printer-friendly

Sample Business Contracts

Share Purchase Agreement re: Bass Holdings Ltd. - Interbrew SA, Interbrew UK Holdings Ltd., Brandbrew SA, Golden Acquisition Ltd., Coors Worldwide Inc. and Adolph Coors Co.

Sponsored Links

SHARE PURCHASE AGREEMENT




between

Interbrew S.A.
as Guarantor

Interbrew UK Holdings Limited
as Vendor

Brandbrew S.A.
as Brandbrew

Golden Acquisition Limited
as Purchaser

Coors Worldwide, Inc.
as IP Purchaser

and

Adolph Coors Company
as Purchaser Guarantor



relating to



the acquisition of the shares in Bass Holdings Limited and certain of the
intellectual property rights of Brandbrew S.A.


[SIMMONS & SIMMONS LETTERHEAD]
<PAGE>

                                    CONTENTS



1.   Definitions and Interpretation..............................................1

2.   Transfer of the BHL Shares, Intellectual Property Rights and Consideration.13

3.   Conditions Precedent.......................................................14

4.   Pre Completion Undertakings................................................16

5.   Completion.................................................................20

6.   Completion Working Capital Statement and Intra-Group Debt..................24

7.   Post-Completion Undertakings...............................................25

8.   Vendor Warranties..........................................................32

9.   Limitations On Claims......................................................35

10.  Purchasers' Warranties.....................................................40

11.  Vendor Indemnities.........................................................41

12.  Parent Company Guarantees..................................................45

13.  Reorganisation agreements guarantee........................................47

14.  Entire Agreement...........................................................49

15.  Variation..................................................................50

16.  Assignment.................................................................50

17.  Confidentiality and Announcements..........................................51

18.  Further Assurances.........................................................53

19.  Costs......................................................................53

20.  Severability...............................................................53

21.  Counterparts...............................................................53

22.  Notices....................................................................53

23.  No Rights Under Contracts (Rights of Third Parties) Act 1999...............57

24.  Governing Law, Jurisdiction and Service of Process.........................57

SCHEDULE 1: ANCILLARY AGREEMENTS................................................

SCHEDULE 2: BHL DETAILS.........................................................

SCHEDULE 3: PROPERTIES..........................................................



                                       i
<PAGE>



PART 1: THE CERTIFICATED PROPERTIES.............................................

PART 2: THE UNCERTIFICATED PROPERTIES...........................................

SCHEDULE 4: COMPLETION ACCOUNTS.................................................

PART 1: Preparation of the Completion Accounts..................................

PART 2: Policies, Methods And Practices Applied For The Completion Accounts.....

PART 3: Reference Working Capital Amount........................................

PART 4:  COMPLETION ACCOUNTS....................................................

PART 5:  Completion Working Capital Statement...................................

PART 6:  Completion Working Capital Adjustments.................................

SCHEDULE 5:  PURCHASERS' WARRANTIES.............................................

SCHEDULE 6:  TAX COVENANT.......................................................

SCHEDULE 7: VENDOR WARRANTIES...................................................

SCHEDULE 8: ALLOCATION OF CONSIDERATION.........................................

SCHEDULE 9:  RESIGNING DIRECTORS AND SECRETARIES................................

SCHEDULE 10:  PENSIONS..........................................................

SCHEDULE 11:  VENDOR'S AWARENESS................................................

SCHEDULE 12: DORMANT GROUP COMPANIES............................................

SCHEDULE 13:  INTELLECTUAL PROPERTY MATTERS.....................................

SCHEDULE 14:  BRANDS............................................................

SCHEDULE 15:  PATENTS...........................................................

SCHEDULE 16:  PROPERTY MATTERS..................................................

SCHEDULE 17: ACCOUNTS...........................................................

SCHEDULE 18: EMPLOYEE LISTS.....................................................

PART 1: BBL Band 5 and above and sales and marketing employees..................

SCHEDULE 19: KEY IP.............................................................



                                       ii
<PAGE>



THIS SHARE PURCHASE AGREEMENT is dated 24th December, 2001 and made

BETWEEN:

(1)      INTERBREW S.A., (the "Guarantor"), a company incorporated in Belgium
         whose registered office is at Grand Place 1, 1000 Brussels, Belgium;

(2)      INTERBREW UK HOLDINGS LIMITED, (the "Vendor"), a company incorporated
         in England and Wales under company number 3984542 whose registered
         office is at c/o Simmons & Simmons, CityPoint, One Ropemaker Street,
         London EC2Y 9SS;

(3)      BRANDBREW S.A., ("Brandbrew"), a company incorporated in Luxembourg
         whose principal place of business is at Rue Carlo Hemmer 4, L-1734,
         Luxembourg;

(4)      GOLDEN ACQUISITION LIMITED, ("Purchaser"), a company incorporated in
         England and Wales under company number 4320727 whose registered office
         is at 35 Basinghall Street, London EC2V 5DB;

(5)      COORS WORLDWIDE, INC., ("IP Purchaser"), a company incorporated in
         Colorado, USA whose principal place of business is at 311 10th Street,
         Golden, Colorado, 80401 USA; and

(6)      ADOLPH COORS COMPANY, ("Purchaser Guarantor"), a company incorporated
         in Colorado, USA whose registered office is at 311 10th Street, Golden,
         Colorado, 80401 USA.


BACKGROUND:

(A)      The Vendor has agreed to sell and the Purchaser has agreed to purchase
         the entire issued share capital of Bass Holdings Limited for the
         consideration and upon the terms and subject to the conditions set out
         in this Agreement.

(B)      Brandbrew has agreed to sell, and IP Purchaser has agreed to purchase,
         the intellectual property rights and domain names relating to the
         business of the Group (other than certain of such rights relating to
         the CAFFREY'S brand) for the consideration and upon the terms and
         subject to the conditions set out in this Agreement.

(C)      The IP Purchaser, at the time of execution of this Agreement, will
         enter into the Caffrey's Assignment pursuant to which it will acquire
         the registered Intellectual Property relating to the "CAFFREY'S" brand
         outside of the Republic of Ireland which is currently owned by Bass
         Holdings Limited.

