or
     is evidenced only by form purchase orders, Schedule 3.18
     identifies the commodity purchased or sold, the supplier
     or purchaser thereof, the annual quantity purchased or
     sold and a recent representative price therefor; pro-
                                                      ----
     vided, however, in the case of Material Contracts which
     -----  -------
     are subject to confidentiality agreements between the
     parties, Schedule 3.18 sets forth only the parties there-
     to and the subject matter thereof; and provided, further,
                                            --------  -------

                                26
<PAGE> 32

     such contracts are on an arm's-length basis and the price
     terms thereof are at or below market.  For purposes of
     this Section 3.18, a Material Contract shall include,
     without limitation, (a) any agreement, contract, commit-
     ment, understanding or arrangement (a "Material Agree-
     ment") requiring total payments of more than 1 million
     Mexican Pesos (except with respect to oral agreements
     which shall be deemed to be Material Agreements only if
     they require total payments of 3 million or more Mexican
     Pesos) and having a term exceeding six months and which
     may not be cancelled upon 90 or fewer days' notice with-
     out any liability, penalty or premium (other than a
     nominal cancellation fee or charge); (b) one or more
     purchase orders for a single product or service which
     require aggregate payments in any twelve month period of
     3 million or more Mexican Pesos; (c) any Material Agree-
     ment which might reasonably be expected to have a materi-
     al adverse effect on the business, assets, operations,
     prospects or financial condition of G-Modelo and the
     G-Modelo Corporations, taken as a whole; (d) any covenant
     not to compete; (e) any Material Agreement (other than
     the Material Agreements listed on Schedule 3.14) (1)
     requiring total payments of more than 100,000 United
     States dollars in any twelve month period and (2) which
     is between or among G-Modelo or a G-Modelo Corporation
     and any Controlling Shareholder who owns 1 percent or
     more of the capital stock of G-Modelo or any entity in
     which such Controlling Shareholder owns 1 percent or more
     of the capital stock and (3) which involves the business
     or operations of G-Modelo or any G-Modelo Corporation or
     requires the payment of money or the provision of servic-
     es to or by G-Modelo or any G-Modelo Corporation; or (f)
     any other Material Agreement which is material to the
     business, assets, operations, prospects or financial
     condition of G-Modelo or any G-Modelo Corporation.
     Except as disclosed in Schedule 3.18, none of the Con-
     trolling Shareholders, G-Modelo or any G-Modelo Corpora-
     tion or any other party to a Material Contract is in
     default in any material respect thereunder.  The infor-
     mation required by the first sentence of this Section
     3.18 with respect to oral contracts and purchase orders
     to be set forth on Schedule 3.18, may be delivered to the
     Investor within a reasonable time (not to exceed ninety
     days) following the Closing.

               3.19.  Employee Benefits; Employment Contracts.
                      ---------------------------------------
     Schedule 3.19 contains a list of all material plans, pro-

                                27

<PAGE> 33

     grams, policies, contracts, agreements or understandings,
     whether written or oral (including any and all amendments
     thereto), to which G-Modelo or any G-Modelo Corporation
     is a party which relate to all employment, bonus, profit-
     -sharing, deferred compensation, pension, employee bene-
     fit, welfare and retirement plans, stock purchase and
     stock option plans, consulting arrangements in excess of
     1 million Mexican Pesos per year and all labor union and
     collective bargaining agreements.

               3.20.  Real Property.  As used herein, the term
                      -------------
     "Real Property" shall mean all of the following:

                    (1)  all material land and easements
     owned, used or occupied by G-Modelo or any of the G-Mode-
     lo Corporations and all material buildings, structures
     and other improvements thereof or thereon; and

                    (2)  all rights and appurtenances in and
     to the Real Property described in subparagraph (1) above;
     and

                    (3)  all material real estate leasehold
     interests owned by G-Modelo or any G-Modelo Corporation
     as a tenant, excluding leases from G-Modelo or any G-
     Modelo Corporation, and all other real property interests
     owned by any of the G-Modelo Corporations.

                    (a)  G-Modelo or a G-Modelo Corporation
     has good and marketable title to the Real Property di-
     rectly or indirectly through trusts, free and clear of
     all easements, restrictions, covenants, conditions or
     Encumbrances of any character whatsoever except (i)
     conditions or restrictions which do not with respect to
     the parcel of Real Property so encumbered have a material
     adverse effect on the actual or intended use of such
     property, (ii) public or private roadway rights-of-way or
     utility easements which do not underlie any buildings,
     (iii) real property leases to a G-Modelo Corporation, and
     (iv) taxes and assessments which are a lien but which are
     not yet due and payable or which are being contested in
     good faith by appropriate proceedings and for which
     appropriate reserves have been established and disclosed
     in writing to the Investor.

                                28

<PAGE> 34

                    (b)  The Real Property conforms in all
     material respects to any and all applicable state and
     local laws, zoning and building ordinances and health and
     safety ordinances, and no zoning, building or similar law
     or ordinance or regulation is being violated by the
     operation or use of the Real Property in any manner
     having a material adverse effect on the marketability or
     the actual or intended use or operation of the Real
     Property.  Neither G-Modelo nor any G-Modelo Corporation
     has received any notice of any material violation of any
     law, ordinance or regulation in connection with the
     operation or use of such Real Property.

                    (c)  None of the Real Property is subject
     to the Federal Law of the Agrarian Reform.

                    (d)  With respect to any Real Property
     located (i) within one hundred kilometers of the border
     of Mexico and any of the United States, Belize or Guate-
     mala or (ii) within fifty kilometers of any of Mexico's
     coastlines (the "Restricted Zone"), either (A) all of the
     outstanding shares of capital stock of the G-Modelo
     Corporations which own Real Property located within the
     Restricted Zone have been duly transferred into the Real
     Estate Trust or as promptly as practicable following the
     Closing will be duly transferred into a trust to be
     established under a trust agreement for the benefit of
     such G-Modelo Corporations pursuant to Section 5.14, or
     (B) the by-laws of the G-Modelo Corporations which own
     Real Property in the Restricted Zone permit the indirect
     ownership by foreigners of capital stock of such G-Modelo
     Corporations.

               3.21.  Tied House Prohibitions.  There is no
                      -----------------------
     Mexican statute, rule or regulation applicable to G-
     Modelo or any G-Modelo Corporation which prohibits G-
     Modelo or any G-Modelo Corporation or its shareholders
     from selling alcoholic beverages, on either a retail or
     wholesale basis.

               3.22.  Insurance.  G-Modelo and each G-Modelo
                      ---------
     Corporation have policies of liability, fire, automobile,
     property and other forms of insurance, all of which are
     valid and enforceable and in full force and effect, are
     underwritten by unaffiliated financially sound and repu-
     table insurers, are sufficient for all applicable re-
     quirements of law and provide insurance, including,

                                29
<PAGE> 35

     without limitation, liability and products liability
     insurance, in such amounts and against such risks as is
     customary for companies engaged in similar businesses to
     G-Modelo and the G-Modelo Corporations in Mexico to pro-
     tect the properties, assets, businesses and operations of
     G-Modelo and each of the G-Modelo Corporations.  All such
     policies will remain in full force and effect through
     their respective dates and will not in any way be affect-
     ed by or terminate or lapse by reason of, any of the
     transactions contemplated hereby.

                              ARTICLE IV

            REPRESENTATIONS AND WARRANTIES OF A-B, A-BI
                         AND THE INVESTOR
            -------------------------------------------

               A-B, A-BI and the Investor, jointly and sever-
     ally, represent and warrant to each of the G-Modelo
     Signatories, the Option Trust and the Banamex Trust as
     follows:

               4.1.  Corporate Power and Authority; Effect of
                     ----------------------------------------
     Agreement.  Each of A-B, A-BI and the Investor is a
     ---------
     corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware.  Each
     of A-B, A-BI and the Investor has all requisite corporate
     power and authority to execute, deliver and perform this
     Agreement and to consummate the transactions contemplated
     hereby.  The execution, delivery and performance by each
     of A-B, A-BI and the Investor of its obligations under
     this Agreement and the consummation by each of A-B, A-BI
     and the Investor of the transactions contemplated hereby
     have been duly authorized by the Board of Directors of
     each of A-B, A-BI and the Investor, and no other corpo-
     rate action or proceeding on the part of each of A-B,
     A-BI and the Investor or their stockholders is necessary
     to authorize this Agreement or the consummation of any of
     the transactions contemplated hereby.  This Agreement has
     been duly and validly executed and delivered by each of
     A-B, A-BI and the Investor and constitutes the valid and
     binding obligation of each of A-B, A-BI and the Investor,
     enforceable against each of them in accordance with its
     terms.  The execution, delivery and performance by the
     each of A-B, A-BI and Investor of this Agreement and the
     consummation by each of A-B, A-BI and the Investor of the
     transactions contemplated hereby does not and will not,

                                30

<PAGE> 36

     with or without the giving of notice or the lapse of
     time, or both, (a) violate any law, rule or regulation to
     which any of them or any of their respective assets is
     subject, (b) violate any order, writ, injunction, judg-
     ment or decree applicable to any of them or any of their
     respective assets or properties, or (c) conflict with, or
     result in a breach of or default under, or give rise to
     any right of termination, cancellation or acceleration
     under (i) any term or condition of the Certificate of
     Incorporation or By-Laws of any of them, or (ii) any of
     the terms, conditions or provisions of any note, bond,
     mortgage, indenture or material lease, license, agreement
     or other material instrument to which any of them or any
     of their respective subsidiaries is a party or by which
     any of their respective assets may be bound; except, with
     respect to clauses (a), (b) and (c)(ii) above, for viola-
     tions, conflicts, breaches or defaults which in the
     aggregate would not materially hinder or impair their
     ability to consummate the transactions contemplated
     hereby.

               4.2.  Consents.  No consent, approval or autho-
                     --------
     rization of, or exemption by, or filing with, any govern-
     mental or regulatory authority (other than as may be
     required under the HSR Act or the LEC) is required in
     connection with the execution, delivery and performance
     by A-B, A-BI or the Investor of the transactions contem-
     plated by this Agreement.

               4.3.  Availability of Funds.  The Investor has
                     ---------------------
     available or will have available on the Closing Date
     sufficient funds to enable it to consummate the transac-
     tions contemplated by Article II of this Agreement.

               4.4.  Management of G-Modelo and the G-Modelo
                     ---------------------------------------
     Corporations.  Each of A-B, A-BI and the Investor ac-
     ------------
     knowledge that it is its intention and desire, as well as
     the intention and desire of the Controlling Shareholders,
     that G-Modelo and the G-Modelo Corporations shall contin-
     ue to be managed by the Controlling Shareholders, with
     the participation of A-B, A-BI and the Investor as minor-
     ity shareholders, as provided for in this Agreement and
     in the Amended G-Modelo By-laws and the Amended Diblo By-
     laws; and that this has been an essential and basic
     condition for the Controlling Shareholders to enter into
     this Agreement and to create and enter into the asso-
     ciation or joint venture herein set forth.

                                31

<PAGE> 37
                             ARTICLE V

                     COVENANTS OF THE PARTIES
                     ------------------------

               5.1.  Access to Information.
                     ---------------------

                    (a)  A-B and its authorized representa-
     tives shall be permitted to review the business activi-
     ties of G-Modelo and the G-Modelo Corporations as they
     deem reasonably necessary sufficiently in advance of
     future investments in G-Modelo and Diblo contemplated by
     this Agreement.  For such purposes and subject to prior
     consultation with a representative of the Controlling
     Shareholders, (a) A-B and its authorized representatives
     shall have access during normal business hours to books,
     records and properties of G-Modelo and the G-Modelo
     Corporations and to those employees and financial, legal
     and other representatives of G-Modelo and the G-Modelo
     Corporations having knowledge of financial, operating and
     legal data and other information with respect to the
     business and properties of G-Modelo and the G-Modelo
     Corporations as A-B may reasonably request to enable A-B
     and its authorized representatives to conduct a finan-
     cial, environmental and legal review of G-Modelo and the
     G-Modelo Corporations for purposes of determining whether
     to make further investments in G-Modelo and Diblo; pro-
                                                        ----
     vided, however, that such review shall be subject to
     -----  -------
     prior consultation with and scheduling by representatives
     of the Controlling Shareholders to ensure that the review
     will be conducted in such a manner as not to disrupt the
     operations of G-Modelo and the G-Modelo Corporations.

                    (b)  From and after the Closing, A-B, A-
     BI, the Investor and their authorized representatives
     (the "A-B Group"), on the one hand, and the Controlling
     Shareholders and their authorized representatives (the
     "Controlling Shareholders Group"), on the other hand,
     agree to treat all information concerning G-Modelo and
     the G-Modelo Corporations (the "Confidential Informa-
     tion") as strictly confidential; provided, however, that
                                      --------  -------
     disclosure of such information may be made by either the
     A-B Group or the Controlling Shareholders Group (i) with
     the prior written consent of the non-disclosing group or
     (ii) if, in the opinion of counsel for the party desiring
     to make such disclosure, such disclosure is required by
     law, including, without limitation, in connection with

                                32

<PAGE> 38

     the public offerings contemplated by Section 5.8.  The
     term "Confidential Information" shall not be deemed to
     include information which (i) is already in the posses-
     sion of the A-B Group and which was not disclosed to the
     A-B Group by the Controlling Shareholders Group or G-
     Modelo, provided that such information is not known to
     the A-B Group to be subject to another confidentiality
     agreement with, or other obligation of secrecy to, G-
     Modelo or a G-Modelo Corporation, (ii) is or becomes
     generally available to the public other than as a result
     of a disclosure by the A-B Group or the Controlling
     Shareholders Group in violation of this Section 5.1(b),
     or (iii) becomes available to either the A-B Group or the
     Controlling Shareholders Group on a non-confidential
     basis from a source other than G-Modelo or a G-Modelo
     Corporation or their respective directors, officers,
     employees, agents, representatives or advisors, provided
     that such source is not known by the A-B Group or the
     Controlling Shareholders Group, respectively, to be bound
     by a confidentiality agreement with, or other obligation
     of secrecy to, G-Modelo or a G-Modelo Corporation.

               5.2.  Further Assurances.  Subject to the terms
                     ------------------
     and conditions of this Agreement, A-B, G-Modelo, Diblo
     and the Controlling Shareholders, in their capacity as
     shareholders, directors or officers of G-Modelo and Diblo
     and as members of the technical committees of the Control
     Trust, the Banamex Trust and the Option Trust (a) will
     take, or cause to be taken, all actions, and to do, or
     cause to be done, all things necessary, proper or advis-
     able under applicable laws and regulations to consummate
     and make effective the transactions contemplated by this
     Agreement, including without limitation, the transac-
     tions, rights and obligations under the Amended G-Modelo
     By-laws, Amended Diblo By-laws, the Control Trust Agree-
     ment, the Option Trust Agreement and the Banamex Trust
     Agreement (collectively, the "Ancillary Documents") and
     to ensure that A-B's, A-BI's and the Investor's rights
     under this Agreement and the Ancillary Documents continue
     unimpeded and (b) will take, or cause to be taken, no
     action inconsistent with the terms of this Agreement and
     the Ancillary Documents or inconsistent with A-B's, A-
     BI's or the Investor's rights hereunder or thereunder.
     In case at any time after the Closing Date any further
     action is necessary or desirable to carry out the purpos-
     es of this Agreement or the Ancillary Documents, (a) A-B
     will cause its proper officers and directors to take all

                                33

<PAGE> 39

     such necessary action, and (b) the Controlling Sharehold-
     ers will take or cause the proper officers and directors
     of G-Modelo or any of the G-Modelo Corporations and the
     Trustees under the Trust Control, the Banamex Trust and
     the Option Trust to take all such necessary actions.