(D)      The Purchaser Guarantor has agreed to guarantee certain obligations of
         the Purchasers under this Agreement.

THE PARTIES AGREE THAT:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, except so far as the context otherwise requires, the
         following terms shall have the following meanings:


                                       1
<PAGE>

         "ABN Amro Facility" means the multi-currency loan facility provided by
         ABN Amro Bank N.V. and others to Interbrew S.A., Interbrew UK Holdings
         Limited, Interbrew UK Limited and Interbrew Belgium N.V. dated 10 June
         2000 (as amended and supplemented);

         "ABN Security Guarantees" means the guarantees provided by members of
         the Group to ABN Amro Bank N.V.;

         "ABN Share Pledges" means the pledges over the shares of the
         Subsidiaries given by BHL, BBL and Barbox Limited (as detailed in the
         Subsidiary Details Appendix) to ABN Amro Bank N.V. to secure its
         obligations as guarantor under the ABN Amro Facility;

         "Agreed Form" means in relation to any document, the document in a form
         agreed by the Vendor and the Purchaser and initialled for the purposes
         of identification;

         "Ancillary Agreements" means the agreements in the Agreed Form which
         shall be executed and delivered at Completion and which are set out in
         schedule 1;

         "Article 141" means Article 141 of the Treaty of Rome or any current or
         future legislation which implements Article 141 or which implements any
         EC Directive relating to equal treatment. References to the EC shall be
         taken to include the European Community (formerly the European Economic
         Community) and the European Union;

         "Band 4" and "Band 5" means those employees listed or referred to in
         the Disclosure Letter under the heading "Band 4" or "Band 5" as the
         case may be;

         "Barbican Brands" means the brands identified under the heading
         "Barbican Brands" in schedule 14;

         "Bass Ale Brands" means the brands identified under the heading "Bass
         Ale Brands" in schedule 14 (including the Triangle Device);

         "Bass Brands" means the Tennent's Brands, the Bass Ale Brands, the
         Staropramen Brands and the Barbican Brands;

         "Bass Retained Group" means Six Continents PLC and any of its
         subsidiaries at the relevant time;

         "Bass SPA" means the Sale and Purchase Agreement dated 14 June 2000
         between Bass PLC (now known as Six Continents PLC), the Vendor and
         others as amended on 03 July 2000;

         "Bass Taverns" means Six Continents Retail Limited (formerly Bass
         Taverns Limited) (registered no. 24542), whose registered office is at
         Cape Hill, PO Box 27, Birmingham, West Midlands BH16 0PQ;

         "BBETUS" means the Bass Brewers Executive Top Up Scheme established by
         a deed dated 05 April 2001;

         "BB(IP)" means Bass Brewers (IP) B.V., a private company limited by
         shares incorporated in the Netherlands details of which are set out in
         the Subsidiary Details Appendix;

         "BB(IP) Loan Agreement" means the loan agreement made between BB(IP)
         and BIH and dated 28 September 1999;


                                       2
<PAGE>

         "BBL" means Bass Brewers Limited, details of which are set out in the
         Subsidiary Details Appendix;

         "BBL Directors" means each of Paul Cooke, Christian Edger, Jeremy
         Fowden, John Holberry, Mark Hunter, Peter Swinburn, Martin Thomas, Paul
         Thomas, Johan Van Biesbroeck and Christian Verougstraete;

         "BBPP" means the Bass Brewers Pension Plan established by a deed dated
         1 December 2000;

         "BBW" means Bass Beers Worldwide Limited, a company registered in
         England and Wales under company number 4003563;

         "BBW Assets" means the assets and business transferring pursuant to the
         BBW BPA;

         "BBW BPA" means the business purchase agreement in Agreed Form between
         BBW and BBL;

         "BBW Warranties" means the warranties in schedule 2 of the BBW BPA;

         "Beer" means beers of any description including light, pale or bitter
         ale, export or premium ale, mild ale, brown ale, strong ale (including
         barley wine), bitter, stout or porter, sweet stout, lager, export or
         premium lager (also known as malt lager or malt liquor), strong lager,
         premium low carbohydrate beer and low carbohydrate beer and however
         fermented, conditioned or packaged and whether or not having an alcohol
         content;

         "BHL" means Bass Holdings Limited, a company registered in England and
         Wales under company number 25675;

         "BHL Accounts" means the Reference Accounts as defined in schedule 4;

         "BHL Accounts Date" means 30 June 2001;

         "BHL Shares" means the entire issued share capital of BHL comprising
         8,466,920 ordinary shares of L.1 each;

         "BIH" means Bass International Holdings N.V., a company incorporated in
         the Netherlands under number 33128095 whose registered office is at
         Strawinskylaan, 3105 1077 ZX, Amsterdam, the Netherlands;

         "Brodies" means the Vendor's Scottish solicitors of 15 Atholl Crescent,
         Edinburgh EH3 8HA;

         "Business" means the combination of the "Retained Business" as defined
         in the TCB BPA and the "Transferring Business" as defined in the BBW
         BPA;

         "Business Day" means a day (excluding Saturdays) on which banks
         generally are open in London and Brussels for the transaction of normal
         banking business;

         "Business IP" means:

         (A)      the Intellectual Property owned by the Group; and

         (B)      the Target IP


                                       3
<PAGE>

         "Caffrey's Assignment" means the assignment of the Caffrey's Rights
         between BHL and the IP Purchaser of even date herewith;

         "Caffrey's Rights" means the registered Intellectual Property relating
         to the Caffrey's brand outside of the Republic of Ireland which is
         currently owned by BHL as defined in the Caffrey's Assignment;

         "Caffrey's Warranties" means the Vendor Warranties to the extent they
         relate to the Caffrey's Rights;

         "CarlingNet Website" means the website whose uniform resource locators
         at the date hereof include the domain names "fa-carling.com",
         "fa-premier.com" and "carlingnet.com";

         "Certificated Properties" means the freehold and leasehold properties,
         brief details of which are set out in part 1 of schedule 3 and which
         are more particularly described in the Certificates of Title;