               5.3.  Filings; Tax Returns.
                     --------------------

                    (a)  If upon the exercise by the Investor
     of any of the rights provided in Article VI hereof or
     Clause Eighth and Annex 3 of the Control Trust Agreement
     to acquire shares of G-Modelo capital stock, 49 percent
     or more of the total outstanding full voting capital
     stock of G-Modelo would be held of record by a "Foreign
     Investor" (as defined in the LRMI), G-Modelo shall give
     written notice to the Investor (the "Foreign Investor No-
     tice") within two business days following notice of the
     Investor's intention to acquire shares, accompanied by a
     certificate signed by the Secretary of the G-Modelo Board
     of Directors certifying such ownership and indicating the
     number of shares which would be owned by Foreign Inves-
     tors upon the exercise by the Investor of the right to
     acquire shares.  Upon receipt of the Foreign Investor
     Notice, the Investor may appoint a designated purchaser
     to acquire such shares.  In the event, the Investor
     determines not to appoint such designated purchaser or
     following the appointment of such designated purchaser,
     the Investor and the Controlling Shareholders agree
     promptly to file or cause to be filed with the Mexican
     Foreign Investment Commission in accordance with the LRMI
     all requisite documents and notifications necessary or
     appropriate in order to obtain the requisite permits for
     G-Modelo to become a "Foreign Corporation" within the
     meaning of the LRMI.  The parties hereto will coordinate
     and cooperate with one another in exchanging such infor-
     mation and provide such reasonable assistance as may be
     requested in connection with obtaining the required
     permits as promptly as possible.

                    (b)  A-B and G-Modelo agree that they will
     provide each other with such assistance as may reasonably
     be requested by either of them in connection with the
     preparation of any return of Taxes, any audit or other
     examination by any taxing authority, or any judicial or
     administrative proceedings relating to liability for
     Taxes and will provide the other with any records or
     information relevant to such return, audit or examina-

                                34

<PAGE> 40

     tion, proceedings or determination as are in their pos-
     session or subject to their control.  Such assistance
     shall include making employees available on a mutually
     convenient basis to provide additional information and an
     explanation of any material provided hereunder and shall
     include providing copies of any relevant returns of Taxes
     and any relevant Tax receipts.

               5.4.  Internal Reorganization.  As promptly as
                     -----------------------
     practicable following the Closing Date but in no event
     later than December 31, 1993, the Controlling Sharehold-
     ers shall cause G-Modelo and the G-Modelo Corporations to
     effect and carry out a corporate reorganization in accor-
     dance with the following provisions:

                    (a)  all of the issued and outstanding
     capital stock of Tapas Y Tapones de Zacatecas, S.A de
     C.V. ("Tapas"), Promotora de Servicios de Zacatecas, S.A.
     de C.V. ("Promotora"), and Envases de Zacatecas, S.A. de
     C.V. ("Envases") then owned by Tenedora Cano, S.A. de
     C.V. shall be transferred to Diblo;

                    (b)  El Cubito Fabrica de Hielo, S.A. de
     C.V. ("Hielo") shall be merged with and into Cerveceria
     del Pacifico, S.A. de C.V. ("Pacifico"), and as a result
     of such merger, the separate corporate existence of Hielo
     shall cease and Pacifico shall continue as the surviving
     corporation of the merger;

                    (c)  G-Modelo will obtain, if necessary, a
     ruling from the Mexican tax authorities that the transac-
     tions described in (a) above are tax-free for Mexican
     income and transfer tax purposes;

                    (d)  each of Tecnica Inamex, S.A. de C.V.
     and Instalaciones Inamex, S.A. de C.V. (collectively, the
     "Inamex Subsidiaries") shall be merged with and into
     Inamex de Cervezas y Maltas, S.A. de C.V. ("Inamex"), and
     as a result of such mergers, the separate corporate
     existence of the Inamex Subsidiaries shall cease and
     Inamex shall continue as the surviving corporation of the
     mergers;

                    (e)  Constructora Inamex, S.A. de C.V.
     shall be liquidated;

                                35
<PAGE> 41

                    (f)  each of Perifreria, S.A. de C.V.,
     Conorte, S.A. de C.V., Invoccidente, S.A.de C.V., Negopa-
     cifico, S.A. de C.V., Consureste, S.A. de C.V., Invocari-
     be, S.A. de C.V., Pro-altiplano, S.A. de C.V., Transnore-
     ste, S.A. de C.V. or Control Consolidado, S.A. de C.V.
     (collectively, the "Distribution Companies") shall be
     reorganized from a Sociedad Anonima de Capital Variable
     into a Sociedad en Comandita Simple and, in connection
     with such reorganizations, the Investor shall be issued
     one interest in each of such Comanditas.  A-B shall have
     the right to approve the governing documents of each of
     such Comandita, which approval shall not be unreasonably
     withheld, and such governing documents shall provide that
     no transfer of a partner's interest in the Comandita and
     no amendment to the Comandita governing documents shall
     be permitted without the unanimous consent of each of the
     partners;

                    (g)  following the reorganizations de-
     scribed in (f) above, all of the Distribution Companies
     shall be merged into two Distribution Companies, which
     the Controlling Shareholders presently contemplate will
     be Control Consolidado and Patentes (as hereinafter
     defined), and the Investor will receive one interest in
     each of such Distribution Companies; and

                    (h)  G-Modelo and the Controlling Share-
     holders agree that they will provide A-B with such assis-
     tance and information as may reasonably be requested by
     A-B in connection with any filings made by A-B with the
     United States Internal Revenue Service.

               5.5.  Election of A-B Director.  The Control-
                     ------------------------
     ling Shareholders shall be entitled to designate a G-Mod-
     elo director for election to the A-B Board of Directors.
     Following such designation, A-B will use its best efforts
     to nominate and cause such designee to be elected to the
     A-B Board of Directors at the Annual Meeting of Share-
     holders of A-B next succeeding such designation and to
     continue to nominate and cause such a designee to be
     elected for so long as the Investor owns ten percent or
     more of the total outstanding shares of G-Modelo capital
     stock.

               5.6.  Environmental and Safety Laws.  From and
                     -----------------------------
     after the date hereof, G-Modelo and the G-Modelo Corpora-
     tions shall conduct their businesses so as to comply in

                                36

<PAGE> 42

     all material respects with all Federal, state and local
     environmental and health and safety laws and regulations
     in all jurisdictions in which they are or may at any time
     be doing business.  If G-Modelo or any G-Modelo Corpora-
     tion shall (a) receive notice that it is the subject of
     any investigation or threatened investigation by any
     Federal, state or local government agency regarding the
     violation or alleged violation of any Federal, state or
     local environmental or health and safety statute or
     regulation; or (b) receive notice that any judicial or
     administrative complaint, proceeding or order has been
     filed or is about to be filed against G-Modelo or a G-
     Modelo Corporation alleging violations of any Federal,
     state or local environmental or health and safety statute
     or regulation, then G-Modelo or the G-Modelo Corporation
     shall promptly provide A-B with such notice, and in no
     event later than within fifteen (15) days from receipt
     thereby by G-Modelo or the G-Modelo Corporation.

               5.7.  USA Export Agreement.  The Controlling
                     --------------------
     Shareholders agree that the USA Export Agreement shall
     not be amended without the prior written consent of A-B,
     which shall not be unreasonably withheld.

               5.8.  Consummation of Public Offerings; Regis-
                     ----------------------------------------
     tration of Shares.
     -----------------

                    (a)  The Controlling Shareholders agree to
     use their best efforts to sell on a widely distributed
     basis an aggregate of 27,436,722 Series C Shares and to
     cause G-Modelo to sell an aggregate of 10,161,748 Series
     C Shares prior to May 31, 1995, of which at least an
     aggregate of 26,420,548 Series C Shares (such shares
     representing thirteen percent of the authorized capital
     stock of G-Modelo) shall be sold in one or more public
     offerings (the "Offerings") and the remainder of which
     shall be sold on a widely distributed basis through open-
     market transactions or otherwise.  Prior to filing an
     application with the Comision Nacional de Valores with
     respect to any of the Offerings, the Controlling Share-
     holders and G-Modelo agree to provide the Investor with a
     copy of such application and all offering materials
     prepared in connection therewith sufficiently in advance
     of the proposed filing date to enable the Investor to
     review and comment on such application.

                                37

<PAGE> 43

                    (b)  The Controlling Shareholders and
     G-Modelo agree to use their best efforts to cause the
     Series C Shares, and at the request of A-B, the Series B
     Shares to be placed on the Bolsa Mexicana de Valores,
     S.A. de C.V. (the "Bolsa").  The Controlling Shareholders
     and G-Modelo shall have the right to cause the Series A
     Shares to be placed on the Bolsa.

               5.9.  Dividend Policies.
                     -----------------

                    (a)  G-Modelo and the Controlling Share-
     holders, in their capacity as shareholders, directors or
     officers of G-Modelo and as members of the technical
     committees of the Control Trust and the Option Trust
     agree to take all actions necessary to cause G-Modelo to
     adopt and to follow, and all such parties agree to adopt
     and to follow, in accordance with Mexican law, the fol-
     lowing annual dividend policy on the Series A Shares,
     Series B Shares, Series C Shares and Series P-C Shares.

                         (i)  For the period commencing
          on the Closing Date and ending at such time as
          clause (ii) of this paragraph (a) becomes ap-
          plicable, the per share amount of the annual
          dividend payable on the outstanding Series A
          Shares, Series B Shares and Series C Shares
          will be an amount equal to (A) the greater of
          (1) 15 percent of G-Modelo's consolidated af-
          ter-tax net earnings calculated in accordance
          with Mexican GAAP for the most recently com-
          pleted calendar year, and (2) 45,109,950 Mexi-
          can Pesos divided by (B) the aggregate number
          of Series A Shares, Series B Shares and Series
          C Shares outstanding on the record date fixed
          by the shareholders of G-Modelo for the payment
          of such dividend.

                        (ii)  If the Investor purchases
          all of the Option Shares pursuant to the Op-
          tion, then for the period commencing January 1,
          1998, the per share amount of the annual divi-
          dend payable on the outstanding Series A
          Shares, Series B Shares and Series C Shares
          will be an amount equal to (A) the greater of
          (1) Consolidated G-Modelo Free Cash Flow (as
          hereinafter defined) for the most recently
          completed calendar year, and (2) 45,109,950

                                38

<PAGE> 44

          Mexican Pesos, divided by (B) the aggregate
          number of Series A Shares, Series B Shares and
          Series C Shares outstanding on the record date
          fixed by the shareholders of G-Modelo for the
          payment of such dividend.  For purposes hereof,
          "Consolidated G-Modelo Free Cash Flow" shall
          equal all of the consolidated after-tax net
          earnings of G-Modelo and its subsidiaries cal-
          culated in accordance with Mexican GAAP avail-
          able to holders of Series A Shares, Series B
          Shares and Series C Shares, (A) plus deprecia-
          tion and amortization, (B) plus any decrease in
          non-cash net working capital, (C) plus other
          expenses which do not require a cash outlay,
          (D) minus other income which does not provide
          cash, (E) minus capital expenditures and other
          asset acquisitions, (F) minus any increase in
          non-cash net working capital, and (G) minus any
          principal repayments of indebtedness, all of
          which shall be determined as shown in the exam-
          ple contained in Exhibit B hereto.

                       (iii)  For the period commencing
          on the Closing Date and ending on the date the
          Series P-C Shares are exchanged for Series B
          Shares, the per share amount of the annual
          dividend payable on the outstanding PC Shares
          will be calculated in accordance with the terms
          of such Series P-C Shares set forth in the
          Amended G-Modelo By-laws.

                    (b)  The Controlling Shareholders in their
     capacity as shareholders, directors or officers of Diblo
     and as members of the technical committee of the Banamex
     Trust agree to take all actions necessary to cause Diblo
     to adopt and to follow, and all such parties agree to
     adopt and to follow, in accordance with Mexican law, the
     following annual dividend policy on the Diblo capital
     stock.  Commencing on the Closing Date, there shall be
     declared (i) an annual dividend on the outstanding Diblo
     P-C Shares in an amount sufficient for G-Modelo to de-
     clare and pay the annual dividend provided for in para-
     graph (a)(iii) above; provided, however, upon the ex-
                           --------  -------
     change by the Investor of the Series P-C Shares into
     Series B Shares, the Diblo P-C Shares will be exchanged
     by G-Modelo effective as of the date of such exchange by
     the Investor on a share-for-share basis for Diblo Series

                                39

<PAGE> 45

     A Shares and the annual dividend policy set forth in this
     clause (i) shall terminate, and (ii) an annual dividend
     on the outstanding Diblo Common Shares which shall be
     payable to all holders of Diblo Common Shares in an
     amount sufficient for G-Modelo to declare and pay the
     annual dividend provided for in paragraphs (a)(i) and
     (a)(ii) above.

                    (c)  The Controlling Shareholders in their
     capacity as shareholders, directors or officers of Diblo
     and as members of the technical committee of the Banamex
     Trust agree to take all actions necessary to cause the G-
     Modelo Corporations to declare annual dividends in an
     amount which, in the aggregate, are sufficient to enable
     G-Modelo and Diblo to declare and pay the dividends
     provided for in paragraphs (a) and (b) above, respective-
     ly.

                    (d)  Subject to the applicable require-
     ments of Mexican law, the Amended G-Modelo By-laws and
     the Amended Diblo By-Laws, each of G-Modelo in the case
     of paragraph (a) above, and Diblo in the case of para-
     graph (b) above, will declare the annual common dividend
     following shareholder approval at a shareholders meeting
     to be held on or prior to April 30, of each year.  Sub-
     ject to the applicable requirements of Mexican law (in-
     cluding applicable regulations of the Bolsa for any
     shares listed thereon), the Amended G-Modelo By-laws and
     the Amended Diblo By-laws, the common dividend shall be
     payable to shareholders of record on the date of the
     shareholders meeting and shall be paid on or prior to the
     fifth day following the declaration date.

                    (e)  Notwithstanding the provisions of
     this Section 5.9, A-B and the Controlling Shareholders
     agree to consider prior to the declaration of annual
     dividends on the Series A Shares, the Series B Shares and
     the Series C Shares the effect such dividends will have
     on the business, operations and best interests of G-
     Modelo and the G-Modelo Corporations, including, if
     applicable, taking into account the purchase by G-Modelo
     of the Banamex Put Shares (as defined in Section 5.16)
     pursuant to Section 5.16.

                                40

<PAGE> 46

          5.10.  Equity Participations.
                 ---------------------

                    (a)  At all times after the date of this
     Agreement, (i) Diblo shall own at least 99.9854 percent
     of Patentes y Marcas para Promocion de Exportaciones,
     S.A. de C.V., a Mexican corporation, or its successor
     ("Patentes"), (ii) Patentes shall own no less than 80
     percent of the outstanding capital stock of Procermex and
     (iii) Procermex shall own not less than 80 percent and 80
     percent, respectively, of the outstanding capital stock
     of Eurocermex and Iberocermex.

                    (b)  At all times after the date of this
     Agreement, Diblo shall own no less than 41.051 percent,
     7.1641 percent and 26.30 percent, respectively, of the
     outstanding capital stock of Direccion de Fabricas, S.A.
     de C.V. ("Difa"), Gondi, S.A. de C.V. ("Gondi"), and
     Extractos y Maltas, S.A. de C.V. ("Extractos"), each of
     which is a Mexican corporation.