         "Certificates of Title" means the certificates of title dated 24
         December 2001 given by Simmons & Simmons and Brodies in relation to the
         Certificated Properties;

         "Companies Act" means the Companies Act of 1985, as amended;

         "Completion" means completion of the transfer of the BHL Shares, the
         Target IP, and the Target Domain Names in accordance with clause 5;

         "Completion Accounts" means the accounts prepared in accordance with
         paragraph 2 of part 1 of schedule 4 and agreed or determined in
         accordance with paragraph 5 thereof;

         "Completion Date" means the date on which Completion occurs pursuant to
         clause 5;

         "Completion Working Capital Amount" means the amount shown as such in
         the Completion Working Capital Statement;

         "Completion Working Capital Statement" means the statement of adjusted
         working capital to be prepared in accordance with paragraph 3 of part 1
         of schedule 4 and agreed or determined in accordance with paragraph 5
         thereof;

         "Confidentiality Letter" means the letter dated 30 October 2001 between
         Coors Brewing Company and Interbrew S.A.;

         "Costs" means any liabilities, losses, damages, claims, costs
         (including legal costs) and expenses (including tax), in each case, of
         any nature whatsoever (together with any amounts in respect of
         irrecoverable VAT arising thereon);

         "Data Room" means all correspondence, documents and other information
         in the Data Room Index;

         "Data Room Index" means the indices of the contents of the Data Room
         which are attached to the Disclosure Letter and signed by the
         Purchasers' Solicitors and the Vendor's Solicitors for the purposes of
         identification;

         "Deferred Consideration" means the deferred consideration (if any)
         payable pursuant to clause 7.13;


                                       4
<PAGE>

         "Disclosure Letter" means the letter dated 24 December 2001 from the
         Vendor's Solicitors to the Purchaser's Solicitors, as amended between
         the parties by agreement of even date, in relation to the Vendor
         Warranties;

         "Dispense Equipment" means all dispense heads, taps, cellar connectors,
         pipework, in-line coolers or flow cooling equipment, gas regulators or
         mechanical pumps, cleaning equipment and all other equipment (but not
         consumable items) of the type used in connection with the retail sale
         of Beer;

         "Disposal" means:

         (1)      a sale, transfer, gift, assignment or disposal of any interest
                  in Relevant Assets (but excluding any licensing or charging of
                  any such interest in the ordinary course of business) to a
                  Leading Brewer; or

         (2)      the entry into any Merger Transaction; or

         (3)      the issue of securities to a Leading Brewer by the Purchaser
                  or any of its subsidiary undertakings from time to time or by
                  any member of the Purchaser Group that owns directly any
                  Relevant Assets other than shares of the Purchaser; or

         (4)      a legally binding agreement to do any of the act or things
                  referred to in sub-clause (1), (2) or (3) above;

         "Draft Completion Accounts Pack" shall have the meaning given in
         paragraph 5.1 of part 1 of schedule 4;

         "Encumbrance" includes any interest or equity of any person (including
         any right to acquire, option or right of pre-emption), any mortgage,
         charge, pledge, lien, assignment, hypothecation, security interest
         (including any created by law) or other security agreement or
         arrangements or any agreement to create such interest, agreement or
         arrangement;

         "Enterprise Operating Agreement" means the management and operating
         agreement entered into between BHL and Bass Taverns on 22 August 2000;

         "Enterprise Pubs" means every and any of the public houses currently
         vested in BHL and known as The Abbey Inn Burton on Trent, Bass House
         Basingstoke, The City Hotel Hull, The Heath Inn Hanley and The Sefton
         Arms Epsom and "Enterprise Pub" shall be construed accordingly;

         "Environmental Claim" means any claim in respect of any breach of the
         Environment Warranties;

         "Environment Warranties" means the Vendor Warranties set out in
         paragraph 23 of schedule 7;

         "Group" means BHL and the Subsidiaries;

         "Group Company" means any of BHL or the Subsidiaries and "Group
         Companies" shall be construed accordingly;

         "group undertaking" shall be construed in accordance with section 259
         of the Companies Act at the date hereof;


                                       5
<PAGE>

         "holding company" shall be construed in accordance with sections 736
         and 736A of the Companies Act at the date hereof;

         "IM" means the information memorandum prepared on behalf of the Vendor,
         dated October 2001;

         "Independent Accountants" means the firm appointed pursuant to
         paragraph 5.6 of part 1 of schedule 4;

         "Intellectual Property" means all patents, trade marks, service marks,
         rights in designs, trade or business names, copyright (including rights
         in computer software), topography rights, know-how, secret formulae,
         recipes and processes, yeast strains, lists of suppliers and customers
         and other confidential and proprietary knowledge and information,
         rights protecting goodwill and reputation, database rights (whether or
         not any of these is registered and including applications for
         registration of any such thing) and all rights and forms of protection
         of a similar nature to any of the foregoing or having equivalent effect
         anywhere in the world;

         "Interbrew Group" means Interbrew S.A., its holding companies, its
         subsidiaries and any other subsidiaries of its holding company from
         time to time;

         "Interbrew Financial Period End" means the end of a four week or five
         week period used by the Interbrew Group in the UK for the purposes of
         internal financial reporting, twelve of which make up a financial year;

         "Interbrew Retained Group" means the Interbrew Group excluding the
         Group;

         "Interbrew Retained Group Company" means any member of the Interbrew
         Retained Group at the relevant time;

         "Intra-Group Guarantees" means any guarantees, indemnities,
         counter-indemnities and letters of comfort of any nature whatsoever
         (including the ABN Security Guarantees):

         (A)      given by any Group Company in respect of a liability of any
                  Interbrew Retained Group Company (each an "Intra-Group
                  (Interbrew Retained Group Company) Guarantee"); and/or (as the
                  context may require)

         (B)      given by any Interbrew Retained Group Company in respect of a
                  liability of any Group Company (each an "Intra-Group (Group
                  Company) Guarantee");

         "Intra-Group Debts" shall have the meaning given in paragraph 4 of part
         1 of schedule 4;

         "Intra-Group Debts Owing" means the Intra-Group Debts owed by Group
         Companies or the Joint Venture Companies to Interbrew Retained Group
         Companies as at Completion;

         "Intra-Group Debts Receivable" means the Intra-Group Debts owed by
         Interbrew Retained Group Companies to Group Companies or the Joint
         Venture Companies, as at Completion;

         "IT Systems" means the information technology used by any member of the
         Group or otherwise in the Business including without limitation,
         hardware, software, firmware and associated documentation;


                                       6
<PAGE>

         "ITTSA" means the agreement between (1) TCB (as Customer) and (2) BBL
         (as Provider) relating to the provision of transitional services dated
         29 October 2001;

         "IUK" means Interbrew UK Limited, a company registered in England and
         Wales under company number 3982132;

         "Joint Venture Companies" means Tradeteam Limited and Grolsch (UK)
         Limited details of which are set out in the Subsidiary Details Appendix
         and "Joint Venture Company" means either of them;

         "Key IP" means the Registered trade marks specified in schedule 19;

         "Leading Brewer" means Carlsberg Tetley PLC or any of its subsidiary
         undertakings or parent undertakings from time to time;

         "Licences In" means, where used in schedule 7, the Material licences of
         Intellectual Property which have been granted by third parties to any
         of the Group Companies;

         "Licences Out" means, where used in schedule 7, the Material licences
         of Intellectual Property which have been granted by any of the Group
         Companies to third parties;

         "Lost Licence" means any water abstraction licence which relates to, or
         is used in relation to, the Business or the Properties and which are
         not held by or not validly held by a Group Company;

         "Material" means, unless otherwise expressed, material in the context
         of the business, operations, assets, liabilities (including, without
         limitation, contingent liabilities), financial condition or financial
         results of the Group and "Materially" shall be construed accordingly;

         "Material Adverse Effect" means any effect that, individually or in the
         aggregate with other effects is, or is reasonably likely to be,
         materially adverse to the business, operations, assets, liabilities
         (including, without limitation, contingent liabilities), financial
         condition or financial results of the Group taken as a whole;

         "Melio" means Melio Luxembourg International S.a.r.l. a company
         incorporated in Luxembourg whose registered office is at 2 Rue de La
         Tour Jacob, L-1831, Luxembourg;

         "Merger Transaction" means any transaction involving the amalgamation
         of the share capital or businesses of Carlsberg Tetley PLC or any of
         its subsidiary undertakings from time to time with all or a significant
         part of:

         (1)      the issued shares of any member of the Group whose business or
                  assets are material in the context of the Group's businesses
                  taken as a whole; or

         (2)      the businesses or assets of the Group (taken as a whole)

         whereby Carlsberg Tetley PLC or any of its subsidiary undertakings from
         time to time and a member of the Purchaser Group each has an ownership
         interest in the Business following the completion of the merger
         transaction through an equity stake or otherwise;

         "Net Debt Schedule" means the schedule prepared in accordance with
         paragraph 4 of part 1 of schedule 4 and agreed or determined in
         accordance with paragraph 5 of part 1 thereof;


                                       7
<PAGE>

         "Normalisation Process Document" means Exhibits 2 and 4 (excluding
         pages 3, 4 and 5 of 17) to the discussion of principles document in
         Agreed Form as amended by the working capital document in Agreed Form;

         "Patents" means the patent applications and registrations listed in
         schedule 15;

         "Post-Acquisition Domain Names" means any domain name registered in the
         name of or held on behalf of an Interbrew Retained Group Company which
         was applied for or acquired on or after 22 August 2000 at the
         instruction or direction of any Group Company;

         "Post-Acquisition IP" means any Registered Intellectual Property owned
         by an Interbrew Retained Group Company which was applied for or
         acquired on or after 22 August 2000 at the instruction or direction of
         any Group Company;

         "Properties" means the Certificated Properties and the Uncertificated
         Properties;

         "Property Agreements" means:

         (A)      the agreement for the transfer of the lease relating to Anglo
                  Holt House New Street West Bromwich dated 14 April 2000 and
                  made between BHL and Bass PLC (now Six Continents PLC);

         (B)      the agreement dated 30 March 2000 for the transfer of 16
                  public houses and made between BHL and Bass Taverns;

         (C)      the Taverns Agreement;

         (D)      the agreement dated 14 April 2000 for the transfer of the
                  business carried on from and the freehold property known as
                  Grinkle Park West Yorkshire and made between BHL and Bass
                  Taverns;

         (E)      the Enterprise Agreement being an agreement dated 10 June 1999
                  made between BHL, Bass Taverns (now Six Continents Retail
                  Limited), Enterprise Inns PLC pursuant to which BHL agreed to
                  sell certain public houses to inter alia Enterprise Inns PLC;

         (F)      the Ingleby Agreement being an agreement dated 2 June 2000
                  made between BHL and JD Apthorp relating to the sale of
                  Ingleby Moor, Grinkle Park near Loftus West Yorkshire;

         (G)      the memorandum dated 01 October 1999 and made between BBL and
                  Bass Developments Limited relating to the development of
                  Middle Yard and Station Road, Burton-on-Trent pursuant to
                  which BBL and Bass Developments Limited share certain
                  development profits as are therein mentioned;

         "Purchaser Group" means the Purchaser, its holding company, its
         subsidiaries and any other subsidiaries of its holding company from
         time to time;

         "Purchasers" means the Purchaser, Trushelfco (No. 2855) Limited, and
         the IP Purchaser;

         "Purchasers' Accountants" means Ernst & Young;

         "Purchasers' Solicitors" means Slaughter and May of 35 Basinghall
         Street, London EC2V 5DB;


                                       8
<PAGE>

         "Purchasers' Warranties" means the representations and warranties of
         the Purchasers set out in schedule 5;

         "Reference Working Capital Amount" means the amount of working capital
         determined in accordance with part 3 of schedule 4;

         "Reference Working Capital Statement" means the statement of working
         capital set out in part 3 of schedule 4;

         "Registered" includes registrations and applications for registration;

         "Relevant Assets" means all or a Material part of:

         (A)      the BHL Shares held by members of the Purchaser Group; and/or

         (B)      the shares of any member of the Group and/or the assets or
                  shares of the Purchaser; and/or