               5.11.  Operation of G-Modelo.  Except as other-
                      ---------------------
     wise provided for in this Agreement, the Controlling
     Shareholders and G-Modelo agree that following the Clos-
     ing Date and for so long as the Investor owns at least 10
     percent of the shares of capital stock of G-Modelo and at
     least 10 percent of the shares of capital stock of Diblo,
     (i) the only assets of G-Modelo will be 169,701,202 Diblo
     Series A Shares, 17,030,940 Diblo P-C Shares, cash, mar-
     ketable securities and the proceeds received by G-Modelo
     from the Offerings pursuant to Section 5.8 and the sale
     of Series C Shares to G-Modelo's executive employees
     pursuant to Section 5.13; (ii) G-Modelo will incur no
     liabilities other than liabilities expressly permitted
     and incurred in connection with the transactions contem-
     plated by this Agreement; and (iii) G-Modelo will conduct
     no business or operations except in connection with the
     transactions contemplated by this Agreement and except
     for investing activities with respect to the cash and
     marketable securities owned by it.

               5.12.  Government Officials.  From and after
                      --------------------
     the date hereof, G-Modelo and the G-Modelo Corporations
     have the continued intention to cause their officers and
     employees to conduct their businesses so as to comply in
     all material respects with all Federal, state and local
     Mexican laws, including those concerning payments of
     money or other things of value to government officials

                                41

<PAGE> 47

     and to refrain from making or authorizing an offer or
     payment of money or other thing of value, directly or
     indirectly, (a) to or for the benefit of a government
     official in order to obtain the wrongful performance or
     omission of any acts related to the duties of such gov-
     ernment official, or (b) to a political party or candi-
     date when such contributions are not made in the form and
     within the limits permitted by Mexican law so as to
     wrongfully influence any official act or decision or to
     wrongfully induce such party or candidate to wrongfully
     use its or his influence with the government to affect or
     influence any act or decision of government.

               5.13.  Sale of Series C Shares to Employees.
                      ------------------------------------
     G-Modelo shall have the right to offer for subscription
     up to 3,048,525 Series C Shares from its treasury to
     certain executive employees of the G-Modelo Corporations
     (other than the Controlling Shareholders), or to a trust
     for their benefit, pursuant to the terms of an employee
     stock purchase plan to be adopted following the Closing.
     G-Modelo agrees to consult with A-B in connection with
     the creation and implementation of such plan to ensure
     that the plan will not result in compensation expense
     under U.S. GAAP.

               5.14.  Real Estate Transfers. As soon as prac-
                      ---------------------
     ticable following the Closing, the Controlling Sharehold-
     ers agree to take all action necessary to cause G-Modelo,
     and G-Modelo agrees, to transfer all of the outstanding
     shares of capital stock of Distribuidora Pacifico y
     Modelo de Tepic, S.A. de C.V. and Distribuidora Pacifico
     y Modelo de La Paz, S.A. de C.V. to a trust to be estab-
     lished under a trust agreement for the benefit of one or
     both of Control Consolidado or Patentes.

               5.15.  Technical Committees.  Following the
                      --------------------
     Closing Date, the Controlling Shareholders will take all
     actions necessary to ensure that a majority of the mem-
     bers of the technical committees of the Control Trust,
     the Option Trust and the Banamex Trust are Controlling
     Shareholders.

                                42

<PAGE> 48

               5.16.  Failure by the Investor to Acquire all
                      --------------------------------------
     Diblo Option Shares.  In the event that the Investor does
     -------------------
     not acquire all of the Diblo Option Shares (as such term
     is defined in Section 6.4) pursuant to Section 6.4, the
     Controlling Shareholders shall have the right, at their
     sole election, at any time during the three year period
     following the expiration of the Investor's right to
     acquire such Diblo Option Shares pursuant to the Diblo
     Option (as such term is defined in Section 6.4) either
     (a) to require that G-Modelo purchase all of the Diblo
     Common Shares then held by the Banamex Trust (the "Banam-
     ex Put Shares"), such right being exercisable at any time
     or from time to time, in whole or in part, or (b) to
     merge Diblo and G-Modelo with the result that each out-
     standing Diblo Common Share held by the Banamex Trust or
     the Investor shall be converted into a number of shares
     of full voting common stock of G-Modelo reflecting the
     fair market value thereof (with Series A Shares being
     issued to the Controlling Shareholders and Series B
     Shares being issued to the Investor); provided, however,
                                           --------  -------
     (i) that no such merger shall be effected unless A-B has
     agreed that the merger would not have any significant ad-
     verse financial, accounting or tax consequences for A-B,
     and (ii) if such merger is effected, the shares issued to
     the Controlling Shareholders would not be Restricted
     Shares (as hereinafter defined) subject to Article VI of
     this Agreement.  If the merger of Diblo and G-Modelo is
     prohibited by the immediately preceding clause, the
     parties shall work together to achieve a mutually accept-
     able transaction structure which would achieve the Con-
     trolling Shareholders' objectives.  In the event that the
     Controlling Shareholders elect to require G-Modelo to
     purchase the Banamex Put Shares pursuant to clause (a)
     above, the Controlling Shareholders shall deliver a
     written notice (the "Banamex Put Notice") to G-Modelo and
     the Investor in accordance with Section 13.10 indicating
     (1) the number of Banamex Put Shares, (2) the Banamex Put
     Price Per Share (as hereinafter defined), and (3) the
     date and time fixed for the consummation of such sale.
     The purchase price per share for the Banamex Put Shares
     (the "Banamex Put Price Per Share") shall be calculated
     in the same manner and subject to the same limitations
     and restrictions as the Diblo Option Price Per Share
     provided for in Section 6.4(a)(including the limitations
     and restrictions set forth in the two provisory clauses
     in the third sentence of Section 6.3(a)) except that (i)

                                43

<PAGE> 49

     all references in Section 6.3(a) to the Option Exercise
     Notice shall mean the Banamex Put Notice, and (ii) the
     Adjusted G-Modelo Per Share Earnings shall be calculated
     during the most recently completed four quarters prior to
     the date of the Banamex Put Notice.


                              ARTICLE VI

                  TRANSFER, SALE AND PURCHASE RIGHTS
                  ----------------------------------

               6.1.  General.  Subject to the rights and
                     -------
     obligations of the Controlling Shareholders with respect
     to their Trust Rights in the Entrusted Shares (as such
     terms are defined in the Control Trust Agreement) pursu-
     ant to the Control Trust Agreement, none of the Control-
     ling Shareholders, the Trustee on behalf of the Control
     Trust, the Trustee on behalf of the Option Trust, the
     Trustee on behalf of the Banamex Trust or the Investor
     shall sell, convey, assign, transfer, deliver, mortgage,
     pledge, encumber or otherwise dispose (a "Disposition" or
     when used as a verb, "Dispose") of any Series A Shares
     (except for an aggregate of 27,436,722 Series C Shares to
     be sold by the Controlling Shareholders on a widely
     distributed basis in accordance with Section 5.8), Series
     B Shares, Series P-C Shares or Diblo Common Shares (col-
     lectively, the "Restricted Shares") held by such party
     except as provided in this Agreement, the Control Trust
     Agreement, the Option Trust Agreement and the Banamex
     Trust Agreement; provided, however, that until such time
                      --------  -------
     as the Series C Shares are sold to the public in accor-
     dance with Section 5.8, they shall be deemed to be Re-
     stricted Shares for purposes of this Agreement.  Any at-
     tempted Disposition in violation hereof shall be null and
     void.  Notwithstanding the foregoing, any party may make
     a Disposition of Restricted Shares, whether voluntarily
     or involuntarily, directly or indirectly, pursuant to (a)
     any transfer of legal title to the Restricted Shares
     resulting from the resignation, removal or change of a
     trustee holding Restricted Shares for the benefit of
     another, (b) any distribution of Restricted Shares from
     an estate or trust to any beneficiary thereof, (c) any
     transfer of Restricted Shares to such party's spouse,
     child, grandchild, brother, uncle, aunt, nephew, adopted
     child, great-grandchild or parent, (d) any transfer of
     Restricted Shares to a trust for the benefit of any
     person described in clause (c), a Controlling Sharehold-

                                44

<PAGE> 50

     er, charitable institution or other trust created to
     pursue philanthropic purposes for the benefit of third
     parties not affiliated with a beer company (other than G-
     Modelo or A-B), or (e) any transfer of Restricted Shares
     to a partnership or corporation controlling, controlled
     by or under the common control with one or more of the G-
     Modelo Signatories, and only if, in each case under
     clauses (a) through (e) above, (i) the recipient of such
     Restricted Shares agrees in writing to be bound by the
     terms and conditions of this Agreement in which event,
     for purposes of this Agreement, such recipient shall be
     deemed to be a (1) "Controlling Shareholder" if the
     disposing party was a Controlling Shareholder, the Trust-
     ee of the Control Trust, the Trustee of the Option Trust
     or the Trustee of the Banamex Trust if the Disposition
     was effected by a substitution of Trustee of such Trust
     or (2) the Investor if the disposing party was the Inves-
     tor, and (ii) in the case of any Disposition by a party
     other than the Investor, the Investor receives reasonable
     notice of such Disposition, a copy of the recipient's
     written agreement required by clause (i) above, and
     copies of any related instruments effecting a substitu-
     tion of the trustee pursuant to clause (a) above, creat-
     ing a trust pursuant to clause (d) above or evidencing
     control of the corporation or partnership to which a
     Disposition was made pursuant to clause (e) above, and
     (iii) in the case of any Disposition by the Investor, the
     Controlling Shareholders receive reasonable advance
     notice of such Disposition, a copy of the recipient's
     written agreement required by clause (i) above, and
     copies of any related instruments creating a trust pursu-
     ant to clause (d) above, effecting a substitution of the
     trustee pursuant to clause (a) above or evidencing A-B's
     control of the corporation or partnership to which a
     Disposition was made pursuant to clause (e) above.

               6.2.  Offer to Sell; Right of First Refusal.
                     -------------------------------------

                    (a)  In the event that the Investor de-
     sires to make a Disposition at any time of any of Re-
     stricted Shares (other than the Series P-C Shares) then
     owned by it (other than a Disposition permitted by Sec-
     tion 6.1), the Investor shall first submit a written
     offer (the "Offering Notice") of such shares to each of
     the Controlling Shareholders (each of such parties, an
     "Offeree") in accordance with Section 13.10 specifying

                                45

<PAGE> 51

     the number of Restricted Shares being offered for sale
     (the "Offered Shares").

                    (b)  Within five business days after
     receipt of an Offering Notice, each Offeree shall give a
     written notice (a "Response Notice") to the Investor
     informing the Investor as to whether it desires to nego-
     tiate the purchase of the Offered Shares, which Response
     Notice shall specify the number of Offered Shares each
     such Offeree desires to purchase.  Upon receipt of
     affirmative Response Notice(s) for all of the Offered
     Shares, the Investor and Offeree(s) shall promptly nego-
     tiate in good faith the terms governing such purchase.
     In the event the Offeree(s) delivering Response Notices
     do not intend, in the aggregate, to negotiate the pur-
     chase of all of the Offered Shares, the Investor shall
     determine whether to negotiate the sale of the aggregate
     number of Offered Shares proposed to be purchased in such
     Response Notices.  If (i) the Investor determines to sell
     such lesser number of Offered Shares, then the Investor
     and the Offeree(s) delivering affirmative Response Notic-
     es shall promptly negotiate in good faith the terms
     governing such purchase, or (ii) the Investor determines
     to attempt to sell all Offered Shares, then the Investor
     shall give a written notice (a "Second Offering Notice")
     within five business days after receipt of the Response
     Notices to each Offeree who delivered an affirmative
     Response Notice (a "Purchasing Offeree") setting forth
     the names of, and number of Offered Shares to be pur-
     chased by, each Purchasing Offeree and the number of
     Offered Shares remaining offered for purchase.  Within
     five business days after receipt of a Second Offering
     Notice, the Purchasing Offerees shall determine whether
     they will negotiate the purchase of all Offered Shares
     and give the Investor written notice of such determina-
     tion (a "Second Response Notice").  If the Purchasing
     Offerees, in the aggregate, determine to negotiate the
     purchase of all Offered Shares, the Investor and the Pur-
     chasing Offerees shall promptly negotiate in good faith
     the terms governing such purchase.

                    (c)  In the event that (i) the parties
     cannot in good faith reach agreement upon the terms of
     said purchase of Offered Shares within thirty days fol-
     lowing the date of the Response Notice or the Second
     Response Notice, as the case may be, or (ii) the Investor
     makes the determination provided in paragraph (b)(ii) and

                                46

<PAGE> 52

     the Purchasing Offerees, in the aggregate, decline to
     negotiate the purchase of all of the Offered Shares, then
     the Investor shall have the right to negotiate the sale
     of the Offered Shares to a third party (a "Third Party
     Purchaser") for cash.

                    (d)  If the Investor receives a bona fide
     cash offer from a Third Party Purchaser (a "Third Party
     Offer") to purchase all of such Offered Shares which the
     Investor wishes to accept, the Investor shall cause the
     Third Party Offer to be reduced to writing and shall
     submit a written notice of such Third Party Offer (a
     "Third Party Offer Notice") to each of the Purchasing
     Offerees specifying (i) the names of all Purchasing
     Offerees receiving the Third Party Offer Notice, (ii) the
     number of Offered Shares, (iii) the proposed cash pur-
     chase price (the "Third Party Offer Price"), (iv) the
     name and address of the Third Party Purchaser, and (v)
     all other material terms of the proposed Disposition,
     including the proposed method of cash payment.  The Third
     Party Offer Notice shall set forth the Investor's irrevo-
     cable offer to sell the Offered Shares to the Purchasing
     Offerees at the price and upon the terms stated in the
     Third Party Offer Notice.

                    (e)  Within ten business days after re-
     ceipt of a Third Party Offer Notice, the Purchasing
     Offerees receiving a Third Party Offer Notice shall give
     written notice (a "Third Party Offer Response Notice") to
     the Investor as to whether they elect to purchase all,
     but not less than all, of the Offered Shares upon the
     terms and conditions set forth in the Third Party Offer
     Notice.  Any affirmative Third Party Offer Response
     Notice shall specify a date and time for the closing of
     the purchase (the "Purchase Right Closing"), which date
     shall not be less than ten nor more than forty days after
     the date of such affirmative Third Party Response Notice.
     The Purchase Right Closing shall take place at such
     location as the parties may mutually agree upon, and the
     purchase price per share to be paid by a Purchasing
     Offeree for the purchase of Offered Shares pursuant to
     this Section 6.2(e) shall be equal to the Third Party
     Offer Price per share and shall be paid in the manner
     proposed in the Third Party Offer Notice.

                    (f)  If the Offered Shares are not pur-
     chased by the Purchasing Offerees, the Investor may make

                                47

<PAGE> 53

     a Disposition of the Offered Shares to the Third Party
     Purchaser named in the Third Party Offer Notice but only
     in strict compliance with the terms stated therein or on
     terms more favorable to the Investor, and thereafter the
     Offered Shares in the hands of the Third Party Purchaser
     shall not be subject to the provisions of this Agreement.
     If the Investor shall fail to complete such Disposition
     to the Third Party Purchaser within ninety days following
     the receipt of the Third Party Offer Response Notice, the
     Investor shall be required to submit another Offering
     Notice pursuant to Section 6.2(a) in order to Dispose of
     any of its Restricted Shares.