         (C)      the business and/or assets of any member of the Group; and/or

         (D)      the Key IP;

         "Relevant Claim" means, save as otherwise expressly provided, any claim
         in respect of any breach of a Vendor Warranty or a BBW Warranty or any
         claim under the Tax Covenant;

         "Relevant Employee" means any past or present employee of any Group
         Company;

         "relevant Purchaser" means:

         (A)      the Purchaser, where the BHL Shares are involved and/or where
                  the relevant company is BHL or any of the Subsidiaries; and

         (B)      the IP Purchaser, where the Target IP or Target Domain Names
                  are involved;

         "Replies to Enquiries" means the replies to the enquiries relating to
         the Certificated Properties in the form annexed to the Certificates of
         Title as "Annexure A" given on behalf of BBL to the Vendor's Solicitors
         and Brodies;

         "Review Period" means the period specified in paragraph 5.3 of part 1
         of schedule 4;

         "Senior Executives" means the directors of BBL other than the resigning
         directors listed in schedule 9;

         "Six Continents PLC" means Six Continents PLC a public limited company
         registered in England and Wales under company no. 913450 and whose
         registered office is at 20 North Audley Street London W1Y 1WE;

         "Staropramen Brands" means the brands identified under the heading
         "Staropramen Brands" in schedule 14;

         "Statutory Accounts" means, in relation to any Group Company:


                                       9
<PAGE>

         (A)      the audited balance sheet of that Group Company as at the
                  Statutory Accounts Date; and

         (B)      the audited profit and loss account of that Group Company for
                  the period ended 26 August 2000 and for the eighteen week
                  period ended on the Statutory Accounts Date;

         together with any notes, reports, statements or documents made thereon
         and annexed or attached thereto as initialled by the Vendor and the
         Purchaser for the purposes of identification;

         "Statutory Accounts Date" means 30 December 2000;

         "Subsidiaries" means the subsidiaries of BHL (excluding the Joint
         Venture Companies and including, for the avoidance of doubt, the
         dormant companies listed in schedule 12), details of which are set out
         in the Subsidiary Details Appendix;

         "subsidiary" and "subsidiaries" shall be construed in accordance with
         sections 736 and 736A of the
         Companies Act at the date hereof;

         "Subsidiary Details Appendix" means the Agreed Form appendix setting
         out details of the Subsidiaries and Joint Venture Companies;

         "subsidiary undertaking" and "parent undertaking" shall be construed in
         accordance with section 258 of the Companies Act at the date hereof;

         "Target Domain Names" means:

         (A)      any domain names which Six Continents PLC agreed to transfer
                  pursuant to the Bass SPA;

         (B)      the Post-Acquisition Domain Names; and

         (C)      any other domain names registered in the name of or held on
                  behalf of an Interbrew Retained Group Company which have in
                  the 12 months prior to Completion been used exclusively in the
                  Business;

         but excluding in each case any domain name which uses any of the Bass
         Brands as part of the domain name and the domain names "redism.com",
         "redt.co.uk", "ulsterbrewery.com", "bbnational.co.uk", "bbns.co.uk",
         "bbretail.co.uk" and "bbww.com";

         "Target IP" means:

         (A)      the Patents;

         (B)      any Intellectual Property which Six Continents PLC agreed to
                  transfer pursuant to the Bass SPA;

         (C)      the Post-Acquisition IP; and

         (D)      any other Intellectual Property owned by an Interbrew Retained
                  Group Company which has in the 12 months prior to Completion
                  been used exclusively in the Business;


                                       10
<PAGE>

         but excluding from (B) and (C) and (D):

         (1)      any trade mark containing any of the Bass Brands (including
                  any goodwill or common law rights which are connected or
                  attached to the same);

         (2)      any Intellectual Property which relates predominantly or
                  exclusively to the Bass Brands;

         (3)      any copyright or database right in respect of the content or
                  design of the websites which are currently located at
                  www.redism.com, www.redt.co.uk and www.bass-museum.com;

         (4)      CTM no. 792663 Great British Pub Company, Russian trade mark
                  no. 187948 Great British Pub Company, UK trade mark no.
                  B1356002 AS WE GET IT, UK trade mark no. B991997 OLD CELLAR,
                  UK trade mark no. B1347122 Old Cellar (device), UK trade mark
                  no. 423265 Old Cellar, Irish trade mark no. B139406 OLD
                  CELLAR, and Irish trade mark no. B139123 Old Cellar (device);
                  and

         (5)      for the avoidance of doubt, any Intellectual Property owned by
                  the Group;

         "Taverns Agreement" means the agreement dated 14 April 2000 relating to
         the transfer by BHL of legal title to certain public houses and made
         between BHL and Bass Taverns;

         "tax" and "tax authority" shall have the same meanings as they have for
         the purposes of the Tax
         Covenant;

         "Tax Covenant" means the covenant relating to tax set out in schedule
         6;

         "Tax Warranties" means the Vendor Warranties relating to tax set out in
         paragraph 24 (Taxation) of schedule 7;

         "TCB" means Tennent Caledonian Breweries Limited (formerly known as
         Tennent Caledonian Brewers Limited), a company incorporated in England
         and Wales under company number 4301581;

         "TCB BPA" means the business purchase agreement dated 29 October 2001
         (as amended and supplemented) between BBL and TCB;

         "TCB Reorganisation" means the reorganisation of the Group effected
         pursuant to the TCB Transaction Documents;

         "TCB Transaction Documents" means the documents listed in section N.18
         of the Data Room entered into between BBL and TCB (and others) to
         effect the TCB Reorganisation;

         "Tennent's Brands" means the brands identified under the heading
         "Tennent's Brands" in schedule 14;

         "Third Party Borrowings" means the aggregate of all borrowings and
         indebtedness in the nature of borrowings in relation to which any Group
         Company has any liability (present or future, actual or contingent) as
         at close of business on the Completion Date other than (1) the capital
         sum of approximately E.16m plus interest accruing thereunder owed by
         BB(IP) pursuant to the BB(IP) Loan Agreement; (2) any borrowings of the
         Joint Venture Companies; (3) Intra Group Debts; and (4) all debts
         incurred in the ordinary course of trading including without limitation
         trade creditors and duty payments;


                                       11
<PAGE>

         "Title Deeds" means the originals of the deeds (which may include
         certified or examined copies of the deeds) relating to the title of any
         member of the Group to the Properties which are in the possession or
         under the control of any member of the Interbrew Retained Group;

         "Total Intra-Group Debt" means the net amount of Intra-Group Debts as
         set out in the Net Debt Schedule;

         "Tradeteam" means Tradeteam Limited, a company incorporated in England
         and Wales under company number 3078367;

         "Triangle Device" means the triangle device depicted in UK trade mark
         registration no. 1 and any confusingly similar device;

         "UK Competent Authority" means the DGFT, the Competition Commission
         and/or the Secretary of State for Trade and Industry;

         "UK GAAP" means the accounting policies, procedures, methods and
         practices generally accepted in the United Kingdom, including all
         SSAPs, FRSs and UITF abstracts mandatory for adoption;

         "Uncertificated Properties" means the freehold and leasehold
         properties, brief details of which are set out in part 2 of schedule 3;

         "Unconnected Third Party" means any person who is not a member of the
         Purchaser Group for the time being;

         "undertaking" shall be construed in accordance with section 259 of the
         Companies Act at the date hereof;

         "VAT" means value added tax or any similar sales or turnover tax;

         "VDD" means the Vendor Due Diligence Report prepared by KPMG in respect
         of BHL dated November 2001;

         "Vendor's Accountants" means KPMG of 8 Salisbury Square, London EC4Y
         8BB;

         "Vendor's Solicitors" means Simmons & Simmons of CityPoint, One
         Ropemaker Street, London EC2Y 9SS; and

         "Vendor Warranties" means the representations and warranties of the
         Vendor and Brandbrew set out in schedule 7.

1.2      In this Agreement, unless the context otherwise requires:

         (A)      references to persons shall include individuals, bodies
                  corporate (wherever incorporated), unincorporated associations
                  and partnerships;

         (B)      the headings are inserted for convenience only and shall not
                  affect the construction of this Agreement;

         (C)      references to one gender include all genders;


                                       12
<PAGE>

         (D)      any reference to an enactment or statutory provision is, save
                  as otherwise expressly provided, a reference to it as it may
                  have been, or may from time to time be, amended, re-enacted
                  (with or without modification) or consolidated and also
                  includes any provision that replaces such provision; and

         (E)      references to any English legal term for any action, remedy,
                  method of judicial proceeding, legal document, legal status,
                  court, official or any other legal concept shall, in respect
                  of any jurisdiction other than England, be deemed to include
                  the legal concept which most nearly approximates in that
                  jurisdiction to the English legal term.

1.3      The schedules comprise schedules to this Agreement and form part of
         this Agreement and have the force and effect as if expressly set out in
         the body of this Agreement and any reference to this Agreement shall
         include the schedules. Reference to a clause or clauses or to a party
         or parties shall mean clauses of, and a party or the parties to, this
         Agreement;

1.4      The Disclosure Letter has such contractual effect as is expressly
         provided herein (or therein) and forms part of this Agreement.

2.       TRANSFER OF THE BHL SHARES, INTELLECTUAL PROPERTY RIGHTS AND
         CONSIDERATION

2.1      BHL SHARES

         The Vendor agrees to sell, with full title guarantee, the BHL Shares,
         and the Purchaser agrees to purchase the BHL Shares. The BHL Shares
         shall be sold and purchased fully paid up and free from any
         Encumbrance, together with all rights which, at the date of Completion
         or subsequently, attach to them. The BHL Shares shall be sold and
         purchased on the terms and subject to the conditions set out in this
         Agreement.

2.2      INTELLECTUAL PROPERTY RIGHTS

         Brandbrew agrees to sell or procure the sale of; (i) the Key IP free
         from any Encumbrance and with full title guarantee; and (ii) the Target
         IP (other than the Key IP) and IP Purchaser agrees to purchase the
         Target IP. The Target IP shall be sold on the terms and subject to the
         conditions set out in this Agreement.

2.3      DOMAIN NAMES

         Brandbrew agrees to sell or procure the sale of the Target Domain Names
         and IP Purchaser agrees to purchase the Target Domain Names. The Target
         Domain Names shall be sold on the terms and subject to the conditions
         set out in this Agreement.

2.4      CONSIDERATION
         The aggregate consideration payable by the Purchasers for the BHL
         Shares, the Target IP and the Target Domain Names shall be the
         aggregate of:

         (A)      L.1,162,000,000.00;

         (B)      plus or minus (as appropriate) any amount payable in relation
                  to the Completion Working Capital Statement under clause 6.1;

         (C)      adjusted by an amount equal to the Total Intra-Group Debt in
                  accordance with clause 6.3;


                                       13
<PAGE>

         (D)      plus any amount payable by the Purchaser pursuant to clauses
                  7.13 to 7.18 (inclusive); and

         (E)      plus any amount payable by the Purchaser pursuant to schedule
                  16.

2.5      The allocation of the consideration referred to in clause 2.4(A) as
         between the BHL Shares, the Target IP and the Target Domain Names and
         (in the case of the BHL Shares) as adjusted by clauses 2.4(B) and
         2.4(C) is set out in schedule 8. Each amount payable to the Vendor
         pursuant to clauses 2.4(D) and 2.4(E) shall be allocated to the amount
         payable for the BHL Shares.

2.6      TAXES

         In respect of United Kingdom or United States stamp duty or other
         documentary or transfer taxes payable in relation to this Agreement or
         the transfer of the BHL Shares pursuant to this Agreement, the
         Purchasers shall be responsible for the payment of such amount of stamp
         duty or other documentary or transfer taxes as determined by the
         relevant tax authority whether by the process of adjudication under
         sections 12 and 12A of the Stamp Duty Act 1891 or otherwise. Without
         prejudice to the foregoing, the relevant Purchaser shall pay the amount
         of such duty or other documentary or transfer tax (including any
         interest or penalties) should it be necessary for any of the parties to
         this Agreement to enforce the provisions of this Agreement or the
         transfer of the BHL Shares pursuant to this Agreement in the United
         Kingdom or the United States of America. For the avoidance of doubt
         this clause 2.6 does not apply in respect of Bass Beers Worldwide SA
         (PTY) Limited which is dealt with under the BBW BPA.