                    (g)  In the event that the Purchasing
     Offerees indicate their willingness to purchase, when
     aggregated, a number of Restricted Shares greater than
     the number of the Offered Shares, the Offered Shares
     shall be allocated among the Purchasing Offerees in
     proportion to their respective percentage ownerships of
     G-Modelo capital stock.

                    (h)  Any failure by the Controlling Share-
     holders to deliver a Response Notice, a Second Response
     Notice or a Third Party Offer Response Notice within the
     required time period shall be deemed an irrevocable
     election not to purchase the Offered Shares.

                    (i)  Subject to the rights of first refus-
     al among the Controlling Shareholders set forth in the
     Control Trust Agreement, the Investor shall have rights
     identical to those set forth in paragraphs (a) through
     (h) above with respect to all of the Restricted Shares
     owned by the Controlling Shareholders or the Control
     Trust, which rights shall be provided for in the Control
     Trust Agreement, but shall, for purposes of this Agree-
     ment, be deemed to be set forth herein as if fully set
     forth in haec verba.  Notwithstanding the foregoing and
           -- ---- -----
     as provided in the Control Trust Agreement, in the event
     the Investor does not exercise the Option on or before
     December 31, 1997 in full and purchase 51,052,626 Series
     B Shares pursuant to Section 6.3, the Investor's rights
     of first refusal shall terminate and be of no further
     force and effect as of December 31, 1997 (or such later
     date as provided in the Control Trust Agreement).

                                48

<PAGE> 54

               6.3.  The Investor's Option to Purchase Shares
                     ----------------------------------------
     of G-Modelo Capital Stock.
     -------------------------

                    (a)  The Controlling Shareholders and the
     Trustee on behalf of the Option Trust hereby grant to the
     Investor an irrevocable option (the "Option") to purchase
     51,052,626 Series B Shares, which shall be Class II
     shares representing the variable capital of G-Modelo (it
     being agreed that such number of shares of G-Modelo capi-
     tal stock, which when added to the 20,323,498 Series P-C
     Shares or Series B Shares then owned by the Investor,
     will cause the Investor to own at least 35.12 percent of
     the outstanding G-Modelo capital stock after exercise of
     the Option) (the "Option Shares"), which Option Shares
     will be obtained by converting the 51,052,626 Series A
     Shares held in trust pursuant to the Option Trust Agree-
     ment into a like number of Series B Shares.  The exercise
     price per share payable by the Investor for the Option
     Shares shall be equal to the "Average Closing Price Per
     Share of G-Modelo Capital Stock."  The Average Closing
     Price Per Share of G-Modelo Capital Stock shall be equal
     to the average closing price per share of the Series C
     Shares on the Bolsa for the 30 trading-days preceding the
     date of the Option Exercise Notice (as hereinafter de-
     fined); provided, however, that in the event such Average
             --------  -------
     Closing Price Per Share of G-Modelo Capital Stock (i) is
     less than 15 times the Adjusted G-Modelo Per Share Earn-
     ings (as hereinafter defined), the Average Closing Price
     Per Share of G-Modelo Capital Stock shall be deemed to be
     an amount equal to 15 times the Adjusted G-Modelo Per
     Share Earnings, and (ii) is more than 19 times the Ad-
     justed G-Modelo Per Share Earnings, the Average Closing
     Price Per Share of G-Modelo Capital Stock shall be deemed
     to be an amount equal to 19 times the Adjusted G-Modelo
     Per Share Earnings; and provided, further, that (1) if,
                             --------  -------
     in addition to the Series C Shares trading on the Bolsa
     on the date the Average Closing Price Per Share of G-
     Modelo Capital Stock is determined, the Series A Shares
     and/or Series B Shares are also traded on the Bolsa on
     such date, the Average Closing Price Per Share of G-
     Modelo Capital Stock shall be equal to the quotient
     (rounded to the fourth decimal) determined by (x) multi-
     plying the average closing price per share of each Series
     of G-Modelo so traded on the Bolsa for such 30 trading-
     day period by the number of outstanding shares of such
     Series, and (y) adding all such multiplication products

                                49

<PAGE> 55

     to determine the sum thereof, and (z) dividing such sum
     by the aggregate number of outstanding shares of all
     Series of capital stock of G-Modelo so traded; (2) if
     shares of any Series of capital stock of G-Modelo were
     not traded on the Bolsa for a period of 30 trading-days
     preceding the date of the Option Exercise Notice, the
     Average Closing Price Per Share of G-Modelo Capital Stock
     shall be based on the average closing price per share of
     such Series of G-Modelo capital stock on the Bolsa for
     such number of days that such Series of G-Modelo stock
     traded on the Bolsa prior to such date, subject to the
     limitations provided in the immediately preceding provi-
     so; and (3) if 26,420,548 Series C Shares (such shares
     representing thirteen percent of the total authorized
     capital stock of G-Modelo) have not theretofore been sold
     to the public as contemplated by Section 5.8 and placed
     on the Bolsa, the Average Closing Price Per Share of G-
     Modelo Capital Stock shall be conclusively deemed to have
     been established as provided in clause (i) of the immedi-
     ately preceding proviso.  For purposes hereof, the "Ad-
     justed G-Modelo Per Share Earnings" shall mean (x) the
     consolidated after-tax net earnings of G-Modelo calculat-
     ed in accordance with Mexican GAAP for the most recently
     completed four quarters prior to the date of the Option
     Exercise Notice, as reported to the Bolsa, if shares of
     G-Modelo capital stock have been listed on the Bolsa, or
     as prepared by G-Modelo, if shares have not been listed,
     excluding any non-recurring extraordinary items, divided
     by (y) the aggregate number of outstanding shares of
     G-Modelo capital stock; and provided, further, that for
                                 --------  -------
     purposes of this Agreement, such Adjusted G-Modelo Per
     Share Earnings shall be independently certified by each
     of C&L and PW.

                    (b)  The Option may be exercised by the
     Investor, in whole or in part, at any time or from time
     to time commencing on July 1, 1995 and ending on December
     31, 1997 by delivery of written notice of such exercise
     (an "Option Exercise Notice") to the Controlling Share-
     holders and the Option Trust in accordance with Section
     13.10.  The Option Exercise Notice shall indicate (i) the
     date (an "Option Closing Date") and time fixed for the
     Option Closing (which date shall not be less than ten nor
     more than forty days following the date of the Option
     Exercise Notice), (ii) the number of Option Shares to be
     purchased, and (iii) the Average Closing Price Per Share
     of G-Modelo Capital Stock.  The closing of the purchase

                                50

<PAGE> 56

     of the Option Shares (an "Option Closing") shall take
     place at such location as the parties may mutually agree
     upon.

                    (c)  At any Option Closing hereunder (i)
     the Investor shall pay in immediately available funds an
     aggregate purchase price for the Option Shares to be
     purchased (the "Aggregate Option Price") equal to the
     product of (A) the Average Closing Price Per Share of G-
     Modelo Capital Stock and (B) the number of Option Shares
     being purchased at such Option Closing converted into
     United States dollars at the Free Exchange Rate, and (ii)
     the Trustee on behalf of the Option Trust shall deliver
     to the Investor a certificate or certificates represent-
     ing the number of Option Shares so purchased, duly en-
     dorsed in the name of the Investor.

                    (d)  In the event that any purchase of
     Option Shares by the Investor pursuant to this Section
     6.3 would require the approval of or any filing with any
     Mexican or United States governmental agency, including,
     without limitation, the Mexican Foreign Investment Com-
     mission pursuant to the LRMI, the LEC or the United
     States Federal Trade Commission or the Antitrust Division
     of the United States Department of Justice pursuant to
     the HSR Act, and such approval has not been obtained or
     all waiting periods have not expired or been terminated
     prior to the Option Closing Date, (x) if the approval of
     the Mexican Foreign Investment Commission pursuant to the
     LRMI is the sole remaining approval and all other appli-
     cable waiting periods have expired or been terminated,
     the Investor shall have the right to appoint a designated
     purchaser to consummate such purchase pursuant to Section
     5.3(a), or (y) the Option Closing Date shall automati-
     cally be extended to the date which is no more than three
     business days after the approval of all such governmental
     agencies has been granted and all waiting periods have
     expired or been terminated; provided, however, the Option
                                 --------  -------
     Closing Date may not be extended beyond August 10, 1998.
     In the event that the Option Closing is extended pursuant
     to clause (y) of the immediately preceding sentence, the
     Aggregate Option Price shall be reduced by the aggregate
     amount of dividends on the Option Shares to be purchased
     at the Option Closing, if any, declared following the
     Option Closing Date set forth in the Option Exercise
     Notice and paid to holders of record on a date which is
     prior to the date the Option Closing, as so extended

                                51

<PAGE> 57

     occurs; provided, however, the Investor shall be required
             --------  -------
     to pay interest on such Aggregate Option Price at the
     Prime Rate, for the period beginning on the Option Clos-
     ing Date set forth in the Option Exercise Notice to but
     not including the date the Option Closing, as so extend-
     ed, occurs.

               6.4.  The Investor's Option to Purchase Diblo
                     ---------------------------------------
     Common Shares.
     -------------

                    (a)  The Controlling Shareholders and the
     Trustee on behalf of the Banamex Trust hereby grant to
     the Investor an irrevocable option (the "Diblo Option")
     to purchase 32,237,145 Diblo Series B Shares, which shall
     be Class II shares representing the variable capital of
     Diblo (it being agreed that such number of shares of
     Diblo capital stock, which when added to the 24,329,922
     Diblo Series B Shares then owned by the Investor, will
     cause the Investor to own at least 23.25 percent of the
     outstanding Diblo capital stock after exercise of the
     Diblo Option) (the "Diblo Option Shares"), which Diblo
     Option Shares are held in the Banamex Trust.  The exer-
     cise price per share payable by the Investor for the
     Diblo Option Shares (the "Diblo Option Price Per Share")
     shall be calculated by (i) adding the Total G-Modelo
     Common Equity Capitalization (as hereinafter defined) to
     the product obtained by multiplying the Average Closing
     Price Per Share of G-Modelo Capital Stock by the total
     number of Series P-C Shares then outstanding (the "Total
     G-Modelo Equity Capitalization"), (ii) dividing the Total
     G-Modelo Equity Capitalization by G-Modelo's aggregate
     percentage ownership of the outstanding Diblo capital
     stock on the day preceding the date of the Diblo Option
     Exercise Notice (as hereinafter defined)(the "Total Diblo
     Equity Capitalization"), and (iii) dividing the Total
     Diblo Equity Capitalization by the aggregate number of
     Diblo Common Shares and Diblo P-C Shares outstanding at
     the close of business on the day preceding the date of
     the Diblo Option Exercise Notice (the "Diblo Per Share
     Market Price").  For purposes hereof, "Total G-Modelo
     Common Equity Capitalization" shall mean the product
     obtained by multiplying (x) the Average Closing Price Per
     Share of G-Modelo Capital Stock by (y) the aggregate
     number of Series A Shares, Series B Shares and Series C
     Shares outstanding at the close of business on the day
     preceding the date of the Diblo Option Exercise Notice.
     The determination of the Diblo Option Price Per Share

                                52

<PAGE> 58

     shall be subject to the limitations and restrictions set
     forth in, and shall be calculated in accordance with, the
     two provisory clauses in the third sentence of Section
     6.3(a) above; provided, however, the Adjusted G-Modelo
                   --------  -------
     Per Share Earnings shall be calculated during the most
     recently completed four quarters prior to the date of the
     Diblo Option Exercise Notice and all references to Option
     Exercise Notice in Section 6.3(a) shall mean the Diblo
     Option Exercise Notice.

                    (b)  The Diblo Option may be exercised by
     the Investor, in whole or in part, at any time or from
     time to time commencing on July 1, 1995 and ending on
     December 31, 1997 by delivery of written notice of such
     exercise (the "Diblo Option Exercise Notice") to the
     Controlling Shareholders and the Banamex Trust in accor-
     dance with Section 13.10.  The Diblo Option Exercise
     Notice shall indicate (i) the date (the "Diblo Option
     Closing Date") and time fixed for the Diblo Option Clos-
     ing (which date shall not be less than ten nor more than
     forty days following the date of the Diblo Option Exer-
     cise Notice), (ii) the number of Diblo Option Shares to
     be purchased, and (iii) the Diblo Option Price Per Share.
     The closing of the purchase of the Diblo Option Shares
     (the "Diblo Option Closing") shall take place at such
     location as the parties may mutually agree upon.

                    (c)  At any Diblo Option Closing hereunder
     (i) the Investor shall pay in immediately available funds
     an aggregate purchase price for the Diblo Option Shares
     to be purchased (the "Aggregate Diblo Option Price")
     equal to the product of (A) the Diblo Option Price Per
     Share and (B) the number of Diblo Option Shares being
     purchased at such Diblo Option Closing converted into
     United States dollars at the Free Exchange Rate, and (ii)
     the Trustee on behalf of the Banamex Trust shall deliver
     to the Investor a certificate or certificates represent-
     ing the number of Diblo Option Shares so purchased, duly
     endorsed in the name of the Investor.

                    (d)  In the event that any purchase of
     Diblo Option Shares by the Investor pursuant to this
     Section 6.4 would require the approval of or any filing
     with any Mexican or United States governmental agency,
     including, without limitation, the Mexican Foreign In-
     vestment Commission pursuant to the LRMI, the LEC or the
     United States Federal Trade Commission or the Antitrust

                                53

<PAGE> 59

     Division of the United States Department of Justice
     pursuant to the HSR Act, and such approval has not been
     obtained or all waiting periods have not expired or been
     terminated prior to the Diblo Option Closing Date, (x) if
     the approval of the Mexican Foreign Investment Commission
     pursuant to the LRMI is the sole remaining approval and
     all other applicable waiting periods have expired or been
     terminated, the Investor shall have the right to appoint
     a designated purchaser to consummate such purchase pursu-
     ant to Section 5.3(a) or (y) the Diblo Option Closing
     Date shall automatically be extended to the date which is
     no more than three business days after the approval of
     all such governmental agencies has been granted and all
     waiting periods have expired or been terminated; provid-
                                                      -------
     ed, however, the Diblo Option Closing Date may not be
     --  -------
     extended beyond August 10, 1998.  In the event that the
     Diblo Option Closing is extended pursuant to clause (y)
     of the immediately preceding sentence, the Aggregate
     Diblo Option Price shall be reduced by the aggregate
     amount of dividends on the Diblo Option Shares to be
     purchased at the Diblo Option Closing, if any, declared
     following the Diblo Option Closing Date set forth in the
     Diblo Option Exercise Notice and paid to holders of
     record on a date which is prior to the date the Diblo
     Option Closing, as so extended, occurs; provided, howev-
                                             --------  ------
     er, the Investor shall be required to pay interest on
     --
     such Aggregate Diblo Option Price at the Prime Rate, for
     the period beginning on the Diblo Option Closing Date set
     forth in the Diblo Option Exercise Notice to but not
     including the date the Diblo Option Closing, as so ex-
     tended, occurs.

               6.5.  Consequences of Failure to Convert Series
                     -----------------------------------------
     P-C Shares.  In the event that the Investor does not
     ----------
     convert the Series P-C Shares into a like number of
     Series B Shares on or prior to December 31, 1996, in
     accordance with the terms of the Series P-C Shares, then
     the following provisions shall be mandatorily and irrevo-
     cably applicable and binding on all parties to this
     Agreement.
                    (a)  The Series P-C Shares shall be re-
     deemed by G-Modelo on December 31, 1996, in accordance
     with the terms of the Series P-C Shares and the Amended
     G-Modelo By-laws.