2.7      ADJUSTMENTS

         Any payment made to the relevant Purchaser by the Vendor pursuant to
         any claim in respect of any breach of the Vendor Warranties (other than
         to the extent that the Vendor Warranties relate to the Target IP) or
         any claim under the Tax Covenant shall, so far as possible, be made by
         way of adjustment to the consideration payable for the transfer of the
         BHL Shares. Any payment made to the IP Purchaser by Brandbrew in
         respect of the Vendor Warranties relating to the Target IP shall, so
         far as possible, be made by way of adjustment to the consideration
         payable for the Target IP.

2.8      VAT

         Any sum payable under this Agreement is exclusive of any amount in
         respect of applicable VAT.

3.       CONDITIONS PRECEDENT

3.1      The Vendor covenants with the Purchasers to use its best endeavours to
         secure the acceptance by the Secretary of State for Trade and Industry
         (the "Secretary of State") of undertakings (the "Undertakings")
         pursuant to Section 88 of the Fair Trading Act 1973 (the "FTA") for the
         purpose of remedying or preventing the adverse effects specified in the
         report of the Competition Commission on the acquisition by Interbrew SA
         of the brewing interests of Bass PLC (Cm 5014, January 2001) by no
         later than 31 January 2002.

3.2      PRE-APPROVAL OF PURCHASERS

         The obligations of the parties to complete the transfer of the BHL
         Shares, the Target IP and the Target Domain Names shall be conditional
         upon:


                                       14
<PAGE>

         (A)      revocation of the Merger Report (Interbrew SA and Bass PLC)
                  (Interim Provision) Order 2001 (SI 2001/318) made on 8
                  February 2001; and

         (B)      the Director General of Fair Trading (the `DGFT') approving,
                  under the terms of the Undertakings, the Purchasers as
                  purchasers of the BHL Shares and the Target IP and the Target
                  Domain Names.

3.3      FULL CO-OPERATION IN OBTAINING DGFT APPROVAL OF THE PURCHASERS

         In order to ensure that the condition precedent in clause 3.2 is
         fulfilled:

         (A)      the Vendor undertakes to use all best endeavours to, and the
                  Purchasers undertake to provide such assistance to the Vendor
                  in connection with any dealing, or submission to, the DGFT as
                  is required by the Vendor in order to, obtain the approval of
                  the DGFT of the Purchasers as the purchasers of BHL and the
                  Target IP and the Target Domain Names;

         (B)      the Purchasers will at all times co-operate with the Vendor in
                  providing to the DGFT such information as may be necessary
                  with a view to ensuring that the conditions in clause 3.2 are
                  fulfilled as soon as is reasonably practicable and shall
                  provide the Vendor with copies of any proposed communication
                  to the DGFT made pursuant to this clause 3.3 and take due
                  consideration of any comments that the Vendor may have in
                  relation to such communication, provided that a Purchaser
                  shall not be required to provide the Vendor with any of the
                  Purchasers' confidential information or business secrets; and

         (C)      the Vendor will provide to the DGFT such information as may be
                  necessary with a view to ensuring that the conditions in
                  clause 3.2 are fulfilled as soon as is reasonably practicable
                  and shall provide the Purchasers with copies of any proposed
                  communication to the DGFT made pursuant to this clause 3.3 and
                  take due consideration of any comments that the Purchasers may
                  have in relation to such communication, provided that the
                  Vendor shall not be required to provide the Purchasers (or any
                  of them) with any confidential information or business secrets
                  relating to the Interbrew Retained Group.

3.4      The obligations of the parties to complete the transfer of the BHL
         Shares, the Target IP and the Target Domain Names shall be conditional
         upon the Caffrey's Assignment having become unconditional.

3.5      TERMINATION PROVISIONS

         If Completion has not occurred on or before 28 February 2002, each of
         the Vendor and the Purchasers shall have the right to terminate this
         Agreement by written notice to the other and this Agreement (other than
         this clause 3.5, clause 9.21, clause 9.22, clause 14 (Entire
         Agreement), clause 15 (Variation), clause 17 (Confidentiality and
         Announcements), clause 19 (Costs), clause 22 (Notices), clause 23 (No
         Rights Under Contracts (Rights of Third Parties) Act 1999) and clause
         24 (Governing Law, Jurisdiction and Service of Process) shall terminate
         and no party shall have any claim hereunder of any nature whatsoever
         against any other party save in respect of their accrued rights and/or
         liabilities arising from any prior breach of this Agreement.


                                       15
<PAGE>

4.       PRE COMPLETION UNDERTAKINGS

4.1      GENERAL MATTERS

         Pending Completion, the Vendor shall procure that, save with the prior
         written consent of the Purchaser:

         (A)      each Group Company shall carry on its business in the ordinary
                  and usual course;

         (B)      each Group Company shall maintain a level of working capital
                  and trade inventory, consistent with historical levels for
                  that Group Company and at that time of year;

         (C)      subject to the terms of the Confidentiality Letter, the
                  Purchasers' representatives and the proposed lenders shall be
                  allowed, upon reasonable notice and during normal business
                  hours, reasonable access to the Properties, to the executives
                  at the level of Band 4 and to such executives at other levels
                  as the Purchasers may reasonably request (and, to the extent
                  the Vendor is reasonably able to do so, executives from the
                  Joint Venture Companies and the Vendor's advisers), and to the
                  books and records of each Group Company, (including, without
                  limitation, all statutory books (in the case of Group
                  Companies only), minute books (in the case of Group Companies
                  only), leases, contracts, supplier lists and customer lists)
                  and to the books and records of the Interbrew Retained Group
                  Companies relating to the Business IP together with the right
                  to take copies;