                             54

<PAGE> 60

                    (b)  The rights granted to the Investor to
     purchase Option Shares and Diblo Option Shares pursuant
     to Sections 6.3 and 6.4, respectively, the restrictions
     on transfer and the right of first refusal granted to the
     Investor pursuant to Sections 6.1 and 6.2(i) hereof and
     Clause Eighth and Annex 3 of the Control Trust Agreement,
     respectively, and the restrictions on transfer and the
     right of first refusal granted to the Controlling Share-
     holders pursuant to Section 6.1 and 6.2, respectively,
     shall expire and be of no further force and effect.

                    (c)  The Investor shall have the right
     (the "Put Right"), in its sole discretion, to require
     that:

                         (i)  the Controlling Sharehold-
          ers purchase all, but not less than all, of the
          Shares of G-Modelo Stock (the "G-Modelo Put
          Shares") and the Diblo Common Shares (the "Dib-
          lo Put Shares," and together with the "G-Modelo
          Put Shares," the "Put Shares") then owned,
          directly or indirectly, by the Investor and its
          authorized designees, if any; and

                        (ii)  the Controlling Sharehold-
          ers or G-Modelo or any combination thereof pur-
          chase all, but not less than all, of the Diblo
          Put Shares then owned, directly or indirectly,
          by the Investor and its authorized designees,
          if any.

     The Investor shall exercise the Put Right by delivering a
     written notice (the "Put Notice") to the Controlling
     Shareholders and G-Modelo in accordance with Section
     13.10 indicating (1) the number of Put Shares, (2) the G-
     Modelo Put Price Per Share (as hereinafter defined) and
     the Diblo Put Price Per Share (as hereinafter defined),
     and (3) the date and time fixed for the consummation of
     such sale (the "Put Closing"), which date shall not be
     less than ten nor more than forty days following the date
     of the Put Notice.  The purchase price per share for the
     G-Modelo Put Shares (the "G-Modelo Put Price Per Share")
     shall be calculated in the same manner and subject to the
     same limitations as the Average Closing Price Per Share
     of G-Modelo Capital Stock provided for in Section 6.3(a)
     except that (x) all references in Section 6.3(a) to
     Option Exercise Notice shall mean Put Notice, and (y) the

                                55

<PAGE> 61

     Adjusted G-Modelo Per Share Earnings shall be calculated
     during the most recently completed four quarters prior to
     the date of the Put Notice.  The purchase price per share
     for the Diblo Put Shares (the "Diblo Put Price Per
     Share") shall be calculated in the same manner and sub-
     ject to the same limitations as the Diblo Option Price
     Per Share provided for in Section 6.4(a) except that (i)
     all references in Section 6.3(a) to Option Exercise
     Notice shall mean Put Notice, and (ii) the Adjusted G-
     Modelo Per Share Earnings shall be calculated during the
     most recently completed four quarters prior to the date
     of the Put Notice.  At the Put Closing, (x) the Control-
     ling Shareholders or G-Modelo or any such combination
     thereof shall pay an aggregate purchase price for the Put
     Shares equal to the sum of (A) the product obtained by
     multiplying the G-Modelo Put Price Per Share by the
     number of G-Modelo Put Shares, and (B) the product ob-
     tained by multiplying the Diblo Put Price Per Share by
     the number of Diblo Put Shares, in United States dollars
     in immediately available funds, calculated in accordance
     with the Free Exchange Rate, and (y) the Investor shall
     deliver to the purchasers certificates representing the
     Put Shares, duly endorsed in the name of the purchaser.

                    (d)  In addition to, and not in lieu of,
     the Put Rights, the Investor shall have the right (the
     "Withdrawal Right"), in its sole discretion, to require
     that G-Modelo (in the case of G-Modelo capital stock) and
     Diblo (in the case of Diblo capital stock) purchase all,
     but not less than all, of the G-Modelo Put Shares and the
     Diblo Put Shares, respectively, then owned, directly or
     indirectly, by the Investor and its authorized designees,
     if any, and G-Modelo and Diblo shall be obligated to
     purchase all of such shares.  The Investor shall exercise
     the Withdrawal Right by delivering a written notice (the
     "Withdrawal Notice") to the Controlling Shareholders, G-
     Modelo and Diblo in accordance with Section 13.10 indi-
     cating the number of G-Modelo Put Shares and Diblo Put
     Shares to be withdrawn.  G-Modelo, Diblo and the Control-
     ling Shareholders, in their capacity as shareholders,
     directors or officers of G-Modelo and Diblo and as mem-
     bers of the technical committees of the Control Trust,
     the Option Trust and the Banamex Trust, will take all
     actions, and do all things necessary to ensure that the
     withdrawal is completed (the "Withdrawal Closing") as
     soon as permitted by Mexican law, the Amended G-Modelo
     By-laws and the Amended Diblo By-laws.  For purposes of

                                56

<PAGE> 62

     this Section 6.5(d), the withdrawal price per share for
     the G-Modelo Put Shares pursuant to the Withdrawal Right
     (the "G-Modelo Withdrawal Price Per Share") shall be the
     amount per share of G-Modelo capital stock paid by G-
     Modelo to the Investor in connection with the exercise of
     the Withdrawal Right pursuant to the Amended G-Modelo By-
     laws.  For purposes of this Section 6.5(d), the with-
     drawal price per share for the Diblo Put Shares pursuant
     to the Withdrawal Right (the "Diblo Withdrawal Price Per
     Share") shall be the amount per share of Diblo capital
     stock paid by Diblo to the Investor in connection with
     the exercise of the Withdrawal Right pursuant to the
     Amended Diblo By-laws.  At the Withdrawal Closing, (x) G-
     Modelo shall pay an aggregate withdrawal price (the
     "Aggregate G-Modelo Withdrawal Price") for the G-Modelo
     Put Shares equal to the product obtained by multiplying
     the G-Modelo Withdrawal Price Per Share by the number of
     G-Modelo Put Shares, and Diblo shall pay an aggregate
     withdrawal price (the "Aggregate Diblo withdrawal Price"
     and, together with the Aggregate G-Modelo Withdrawal
     Price, the "Aggregate Withdrawal Price") for the Diblo
     Put Shares equal to the product obtained by multiplying
     the Diblo Put Price Per Share by the number of Diblo Put
     Shares, in Mexican Pesos in immediately available funds,
     and (y) the Investor shall deliver to G-Modelo and Diblo,
     as the case may be, the certificates representing the Put
     Shares, duly endorsed in the names of the companies.  In
     connection with the Investor's exercise of the Withdrawal
     Right pursuant to this Section 6.5(d), the Controlling
     Shareholders agree to indemnify, jointly and severally,
     the Investor for the full amount, if any, of the G-Modelo
     Withdrawal Price Shortfall (as hereinafter defined) and
     the Diblo Withdrawal Price Shortfall (as hereinafter de-
     fined).  For purposes of this Section 6.5(d), (1) the "G-
     Modelo Withdrawal Price Shortfall" shall be an amount
     equal to the sum of (A) the difference between the G-
     Modelo Put Price Per Share calculated in accordance with
     Section 6.5(c) and the G-Modelo Withdrawal Price Per
     Share plus (B) an amount equal to the interest on the
     Aggregate G-Modelo Withdrawal Price and the G-Modelo
     Withdrawal Price Shortfall at the Prime Rate, for the
     period beginning on the earliest date on which the Put
     Closing could have occurred had the Controlling Share-
     holders purchased the G-Modelo Put Shares pursuant to the
     Put Right and continuing to but not including the date of
     the Withdrawal Closing, and (2) the "Diblo Withdrawal
     Price Shortfall" shall be an amount equal to the sum of

                                57

<PAGE> 63

     (C) the difference between the Diblo Put Price Per Share
     calculated in accordance with Section 6.5(c) and the
     Diblo Withdrawal Price Per Share plus (D) an amount equal
     to the interest on the Aggregate Diblo Withdrawal Price
     and the Diblo Withdrawal Price Shortfall at the Prime
     Rate for the period beginning on the earliest date on
     which the Put Closing could have occurred had the Con-
     trolling Shareholders purchased the Diblo Put Shares
     pursuant to the Put Right and continuing to but not in-
     cluding the date of the Withdrawal Closing.  The Control-
     ling Shareholders agree to pay the G-Modelo Withdrawal
     Price Shortfall and the Diblo Withdrawal Price Shortfall
     to the Investor in United States dollars in immediately
     available funds calculated in accordance with the Free
     Exchange Rate within three business days after the With-
     drawal Closing.

                    (e)  The Controlling Shareholders shall
     have the right (the "Call Right") to require that the
     Investor sell all, but not less than all, of the Put
     Shares, and the Investor shall be obligated to so sell
     all of the Put Shares.  The Controlling Shareholders
     shall exercise the Call Right by delivering a written
     notice (the "Call Notice") to the Investor in accordance
     with Section 13.10 indicating the total number of Put
     Shares, (ii) the Aggregate Call Purchase Price (as here-
     inafter defined), and (iii) the date and time fixed for
     the consummation of such sale (the "Call Closing"), which
     date shall not be less than ten nor more than forty days
     following the date of the Call Notice.  The purchase
     price per share for the Put Shares shall be calculated in
     the same manner and subject to the same limitations as
     provided for in Section 6.5(c) except that (i) all refer-
     ences in Section 6.3(a) to Option Exercise Notice shall
     mean Call Notice, and (ii) the Adjusted G-Modelo Per
     Share Earnings shall be calculated during the most re-
     cently completed four quarters prior to the date of the
     Call Notice (the "Call Price Per Share").  At the Call
     Closing, the purchasers shall pay an aggregate purchase
     price for the Put Shares equal to the Call Price Per
     Share multiplied by the number of Put Shares, in United
     States dollars in immediately available funds, calculated
     in accordance with the Free Exchange Rate, and (ii) the
     Investor shall deliver to the purchasers certificates
     representing the Put Shares, duly endorsed in the name of
     the purchasers.

                                58

<PAGE> 64

                    (f)  Following consummation of the trans-
     actions contemplated by paragraphs (a) and (c) or (d) or
     (e) and the performance in full by all parties of all of
     their obligations thereunder, this Agreement shall termi-
     nate (other than Sections 5.1(b), 13.8, 13.9, 13.10,
     13.11, 13.12 and Article XII).

               6.6.  Restriction on Dispositions to Competi-
                     ---------------------------------------
     tors.  Notwithstanding anything to the contrary contained
     ----
     in this Agreement, none of the G-Modelo Signatories, the
     Banamex Trust, the Option Trust or the Investor shall,
     and the Controlling Shareholders as members of the tech-
     nical committee of the Control Trust shall cause the
     Control Trust not to, sell or offer to sell and the G-
     Modelo Signatories shall cause the other Controlling
     Shareholders not to sell or offer to sell any shares of
     capital stock of G-Modelo (other than Series C Shares to
     be sold on a widely distributed basis in accordance with
     Section 5.8) or any G-Modelo Corporation to any Person or
     its controlling shareholders engaged, directly or indi-
     rectly, in the production, distribution or sale of beer
     in or to the United States or Mexico other than the
     Investor or its designees in accordance with the terms of
     this Agreement.

               6.7.  Restrictions on Acquiring Series C
                     ----------------------------------
     Shares.  Until the earlier of (x) such time as the Inves-
     ------
     tor has exercised the Option in full or (y) the expira-
     tion of the Option, the Controlling Shareholders and A-B
     each agree that they will not, directly or indirectly
     through affiliates, nominees or otherwise, acquire record
     or beneficial ownership of any Series A Shares, Series B
     Shares or Series C Shares pursuant to open-market pur-
     chases.
               6.8.  Extension of Time Periods.  In the event
                     -------------------------
     that any purchase of shares of G-Modelo capital stock or
     Diblo capital stock by A-B, A-BI or the Investor, on the
     one hand, or the Controlling Shareholders or G-Modelo, on
     the other hand, pursuant to Sections 6.2, 6.3, 6.4, 6.5
     and 12.2 hereof and Clause Eighth and Annex 3 of the
     Control Trust Agreement is subject to any legal impedi-
     ment or would require the approval of or any filing with
     any Mexican or United States governmental agency, includ-
     ing, without limitation, the Mexican Foreign investment
     Commission pursuant to the LRMI, the LEC or the United
     States Federal Trade Commission or the Antitrust Division

                                59

<PAGE> 65

     of the United States Department of Justice pursuant to
     the HSR Act, and such legal impediment is not removed or
     approval has not been obtained or all waiting periods
     have not expired or been terminated prior to the date set
     for the consummation of the acquisition of such shares,
     the parties hereto agree that the termination of all
     exercise periods during which such acquisition may take
     place shall be tolled for a period not to exceed six
     months from the expiration date of such period and as a
     result of such tolling the closing date for any such
     acquisition shall automatically be extended to a date
     which is no more than three business days after the
     approval of all such governmental agencies has been
     granted and all waiting periods have expired or been
     terminated; provided, however, such closing date may not
                 --------  -------
     be extended to a date which is six months beyond the day
     following the last day that such closing could otherwise
     have taken place.


                           ARTICLE VII

                    BOARDS OF DIRECTORS; VOTING
                    ---------------------------

               7.1.  Boards of Directors.  Pursuant to the
                     -------------------
     Amended G-Modelo By-laws:

                    (a)  Effective as of the Closing Date (i)
     the number of members of the G-Modelo Board of Directors
     shall be fixed at fourteen (each of whom may have an
     alternate), three of whom shall be nominated by the
     Investor (the "Investor Nominees") and eleven of whom
     shall be nominated by the Controlling Shareholders (the
     "Controlling Shareholder Nominees") and (ii) the Investor
     Nominees and the Controlling Shareholder Nominees shall
     be elected to the G-Modelo Board of Directors, in accor-
     dance with Mexican law and the Amended G-Modelo By-laws.
     A-B and the Controlling Shareholders agree to consider
     the advisability of inviting up to four independent
     individuals to become members of the fourteen person G-
     Modelo Board of Directors (the "Independent Nominees") up
     to three of whom would be nominated by the Controlling
     Shareholders in consultation with  A-B and one of whom
     would be nominated by A-B in consultation with the Con-
     trolling Shareholders.

                                60

<PAGE> 66

                    (b)  Effective as of the time the Investor
     and its authorized designees, if any, own, in the aggre-
     gate, at least 35.12 percent of G-Modelo's outstanding
     capital stock (i) the number of members of the G-Modelo
     Board of Directors shall be increased to twenty-one (each
     of whom may have an alternate), the number of Investor
     Nominees shall be increased to ten and the number of
     Controlling Shareholder Nominees shall remain at eleven,
     (ii) A-B and the Controlling Shareholders will consider
     maintaining the appointment of the Independent Nominees,
     and (iii) the additional Investor Nominees selected to
     fill such newly created directorships shall be elected to
     the G-Modelo Board of Directors in accordance with Mexi-
     can law and the Amended G-Modelo By-laws.

                    (c)  All such G-Modelo directors nominated
     and elected pursuant to paragraphs (a) and (b) above
     shall serve on the G-Modelo Board of Directors until
     their respective successors are duly elected and quali-
     fied in accordance with this Agreement and the provisions
     of the Amended G-Modelo By-laws.  In addition, at each
     annual meeting of G-Modelo shareholders following the
     Closing, the Investor Nominees and the Controlling Share-
     holder Nominees shall be elected to the G-Modelo Board of
     Directors.

                    (d)  Notwithstanding anything contained in
     this Agreement to the contrary, in the event that the
     Investor or its authorized designees, if any, acquire, in
     the aggregate, a number of Series A Shares that represent
     ten percent or more of G-Modelo's total outstanding
     capital stock, the Controlling Shareholders shall cause,
     in accordance with Section 7.1(g), one of the Controlling
     Shareholder Nominees to be removed from the G-Modelo
     Board of Directors and the Investor shall be entitled to
     fill such vacancy.  Thereafter, at each annual meeting of
     G-Modelo shareholders, the Investor shall be entitled to
     nominate one of the Controlling Shareholder Nominees.

                    (e)  For so long as the Controlling Share-
     holders are entitled to nominate more members of the G-
     Modelo Board of Directors than A-B, the Controlling
     Shareholders shall have the right to nominate a Control-
     ling Shareholder Nominee to act as Chairman of the G-Mod-
     elo Board of Directors, which nomination shall be ap-
     proved by a simple majority vote of the G-Modelo Board of
     Directors.

                                61

<PAGE> 67

                    (f)  Except as provided in Section 7.1(d),
     any vacancy on the G-Modelo Board of Directors occurring
     by reason of death, resignation, removal or other termi-
     nation of a director elected pursuant to Section 7.1(a)
     or 7.1(b) shall be filled by a new director nominated by
     the same party who was entitled to nominate the previous
     incumbent whose death, resignation, removal or other
     termination created such vacancy.

                    (g)  The party who nominated any director
     elected pursuant to Section 7.1(a) or 7.1(b), and only
     such party, shall have the right to remove such director
     by giving written notice to the Comisario of G-Modelo to
     call a meeting of G-Modelo shareholders for such purpose.

                    (h)  Pursuant to the Amended G-Modelo By-
     laws and the Amended Diblo By-laws, the Investor shall
     have rights identical to those set forth in paragraphs
     (a) through (g) above with respect to Diblo and the Diblo
     Board of Directors.

               7.2.  Corporate Actions.
                     -----------------

                    (a)  G-Modelo and the Controlling Share-
     holders, in their capacity as shareholders, directors or
     officers of G-Modelo and Diblo and as members of the
     technical committees of the Control Trust, the Banamex
     Trust and the Option Trust, agree to use their best ef-
     forts and to take all actions necessary to ensure that
     during the period the Investor and its authorized design-
     ees, if any, own, in the aggregate, at least 20,323,498
     shares of the outstanding capital stock of G-Modelo and
     at least 24,329,922 outstanding Diblo Common Shares, the
     Investor shall be entitled to the following rights and
     protections as a minority shareholder of G-Modelo and
     Diblo:

                         (i)  The Investor shall have the
          right to elect three Investor Nominees to the
          fourteen member G-Modelo Board of Directors and
          at least two Investor Nominees to G-Modelo's
          seven member Executive Committee (and their re-
          spective alternates).

                        (ii)  The Investor shall have the
          right to name a statutory auditor (Comisario)
          of G-Modelo.

                                62

<PAGE> 68

                       (iii)  The Investor shall have the
          right to approve any change to the dividend
          policies of G-Modelo and Diblo set forth in
          Section 5.9 or to approve any dividend or dis-
          tribution not in compliance with Section 5.9.

                        (iv)  There shall be a majority
          vote by series of the holders of Series A
          Shares and Series B Shares and a majority vote
          of the holders of the Series P-C Shares, at an
          Extraordinary Meeting of Shareholders of G-Mod-
          elo to approve (A) amendments to the Amended
          G-Modelo By-laws or Amended Diblo By-laws which
          would be contrary to or inconsistent with the
          Investor's rights contained in this Agreement,
          (B) acquisitions, divestitures, spin-offs,
          mergers or consolidations which will modify
          G-Modelo's earnings or asset base by more than
          ten percent, or involve companies owned in part
          by the Controlling Shareholders outside the
          G-Modelo corporate structure, or (C) except for
          divestitures of a controlling interest in a G-
          Modelo Corporation otherwise permitted in (B)
          above, the sale of any shares of capital stock
          of any of the G-Modelo Corporations (except as
          is otherwise required in the by-laws of the
          Comanditas pursuant to Section 5.4 of this
          Agreement).

                         (v)  A-B shall have the right to
          approve all pricing and other policies for
          transactions between G-Modelo or any G-Modelo
          Corporation, on the one hand, and Procermex,
          Difa, Gondi, Tramo Cia. de Transportes, S.A. de
          C.V., a Mexican corporation ("Tramo"), Eurocer-
          mex, Iberocermex, Tapas, Promotora, Envases or
          any other Subsidiary in which a Controlling
          Shareholder has any ownership interest other
          than through G-Modelo, on the other hand, to
          assure that such transactions are carried out
          on an arm's-length basis; provided, however,
                                    --------  -------
          that such approval shall not be withheld if the
          resulting pricing for each such transaction is
          at or below Market Price (as defined); and pro-
                                                     ----
          vided, further, that such approval will be re-
          -----  -------
          quired with respect to pricing or other poli-
          cies for transactions with Procermex only when

                                63

<PAGE> 69

          they imply changes to the pricing or policies
          for transactions with Procermex existing as of
          March 24, 1993 (which policies are generally
          described in Exhibit C hereto).  For purposes
          hereof, "Market Price" shall mean for any prod-
          uct or service, the lowest price available to
          the purchaser in Mexico from any North American
          source (including, without limitation, Subsid-
          iaries of the Investor), whether on a spot or
          long-term basis, which pricing will be verified
          from time to time by check bids.  Furthermore,
          in furtherance of the parties' desire to obtain
          the best available prices, G-Modelo and each G-
          Modelo Corporation agree to consult on a semi-
          annual basis with the Investor regarding all
          purchases of major goods and services acquired
          by them, regardless of source.  Within a rea-
          sonable period of time following the Closing,
          G-Modelo will provide to the Investor a sched-
          ule setting forth for each of the companies
          referred to in the first sentence of this
          clause (v), the commodity sold to or purchased
          by any other G-Modelo Corporation, the annual
          quantity thereof purchased or sold and a recent
          representative unit price therefor.

                        (vi)  The following planning and
          control processes shall be presented to and
          approved by a majority vote of the G-Modelo
          Board of Directors, provided such vote includes
          the approval of at least two Investor Nominees
          (a "Qualified Vote") and thereafter implemented
          by the G-Modelo management:  (A) annual budgets
          for capital and income statement line items, in
          reasonable detail, which shall be presented to
          the G-Modelo Board of Directors in the fourth
          quarter of each fiscal year and thereafter
          shall be revised quarterly by a Qualified Vote
          of the G-Modelo Board of Directors to reflect
          changes in the Mexican economy and other market
          circumstances; (B) the five-year plan for busi-
          ness strategy, income statement, balance sheet
          and cash flow statement, which shall be pre-
          sented to the G-Modelo Board of Directors annu-
          ally; and (C) monthly and year-to-date operat-
          ing, financial and sales results versus budget,
          with updated estimates for the remainder of the

                                64

<PAGE> 70

          current fiscal year which shall be presented at
          each monthly or bi-monthly G-Modelo Board of
          Directors (or Executive Committee) meeting.

                       (vii)  To promote the sharing of
          functional skills between G-Modelo and A-B, the
          Investor Nominees and the Controlling Share-
          holder Nominees shall mutually agree on the
          selection of executive and management personnel
          candidates to rotate between G-Modelo and A-B
          in the Finance, Marketing, Corporate Planning,
          Brewing and Operations areas commencing as soon
          as reasonably practicable after the Closing;
          provided, however, that no participant in such
          --------  -------
          program shall hold an executive office or posi-
          tion with any host company nor shall such par-
          ticipant have any authority to act in the name
          or on behalf of, or otherwise to bind, the host
          company; provided, further, that each party
                   --------  -------
          shall continue to pay the compensation of each
          of such party's participants in the program, as
          well as all costs and expenses relating to such
          participation, and the host company shall have
          no obligations in respect of any such payments.

                      (viii)  The Investor shall have the
          right to approve (A) any issuances of G-Modelo
          capital stock (other than on a pro rata basis
          to all G-Modelo shareholders without the pay-
          ment of any consideration therefor) or (B) any
          amortization of shares of G-Modelo capital
          stock.

                        (ix)  Whenever any of the matters
          described in (iii) through (vii) above are to
          be approved by a G-Modelo Corporation, such
          matter must first be approved by a Qualified
          Vote of the G-Modelo Board of Directors; pro-
                                                   ----
          vided, however, with respect to the matters set
          -----  -------
          forth in (iii) above, there shall be no Quali-
          fied Vote of the G-Modelo Board of Directors
          required as long as Section 5.9 is fully com-
          plied with.

                                65

<PAGE> 71

                    (b)  G-Modelo and the Controlling Share-
     holders, in their capacity as shareholders, directors or
     officers of G-Modelo and Diblo and as members of the
     technical committees of the Control Trust, the Banamex
     Trust and the Option Trust, agree to use their best ef-
     forts and to take all actions necessary to ensure that
     during the period the Investor and its authorized design-
     ees, if any, own, in the aggregate, at least 71,376,124
     shares of the outstanding G-Modelo capital stock, in
     addition to the minority shareholder rights and protecti-
     ons provided for in Section 7.2(a), the Investor shall be
     entitled to the following rights and protections as a
     minority shareholder of G-Modelo and Diblo:

                         (i)  The Investor shall have the
          right to elect ten Investor Nominees to the 21
          person G-Modelo Board of Directors and at least
          four Investor Nominees to G-Modelo's nine mem-
          ber Executive Committee (and their respective
          alternates).

                        (ii)  Prior to implementation by
          the G-Modelo management, the G-Modelo Board of
          Directors shall approve the following by a
          Qualified Vote:  (A) the submission of the
          annual financial statements and proposals to
          the Ordinary Meeting of Shareholders of G-Mode-
          lo to change the dividend policies of G-Modelo
          and Diblo from those set forth in Section 5.9
          or to approve any dividend or distribution not
          in compliance with Section 5.9; (B) capital
          expenditures or lease commitments over 15 mil-
          lion United States dollars which were not in-
          cluded in the annual budget previously ap-
          proved; (C) entering any business other than
          (I) the manufacture of beer, containers or
          packaging materials therefor, (II) the produc-
          tion of raw materials for the manufacture of
          beer, containers or packaging materials, or
          (III) the sale and distribution of beer; (D)
          borrowing money, issuing guarantees or creating
          liens or mortgages in excess of 15 million
          United States dollars; (E) all pricing and
          other policies for transactions between G-Mode-
          lo or any G-Modelo Corporation, on the one
          hand, and Procermex, Difa, Gondi, Tramo, Euroc-

                                66

<PAGE> 72

          ermex, Iberocermex, Tapas, Promotora, Envases
          or any other Subsidiary in which a Controlling
          Shareholder has any ownership interest other
          than through G-Modelo, on the other hand, to
          assure that such transactions are carried out
          at an arm's-length basis; provided, however,
                                    --------  -------
          that such approval shall not be withheld if the
          resulting pricing for each such transaction is
          at or below Market Price; and provided, fur-
                                        --------  ----
          ther, that such approval will be required with
          ----
          respect to pricing or other policies for trans-
          actions with Procermex only when they imply
          changes to the pricing or policies for transac-
          tion with Procermex existing as of March 24,
          1993 (which policies are generally described in
          Exhibit C hereto); (F) the annual appointment
          of G-Modelo's external auditors, which shall be
          one of the "Big 6" international accounting
          firms; (G) entering into multi-year contracts
          exceeding 15 million United States dollars in
          the aggregate; (H) sales of assets exceeding 15
          million United States dollars; (I) deviations
          of over five percent that involve decisions by
          management from the annual budget previously
          approved; (J) any new license or sale of trade-
          marks or technology or modification of same;
          provided, however, that existing licensing
          --------  -------
          agreements may be renewed automatically without
          such approval; and (K) closing a major produc-
          tion facility.

                       (iii)  Whenever any of the matters
          described in (ii) above are to be approved by a
          G-Modelo Corporation, such matter must first be
          approved by a Qualified Vote of the G-Modelo
          Board of Directors; provided, however, with re-
                              --------  -------
          spect to the matters set forth in clause (A)
          thereof, there shall be no Qualified Vote of
          the G-Modelo Board of Directors required as
          long as Section 5.9 is fully complied with.

                        (iv)  The G-Modelo shareholders
          may, only by a vote of 70 percent or more of
          the outstanding shares of G-Modelo capital
          stock entitled to vote at an Extraordinary
          Meeting of Shareholders of G-Modelo, approve
          (A) a merger, consolidation or spin-off involv-

                                67

<PAGE> 73

          ing G-Modelo or a G-Modelo Corporation; (B) an
          amendment to G-Modelo's charter or the Amended
          G-Modelo By-laws; and (C) other company action
          requiring shareholder approval at an Extraordi-
          nary Meeting of Shareholders of G-Modelo.

                         (v)  Except as otherwise provid-
          ed in the Amended G-Modelo By-laws, all matters
          requiring shareholder approval at an Ordinary
          Meeting of Shareholders of G-Modelo shall be
          done by a simple majority vote of the shares.


                           ARTICLE VIII

             CONDITIONS TO THE INVESTOR'S OBLIGATIONS
             ----------------------------------------

               The obligation of the Investor to consummate
     the transactions contemplated by Article II shall be
     subject to the satisfaction (or waiver) on or prior to
     the Closing Date of all of the following conditions:

               8.1.  Representations, Warranties of the G-
                     -------------------------------------
     Modelo Signatories.  All representations and warranties
     ------------------
     of the G-Modelo Signatories set forth in Article III
     shall be true and correct in all material respects as of
     the date of this Agreement and as of the Closing Date as
     though made on and as of the Closing Date, except as
     otherwise contemplated by this Agreement.

               8.2.  No Prohibition.  The consummation of the
                     --------------
     transactions contemplated herein shall not be prohibited
     or delayed by any order, decree or injunction of a court
     of competent jurisdiction and there shall not have been
     any action taken or any statute, rule or regulation or
     order of any court or administrative agency enacted which
     (a) prohibits or delays the Investor from consummating
     the transactions contemplated hereby or (b) imposes any
     material limitation on the ability of the Investor to
     exercise full rights of ownership of the Series P-C
     Shares or the Initial Diblo Shares.

                                68

<PAGE> 74

               8.3.  No Action.  No action, suit or proceeding
                     ---------
     before any court or governmental or regulatory authority
     shall be pending or threatened against A-B, A-BI or the
     Investor or any of their Subsidiaries challenging the
     validity or legality of the transactions contemplated by
     this Agreement.

               8.4.  HSR Act.  Each of A-B and G-Modelo and
                     -------
     any other person (as defined in the HSR Act and the rules
     and regulations thereunder) required in connection with
     the transactions contemplated in this Agreement to file a
     Notification and Report Form for Certain Mergers and
     Acquisitions shall have made such filing and the applica-
     ble waiting period with respect to each such filing shall
     have expired or been terminated.

               8.5.  Certificates.  The G-Modelo Signatories
                     ------------
     will furnish to the Investor such certificates and other
     documents, instruments and writings to evidence the
     fulfillment of the conditions set forth in Article IX as
     the Investor may reasonably request.

               8.6.  Opinion.  The G-Modelo Signatories will
                     -------
     furnish to the Investor, the opinion of Santamarina Y
     Steta in the form attached hereto as Exhibit D.

                           ARTICLE IX

             CONDITIONS TO THE G-MODELO SIGNATORIES'
               AND THE BANAMEX TRUST'S OBLIGATIONS
             ---------------------------------------

               The obligations of the G-Modelo Signatories and
     the Trustee on behalf of the Banamex Trust to consummate
     the transactions contemplated in Article II shall be
     subject to the satisfaction (or waiver) on or prior to
     the Closing Date of all of the following conditions:

               9.1.  Representations and Warranties of A-B,
                     --------------------------------------
     A-BI and the Investor.  All representations and warran-
     ---------------------
     ties of A-B, A-BI and the Investor set forth in Article
     IV shall be true and correct in all material respects as
     of the date of this Agreement and as of the Closing Date
     as though made on and as of the Closing Date, except as
     otherwise contemplated by this Agreement.

                                69

<PAGE> 75

               9.2.  No Prohibition.  The consummation of the
                     --------------
     transactions contemplated herein shall not be prohibited
     or delayed by any order, decree or injunction of a court
     of competent jurisdiction and there shall not have been
     any action taken or any statute, rule or regulation or
     order of any court or administrative agency enacted which
     prohibits or delays the G-Modelo Signatories or the
     Banamex Trust from consummating the transactions contem-
     plated hereby.

               9.3.  No Action.  No action, suit or proceeding
                     ---------
     before any court or governmental or regulatory authority
     shall be pending or threatened against G-Modelo, any of
     the G-Modelo Corporations, the Controlling Shareholders
     or the Banamex Trust challenging the validity or legality
     of the transactions contemplated by this Agreement.

               9.4.  HSR Act.  Each of A-B and G-Modelo and
                     -------
     any other person (as defined in the HSR Act and the rules
     and regulations thereunder) required in connection with
     the transactions contemplated in this Agreement to file a
     Notification and Report Form for Certain Mergers and
     Acquisitions shall have made such filing and the applica-
     ble waiting period with respect to each such filing shall
     have expired or been terminated.

               9.5.  Certificates.  The Investor will furnish
                     ------------
     to the G-Modelo Signatories and the Trustee of the Banam-
     ex Trust such certificates and other documents, instru-
     ments and writings to evidence the fulfillment of the
     conditions set forth in Article VIII as such parties may
     reasonably request.

               9.6.  Opinion.  The Investor will furnish to
                     -------
     the Controlling Shareholders, the opinions of Stephen J.
     Volland, Esq., Senior Associate General Counsel of A-B,
     Skadden, Arps, Slate, Meagher & Flom and Creel, Garcia-
     Cuellar y Muggenburg, in the forms attached hereto as
     Exhibits E, F and G, respectively.

                                70

<PAGE> 76

                             ARTICLE X

                          INDEMNIFICATION
                          ---------------

               10.1.  The Controlling Shareholders', G-Modelo
                      ---------------------------------------
     and Diblo Indemnification.  Subject to the terms and
     -------------------------
     conditions of this Article X, the Controlling Sharehold-
     ers shall, jointly and severally, indemnify, defend and
     hold the Investor and its directors, officers, employees,
     Subsidiaries and assigns (the "Investor Group") harmless
     from and against any and all damages, liabilities, obli-
     gations, claims, demands, judgments, settlements, costs
     and expenses of any nature whatsoever, including reason-
     able attorneys' fees (individually a "Loss" or collec-
     tively "Losses"), directly or indirectly, asserted
     against, resulting to, imposed upon or incurred by the
     Investor Group or any member thereof, at any time after
     the Closing Date and prior to the Expiration Date (as
     defined in Section 13.1) by reason of or resulting from
     any inaccuracy of any representation or warranty or any
     breach or violation of any covenant or agreement of the
     G-Modelo Signatories contained in this Agreement (collec-
     tively, the "Investor Group Claims"); provided, however,
                                           --------  -------
     in the event that the Controlling Shareholders shall
     fail, refuse or otherwise be unable to indemnify the
     Investor Group to the full extent of its Losses (other
     than as provided in the immediately succeeding sentence),
     G-Modelo and Diblo shall, jointly and severally, indemni-
     fy, defend and hold the Investor Group harmless from and
     against any and all Losses which the Controlling Share-
     holders shall have failed to indemnify the Investor Group
     from.  The provision for indemnification contained in
     this Section 10.1 shall be operative and effective in
     respect of Investor Group Claims (other than Investor
     Group Claims by reason of or resulting from any inaccura-
     cy of the representations or warranties set forth in
     Sections 3.1, 3.2 and 3.4, as to which the limitations
     contained in this sentence shall not be applicable and as
     to which the Investor Group shall be indemnified to the
     full extent of all such Investor Group Claims) only if
     and to the extent the amount of such Investor Group
     Claims exceeds 15 million United States dollars.

               10.2.  The Investor's Indemnification.  Subject
                      ------------------------------
     to the terms and conditions of this Article X, the Inves-
     tor shall indemnify, defend and hold the Controlling
     Shareholders and G-Modelo and their directors, officers,

                                71

<PAGE> 77

     employees, Subsidiaries and assigns (the "G-Modelo
     Group") harmless from and against any and all Losses,
     directly or indirectly, asserted against, resulting to,
     imposed upon or incurred by the G-Modelo Group or any
     member thereof, at any time after the Closing Date and
     prior to the Expiration Date by reason of or resulting
     from any inaccuracy of any representation or warranty or
     any breach or violation of any covenant or agreement of
     the Investor contained in this Agreement (collectively,
     the "G-Modelo Group Claims" and together with the Inves-
     tor Group Claims, the "Claims").  The provision for
     indemnification by the Investor contained in this Section
     10.2 shall be operative and effective in respect of
     G-Modelo Group Claims only if and to the extent the
     amount of such G-Modelo Group Claims (other than G-Modelo
     Group Claims by reason of or resulting from any inaccura-
     cy of the representation and warranty set forth in Sec-
     tion 4.1, as to which the limitation contained in this
     sentence shall not be applicable and as to which the G-
     Modelo Group shall be indemnified to the full extent of
     all such G-Modelo Group Claims) exceeds 15 million United
     States dollars.

               10.3.  Conditions of Indemnification.  The
                      -----------------------------
     obligations and liabilities of the Controlling Sharehold-
     ers and the Investor, as the case may be, under Sections
     10.1 and 10.2 (herein referred to as the "Indemnifying
     Party"), with respect to Claims made by third parties
     shall be subject to the following terms and conditions:

                    (a)  The person to whom such Claim relates
     (the "Indemnified Party") will give the Indemnifying
     Party prompt notice of such Claim, and the Indemnifying
     Party will assume the defense thereof by representatives
     chosen by it.

                    (b)  If the Indemnifying Party, within a
     reasonable time after notice of any such Claim, fails to
     assume the defense thereof, the Indemnified Party or any
     other member of its group shall (upon further notice to
     the Indemnifying Party) have the right to undertake the
     defense, compromise or settlement of such Claim on behalf
     of and for the account and risk of the Indemnifying
     Party, subject to the right of the Indemnifying Party to
     assume the defense of such Claim at any time prior to the
     settlement, compromise or final determination thereof.

                                72

<PAGE> 78

                    (c)  Anything in this Section 10.3 to the
     contrary notwithstanding, (i) if there is a reasonable
     probability that a Claim may materially and adversely
     affect the Indemnified Party or any other member of the
     Indemnified Party's group other than as a result of money
     damages or other money payments, the Indemnified Party or
     such member of the Indemnified Party's group shall have
     the right to defend, at its own cost and expense, and to
     compromise or settle such Claim with the consent of the
     Indemnifying Party and (ii) the Indemnifying Party shall
     not, without the written consent of the Indemnified
     Party, settle or compromise any Claim or consent to the
     entry of any judgment which does not include as an uncon-
     ditional term thereof the giving by the claimant or the
     plaintiff to the Indemnified Party or such member of the
     Indemnified Party's group, or both, a release from all
     liability in respect of such Claim.

               10.4.  Remedies Cumulative.  The remedies
                      -------------------
     provided herein shall be cumulative and shall not pre-
     clude assertion by any of the parties hereto of any other
     rights or the seeking of any other remedies against any
     other party hereto.


                            ARTICLE XI

                  TERMINATION PRIOR TO CLOSING
                  ----------------------------

               11.1.  Termination.  This Agreement may be
                      -----------
     terminated at any time prior to the Closing:

                    (a)  by mutual written consent of A-B and
     the Controlling Shareholders;

                    (b)  by either the Controlling Sharehold-
     ers or A-B in writing, without liability to the terminat-
     ing party on account of such termination (provided the
     terminating party is not otherwise in default or in
     breach of this Agreement), if the Closing shall not have
     occurred on or before December 31, 1993; or

                    (c)  by either the Controlling Sharehold-
     ers or A-B in writing, without liability to the terminat-
     ing party on account of such termination (provided the
     terminating party is not otherwise in default or in
     breach of this Agreement), if A-B, A-BI and the Investor

                                73

<PAGE> 79

     or the Controlling Shareholders, respectively, shall (i)
     fail to perform in any material respect its covenants and
     agreements contained herein required to be performed
     prior to the Closing Date, or (ii) materially breach any
     of their representations, warranties or covenants con-
     tained herein if such breach would cause a condition to
     the obligation of the terminating party to close not to
     be satisfied and if such failure to perform or breach has
     not been waived by the terminating party; provided,
                                               --------
     however, that a party's right to indemnification hereun-
     -------
     der shall not be affected by such party's waiver of its
     right of termination pursuant to this Section 11.1 if
     such right of termination arises from a willful breach of
     this Agreement.

               11.2.  Procedure and Effect of Termination.  In
                      -----------------------------------
     the event of termination of this Agreement and abandon-
     ment of the transactions contemplated hereby by either of
     the parties pursuant to Section 11.1, written notice
     thereof shall forthwith be given to all other parties,
     and this Agreement shall terminate (other than Sections
     5.1(b), 13.8, 13.9, 13.10, 13.11, 13.12 and Article XII)
     and the transactions contemplated hereby shall be aban-
     doned, without further action by any of the parties
     hereto.  If this Agreement is terminated as provided
     herein:

                    (a)  upon request therefor, each of the
     parties hereto will redeliver all documents, work papers
     and other material of the other parties relating to the
     transactions contemplated hereby, whether obtained before
     or after the execution hereof, to the party furnishing
     the same;

                    (b)  no party hereto shall have any lia-
     bility or further obligation to any other party to this
     Agreement pursuant to this Agreement except as stated in
     this Section 11.2; and

                    (c)  all filings, applications and other
     submissions made pursuant to the terms of this Agreement
     shall, to the extent practicable, be withdrawn from the
     agency or other Person to which made.

                                74

<PAGE> 80

                            ARTICLE XII

                        DISPUTE RESOLUTION
                        ------------------

               12.1.  Arbitration.  In the event of a dispute
                      -----------
     among the parties with respect to the validity, intent,
     interpretation, performance, enforcement or arbitrability
     of any of the terms contained in this Agreement or any
     claim arising out of or in connection with this Agree-
     ment, except for disputes or claims involving the types
     of matters set forth in Section 12.2, such dispute or
     claim shall promptly be submitted for resolution to the
     Board of Directors of G-Modelo.  If the G-Modelo Board of
     Directors, by a Qualified Vote, shall be unable to re-
     solve the dispute within 30 days, the Controlling Share-
     holders shall appoint a Controlling Shareholder Nominee
     and the Investor shall appoint an Investor Nominee to a
     special committee.  The members of the special committee
     shall use their best efforts to reach an amicable resolu-
     tion of the dispute and any mutually acceptable resolu-
     tion shall be deemed final and binding and shall be
     implemented as soon as practicable.  If the special
     committee is unable to resolve the dispute within 30 days
     after its appointment or, if either the Controlling
     Shareholders or A-B shall have failed to appoint a repre-
     sentative to the special committee, within 30 days after
     either the Controlling Shareholders or A-B has appointed
     its representative, the matter shall be submitted for
     final resolution to an international arbitration panel
     consisting of three arbitrators selected as follows:  the
     Chairman of A-B shall select one arbitrator; a majority
     of the Controlling Shareholders shall select one arbitra-
     tor; and the two arbitrators so appointed shall select a
     third arbitrator.  The third arbitrator shall be the
     presiding arbitrator and may not be a citizen or resident
     of either the United States or Mexico and must be unaf-
     filiated with the parties hereto.  In the event either
     the Controlling Shareholders or A-B shall have failed to
     select an arbitrator within 15 days after either the
     Controlling Shareholders or A-B has selected its arbi-
     trator or the two arbitrators so selected shall fail to
     agree on a third arbitrator, such arbitrator shall be
     selected by the United States Representative of the
     International Chamber of Commerce.  The place of arbitra-
     tion shall be New York City, in the State of New York,
     the United States of America.  All arbitrators shall be
     fluent in both the English and Spanish languages and

                                75

<PAGE> 81

     their award shall be rendered in English.  The English
     language shall be used in all documents, briefs, evidence
     and any other writings submitted to the arbitration
     panel.  All arbitration proceedings shall be conducted in
     the English language.  The arbitration procedure set
     forth in this Section 12.1 shall be the sole and exclu-
     sive means of settling or resolving any dispute referred
     to in this Section 12.1.  The arbitration shall be con-
     ducted in accordance with the UNCITRAL Arbitration Rules
     then in effect, as modified herein.  The award of the
     arbitrators shall be final and binding on the parties and
     may be presented by any of the parties for enforcement in
     any court of competent jurisdiction and the parties
     hereby consent to the jurisdiction of such court solely
     for purposes of enforcement of this arbitration agreement
     and any award rendered hereunder.  In any such enforce-
     ment action, irrespective of where it is brought, none of
     the parties will seek to invalidate or modify the deci-
     sion of the arbitrators or otherwise to invalidate or
     circumvent the procedures set forth in this Section 12.1
     as the sole and exclusive means of settling or resolving
     such dispute, including by appeal to any court which
     would otherwise have jurisdiction in the matter.  The
     fees of the arbitrators and the other costs of such
     arbitration shall be borne by the parties in such propor-
     tions as shall be specified in the arbitration award.

               12.2.  Business Disagreements.
                      ----------------------

                    (a)  In the event that at any time follow-
     ing the Closing there is a Fundamental Business Disagree-
     ment (as hereinafter defined), the Investor shall have
     the right to require (the "Dispute Right") that the
     Controlling Shareholders purchase all, but not less than
     all, of the shares of G-Modelo capital stock and the
     Diblo Common Shares then owned, directly or indirectly,
     by the Investor and its authorized designees, if any
     (such aggregate number of shares being referred to herein
     as the "Investor Shares"), at an aggregate purchase price
     (the "Investor Share Price") equal to the aggregate
     purchase price paid by the Investor and its authorized
     designees, if any, for the Investor Shares, payable in
     United States dollars in immediately available funds.
     The Investor shall exercise the Dispute Right by delivery
     of a written notice (the "Dispute Notice") to the Con-
     trolling Shareholders in accordance with Section 13.10
     indicating that (i) there exists a Fundamental Business

                                76

<PAGE> 82

     Disagreement, (ii) the number of Investor Shares to be
     purchased by the Controlling Shareholders, (iii) the
     Investor Share Price, and (iv) the date and time fixed
     for the consummation of such sale (which date shall not
     be less than twenty nor more than forty days following
     the date of the Investor Notice).

                    (b)  In the event that the Controlling
     Shareholders fail, refuse or are otherwise unable or un-
     willing to purchase the Investor Shares pursuant to
     subsection (a) above, the Controlling Shareholders shall
     notify the Investor (the "Controlling Shareholder Re-
     sponse Notice") of such determination within fifteen days
     following the date of the Dispute Notice, and the Inves-
     tor shall have the right to purchase all, but not less
     than all, of the shares of G-Modelo capital stock and
     Diblo Common Shares then owned by the Controlling Share-
     holders or held in trust for the benefit of the Control-
     ling Shareholders (the "Controlling Shareholder Shares")
     at an aggregate purchase price equal to the product of
     (i) the number of Controlling Shareholder Shares and (ii)
     that fraction having the Investor Price as the numerator
     and the aggregate number of Investor Shares as the denom-
     inator, payable in United States dollars in immediately
     available funds.  The Investor shall notify the Control-
     ling Shareholders (the "Investor Response Notice") of its
     intention with respect to the purchase of the Controlling
     Shareholder Shares within fifteen days following the date
     of the Controlling Shareholder Response Notice.  In the
     event the Investor elects to purchase the Controlling
     Shareholder Shares, the Investor Response Notice shall
     specify the date and time fixed for the consummation of
     such purchase (which date shall not be less than ten nor
     more than forty days following the Controlling Sharehold-
     er Response Notice).

                    (c)  For purposes of this Section 12.2, a
     "Fundamental Business Disagreement" shall mean a dis-
     agreement between A-B and the Controlling Shareholders
     over fundamental business direction, e.g., change in the
     charter or by-laws, change in dividend policy, corporate
     objectives, etc., including, but not limited to, dis-
     agreements relating to those matters with respect to
     which the Investor has minority shareholder protection as
     identified in Section 7.2.

                                77

<PAGE> 83

                            ARTICLE XIII

                            MISCELLANEOUS
                            -------------
               13.1.  Survival of Representations, Warranties
                      ---------------------------------------
     and Covenants.  All representations and warranties of the
     -------------
     parties hereto contained in this Agreement shall survive
     the Closing Date, regardless of any investigation made by
     the parties hereto, for a period ending on the third
     anniversary of the Closing Date, except that the repre-
     sentations and warranties set forth in Sections 3.1, 3.2,
     3.3, 3.4 and 4.1 shall survive indefinitely and the
     representations and warranties set forth in Section 3.13
     and, to the extent the representations and warranties set
     forth in Section 3.8 relate to liabilities for Taxes,
     Section 3.8 shall survive until the later of the applica-
     ble statutes of limitation or the final resolution of all
     issues arising under Section 3.13 and Section 3.8.  The
     covenants and agreements contained herein to be performed
     or complied with after the Closing shall survive without
     limitation as to time, unless the covenant or agreement
     specifies a term, in which case such covenant or agree-
     ment shall survive for a period of three years following
     the expiration of such specified term and shall thereupon
     expire.  The respective expiration dates for the survival
     of the representations and warranties and the covenants
     shall be referred to herein as the "Expiration Date."

               13.2.  Entire Agreement.  This Agreement,
                      ----------------
     including the Exhibits and disclosure schedules hereto
     and the other agreements, documents and instruments
     referred to herein constitute the sole understanding of
     the parties with respect to the subject matter hereof and
     supersede all prior agreements and understandings of the
     parties hereto with respect to the transactions contem-
     plated by this Agreement, including without limitation
     the Heads of Agreement.

               13.3.  Successors and Assigns.  The terms and
                      ----------------------
     conditions of this Agreement shall inure to the benefit
     of and be binding upon the respective parties hereto and
     their respective successors and permitted assigns; pro-
                                                        ----
     vided, however, that neither this Agreement nor any of
     -----  -------
     the rights, obligations or interests hereunder shall be
     assigned by any party without the prior written consent
     of the other parties hereto; and provided, further, that
                                      --------  -------
     no assignment of this Agreement or any of the rights,

                                78

<PAGE> 84

     obligations or interests hereof shall relieve the assign-
     or of its obligations under this Agreement.  Notwith-
     standing anything to the contrary contained in this
     Section 13.3, each of A-B, A-BI and the Investor may
     assign any or all of its rights or obligations hereunder
     to each other or to a Subsidiary without the prior writ-
     ten consent of the G-Modelo Signatories; provided, howev-
                                              --------  ------
     er, that such Subsidiary shall agree in writing to be
     --
     bound by the terms and conditions of this Agreement, that
     such assignment shall in no way limit or relieve any of
     them of any of their obligations hereunder and that such
     Subsidiary remains a Subsidiary of A-B.

               13.4.  Counterparts.  This Agreement may be
                      ------------
     executed in counterparts, each of which shall for all
     purposes be deemed to be an original and all of which
     shall, taken together, constitute the same instrument.

               13.5.  Interpretation.  The table of contents
                      --------------
     and article and section headings contained in this Agree-
     ment are solely for reference, shall not be deemed to
     constitute part of this Agreement, and shall not affect
     the interpretation hereof.

               13.6.  Amendment and Modification.  Subject to
                      --------------------------
     applicable law, this Agreement may be amended, modified
     or supplemented only by written agreement of each of the
     parties hereto with respect to any of the terms contained
     herein.

               13.7.  Waiver of Compliance; Consents.  Except
                      ------------------------------
     as otherwise provided in this Agreement, any failure of
     any of the parties to comply with any obligation, cove-
     nant, agreement or condition herein may be waived by the
     parties entitled to the benefits thereof only by a writ-
     ten instrument signed by such parties granting such
     waiver, but such waiver or failure to insist upon strict
     compliance with such obligation, covenant, agreement or
     condition shall not operate as a waiver of, or estoppel
     with respect to, any subsequent or other failure.  When-
     ever this Agreement requires or permits consent by or on
     behalf of any of the parties hereto, such consent shall
     be given in writing in a manner consistent with the
     requirements for a waiver of compliance as set forth in
     this Section 13.7.

                                79

<PAGE> 85

               13.8.  Broker's Fees.  Each of A-B, A-BI, the
                      -------------
     Investor, the G-Modelo Signatories, the Banamex Trust and
     the Option Trust (a) represents and warrants that, it has
     not taken and will not take any action that would cause
     the other parties to have any obligation or liability to
     any Person for a finder's or broker's fee, and (b) agrees
     to indemnify the other parties for breach of the forego-
     ing representation and warranty, whether or not the
     Closing occurs.

               13.9.  Expenses.  Whether or not the transac-
                      --------
     tions contemplated hereby are consummated, each of the
     Controlling Shareholders, G-Modelo, the G-Modelo Corpora-
     tions, A-B, A-BI and the Investor shall pay all costs and
     expenses incurred by it, or on its behalf, in connection
     with this Agreement and the transactions contemplated
     hereby, including, without limiting the generality of the
     foregoing, fees and expenses of its own financial consul-
     tants, accountants and counsel.

               13.10.  Notices.  Any notice, request, instruc-
                       -------
     tion or other document permitted or required to be given
     hereunder by any party hereto to any other party shall be
     in writing and delivered personally or by facsimile
     transmission or sent by registered or certified mail,
     postage prepaid, as follows:

               if to G-Modelo or a G-Modelo Corporation, to:

                    Grupo Modelo, S.A. de C.V.
                    Campos Eliseos 400
                    11000 Mexico, D.F.
                    Attention:  Chairman of the Board
                    Telephone No.:  011-52-5-281-0114
                    Facsimile No.:  011-52-5-280-5322

               with a copy to:

                    Santamarina Y Steta, S.C.
                    Edif. "Omega"
                    Campos Eliseos 345, 2nd Floor
                    Col. Chapultepec Polanco
                    11560 Mexico, D.F.
                    Attention:  Lic. Agustin Santamarina
                    Telephone No.:  011-52-5-281-4198
                    Facsimile No.:  011-52-5-280-6226

                                80

<PAGE> 86

               if to a Controlling Shareholder, to such
               Controlling Shareholder:

                    c/o Grupo Modelo, S.A. de C.V.
                    Campos Eliseos 400
                    11000 Mexico, D.F.
                    Attention:  Chairman of the Board
                    Telephone No.:  011-52-5-281-0114
                    Facsimile No.:  011-52-5-280-5322

               with a copy to:

                    Santamarina Y Steta, S.C.
                    Edif. "Omega"
                    Campos Eliseos 345, 2nd Floor
                    Col. Chapultepec Polanco
                    11560 Mexico, D.F.
                    Attention:  Lic. Agustin Santamarina
                    Telephone No.:  011-52-5-281-4198
                    Facsimile No.:  011-52-5-280-6226

               if to A-B, A-BI or the Investor, to:

                    Anheuser-Busch Companies, Inc.
                    One Busch Place
                    St. Louis, Missouri 63118
                    Attention:  Vice President and General
                                Counsel
                    Telephone No.: 95-314-577-2000
                    Facsimile No.: 95-314-577-0776

               with a copy to:

                    Skadden, Arps, Slate, Meagher & Flom
                    919 Third Avenue
                    New York, New York  10022
                    Attention:  J. Michael Schell, Esq.
                    Telephone No.: 95-212-735-3000
                    Facsimile No.: 95-212-735-2001

               with a further copy to:

                    Creel, Garcia-Cuellar Y Muggenburg
                    Bosque de Ciruelos 304, Piso 2
                    Bosque de Las Lomas
                    11700 Mexico, D.F.
                    Attention:  Lic. Samuel Garcia-Cuellar

                                81

<PAGE> 87

                    Telephone No.: 011-52-5-596-1017
                    Facsimile No.: 011-52-5-596-3309

               if to the Option Trustee or the Banamex Trust-
               ee, to:

                    Banco Nacional de Mexico, S.A., Trust
                    Division
                    Paseo de la Reforma No. 404, 14th Floor
                    Col. Juarez
                    06600 Mexico, D.F.
                    Attention: Sr. Eduardo Alvarez Morales
                               Sr. Fernando Montes de Oca
                    Telephone No.:  011-52-5-225-9733
                    Facsimile No.:  011-52-5-225-9751

     or at such other address for a party as shall be speci-
     fied by like notice.  Any notice which is delivered
     personally in the manner provided herein or by facsimile
     transmission shall be deemed to have been duly given to
     the party to whom it is directed upon actual receipt by
     such party.  Any notice which is addressed and mailed in
     the manner herein provided shall be conclusively presumed
     to have been duly given to the party to which it is
     addressed at the close of business, local time of the
     recipient, on the third day after the day it is so placed
     in the mail.

               13.11.  Governing Law.  This Agreement shall be
                       -------------
     construed in accordance with and governed by the laws in
     force in the United Mexican States without regard to the
     conflict of laws provisions thereof.

               13.12.  Public Announcements.  Except as may be
                       --------------------
     required by law, none of the parties hereto shall make
     and the Controlling Shareholders shall ensure that no G-
     Modelo Corporation makes any public statements, includ-
     ing, without limitation, any press release, with respect
     to this Agreement or the transactions contemplated hereby
     without prior consultation and opportunity to comment
     being afforded to the other parties.

                                82

<PAGE> 88

          IN WITNESS WHEREOF, each of the parties hereto
     has caused this Agreement to be duly executed on its
     behalf as of the date first above written.

                           ANHEUSER-BUSCH COMPANIES, INC.


                           By: s/AUGUST A. BUSCH III
                               --------------------------
                               Name:
                               Title:


                           ANHEUSER-BUSCH INTERNATIONAL, INC.


                           By: s/JOHN H. PURNELL
                               ---------------------------
                               Name:
                               Title:


                           ANHEUSER-BUSCH INTERNATIONAL
                               HOLDINGS, INC.


                           By: s/JESSE AGUIRRE
                               ----------------------------
                               Name:
                               Title:


                           GRUPO MODELO, S.A. de C.V.


                           By: s/ANTONINO FERNANDEZ R.
                               ----------------------------
                               Name:
                               Title:


                           DIBLO, S.A. de C.V.


                           By: s/ANTONINO FERNANDEZ R.
                               ----------------------------
                               Name:
                               Title:

                                83

<PAGE> 89

                           BANCO NACIONAL DE MEXICO, S.A.,
                            AS TRUSTEE OF THE OPTION TRUST


                           By: s/LIC EDUARDO ALVAREZ MORALES
                               ----------------------------
                           Lic. Eduardo Alvarez Morales, as
                           trustee delegate u/a dated June
                           11, 1993

                           By: s/FERNANDO MONTES DE OCA
                               ----------------------------
                           Fernando Montes de Oca, as trustee
                           delegate u/a dated June 11, 1993


                           BANCO NACIONAL DE MEXICO, S.A., AS
                           TRUSTEE OF THE BANAMEX TRUST


                           By: s/LIC EDUARDO ALVAREZ MORALES
                               ----------------------------
                           Lic. Eduardo Alvarez Morales, as
                           trustee delegate u/a dated June
                           11, 1993.

                           By: s/FERNANDO MONTES DE OCA
                               ----------------------------
                           Fernando Montes de Oca, as trustee
                           delegate u/a dated June 11, 1993


                           s/ANTONINO FERNANDEZ R.
                           --------------------------------
                           Antonino Fernandez R., on his own
                           behalf and as a member of the te-
                           chnical committee of the Control
                           Trust


                           s/PABLO ARAMBURUZABALA
                           --------------------------------
                           Pablo Aramburuzabala, on his own
                           behalf and as a member of the te-
                           chnical committee of the Control
                           Trust


                           s/NEMESIO DIEZ R.
                           --------------------------------
                           Nemesio Diez R., on his own behalf
                           and as a member of the technical
                           committee of the Control Trust

                                84

<PAGE> 90

                           s/JUAN SANCHEZ-NAVARRO Y P.
                           ----------------------------------
                           Juan Sanchez-Navarro y P., on his
                           own behalf and as a member of the
                           technical committee of the Control
                           Trust


                           s/VALENTIN DIEZ M.
                           ----------------------------------
                           Valentin Diez M., on his own be-
                           half and as a member of the tech-
                           nical committee of the Control
                           Trust


                           s/PABLO GONZALEZ DIEZ
                           ----------------------------------
                           Pablo Gonzalez Diez, on his own
                           behalf and as a member of the
                           technical committee of the Control
                           Trust



                           s/LUIS GONZALEZ DIEZ
                           ----------------------------------
                           Luis Gonzalez Diez, on his own
                           behalf and as a member of the
                           technical committee of the Control
                           Trust



                           s/CESAREO GONZALEZ DIEZ
                           ----------------------------------
                           Cesareo Gonzalez Diez, on his own
                           behalf and as a member of the
                           technical committee of the Control
                           Trust



                           s/THELMA YATES VDA DE ALVAREZ LOYO
                           ----------------------------------
                           Thelma Yates Vda. de
                             Alvarez Loyo

                                85

<PAGE> 91

                           s/EUSICINIA GONZALEZ DIEZ
                           --------------------------------
                           Eusicinia Gonzalez Diez



                           s/ROSARIO GONZALEZ DIEZ
                           --------------------------------
                           Rosario Gonzalez Diez



                           s/MA PAULINA GONZALEZ DIEZ
                           --------------------------------
                           Ma. Paulina Gonzalez Diez



                           s/ELEUTERIA GONZALEZ DIEZ
                           --------------------------------
                           Eleuteria Gonzalez Diez



                           s/LAURENTINO GARCIA GONZALEZ
                           --------------------------------
                           Laurentino Garcia Gonzalez



                           s/MA ANTONIA GARCIA GONZALEZ
                           --------------------------------
                           Ma. Antonia Garcia Gonzalez



                           s/MA TERESA GARCIA GONZALEZ
                           --------------------------------
                           Ma. Teresa Garcia Gonzalez

                                86