         (D)      no dividend or other distribution (within the meaning of
                  section 209, 210 or 418 of the Income and Corporation Taxes
                  Act 1988 (the "Taxes Act")) shall be declared, paid or made by
                  any Group Company to any Interbrew Retained Group Companies;

         (E)      no share or loan capital (nor options, rights to subscribe or
                  other rights in respect thereof) shall be allotted or issued
                  or agreed to be allotted or issued by any Group Company and no
                  Group Company shall undergo a reduction in capital or redeem
                  or repurchase any share or loan capital;

         (F)      no Group Company shall create or agree to create or permit any
                  Encumbrances over all or any part of its assets save for liens
                  arising in the ordinary course of business;

         (G)      no Group Company shall employ any new executives or terminate
                  the employment or office of any existing executives in Band 4
                  or above and no change shall be made in the redundancy
                  practices of any Group Company including the benefits other
                  than salary payable to any executive on redundancy;

         (H)      no general salary increases for any employee shall be made
                  outside the ordinary course of the annual review to take
                  effect from 1 January 2002, and no change shall be made by any
                  Group Company in the terms of employment of any executives at
                  the level of Band 4 or above where the change would increase
                  such an executive's total remuneration package, in each case
                  including pension fund commitments (other than changes
                  required by law);

         (I)      no employees of any Group Company shall be transferred to the
                  Interbrew Retained Group Companies and no employees of the
                  Interbrew Retained Group Companies shall be transferred to any
                  Group Company;


                                       16
<PAGE>

         (J)      no Group Company shall enter into any new contract or new
                  commitment (or make a bid or offer which may lead to a
                  contract or commitment) which would have an annualised total
                  value of L.2,000,000 or more;

         (K)      no Group Company shall agree to any variation of any existing
                  contract to which that Group Company is a party having an
                  annualised total value of L.2,000,000 or more where the
                  variation changes the annualised value of the said contract by
                  10% or more;

         (L)      no Group Company shall acquire or dispose of, or agree to
                  acquire or dispose of, any business or any asset either (1)
                  where such acquisition or disposal would require the approval
                  of an Executive Vice President of Interbrew S.A. under
                  policies applied at the date hereof, or (2) outside the
                  ordinary and usual course of business;

         (M)      no Group Company shall enter into any borrowing, which
                  expression for this purpose shall not include (1) indebtedness
                  existing between Group Companies, or (2) indebtedness existing
                  between Group Companies and the Interbrew Retained Group
                  Companies, in each case provided such indebtedness arises in
                  the ordinary course and in accordance with limits subsisting
                  at the date of this Agreement;

         (N)      no Group Company shall enter into any contract with any member
                  of the Interbrew Retained Group;

         (O)      no Group Company shall engage in any factoring of receivables
                  other than pursuant to and in accordance with the TCB
                  Transaction Documents;

         (P)      no Group Company shall fail to take any action required to
                  maintain any of its insurances in force or knowingly do
                  anything to make any policy of insurance void or voidable or
                  make at its own initiative any material change in the terms of
                  the insurance covering the activities of that Group Company,
                  or cancel any such insurance save that some insurance
                  policies, being part of a global insurance program of the
                  Interbrew Group, including general and product liability
                  insurance, property insurance, travel insurance and executive
                  risk insurance will be cancelled or cease to cover the Group
                  Company as from Completion;

         (Q)      no change shall be made (and no consent to any change shall be
                  given by any Group Company (other than Bass Brewers Pensions
                  Limited)) to the terms of the BBPP or the BBETUS other than
                  where such change is required by law or to maintain their
                  contracted-out or their tax exempt approved status and no
                  power or discretion shall be exercised by any Group Company
                  (other than Bass Brewers Pensions Limited) under the terms of
                  the BBPP and the BBETUS and no consent shall be given by any
                  Group Company (other than Bass Brewers Pensions Limited) to
                  the exercise of any such power or discretion except where such
                  exercise is required by law or to maintain the contracted-out
                  or tax exempt approved status of the BBPP and the BBETUS. To
                  the extent within the Vendor's control, the existing
                  investments of the BBPP as at the date of this Agreement shall
                  not be changed;

         (R)      no Group Company shall enter into any agreement, contract,
                  arrangement or transaction in relation to the CarlingNet
                  Website;

         (S)      no Group Company shall knowingly create or waive a third party
                  right which would have a Material Adverse Effect on the
                  current use of any Certificated Property for


                                       17
<PAGE>

                  the business of the Group or a Material Adverse Effect on the
                  current use of any Uncertificated Property for the business of
                  the Group;

         (T)      no Group Company shall alter the provisions of its Memorandum
                  or Articles of Association or adopt or pass further
                  regulations or resolutions inconsistent therewith;

         (U)      no Group Company shall discontinue or cease to operate all or
                  a material part of its business;

         (V)      no Group Company shall pass any resolutions in general meeting
                  or by way of written resolution, including, without
                  limitation, any resolution for winding-up, or to capitalise
                  any profits or any sum standing to the credit of share premium
                  account or capital redemption reserve or any other reserve;

         (W)      no Group Company and no member of the Interbrew Retained Group
                  shall waive, release, charge, grant or transfer any rights
                  with respect to any Material Business IP or Target Domain
                  Names or domain names owned by any Group Company, or abandon
                  or allow to lapse any Business IP or Target Domain Names or
                  domain names owned by any Group Company;

         (X)      no Group Company shall make any change to the accounting
                  procedures or principles by reference to which its accounts
                  are drawn up, other than changes required by law or UK GAAP
                  (as the same applies from time to time); and

         (Y)      no Group Company shall dispose of or agree to dispose of any
                  Property or agree to acquire an interest in any property
                  except that any Group Company may enter into any of the
                  following transactions or arrangements (or any agreements in
                  that regard):-

                  (1)      the surrender of the Lease of Longfield House,
                           Headingley Office Park, Leeds, and payment of a
                           surrender premium of not more than L.600,000
                           exclusive of VAT;

                  (2)      the extension of the term of the Lease for blocks 2,
                           3 and 4 Headingley Office Park, Leeds with an
                           increase in rent not exceeding L.100,000 per annum;

                  (3)      the taking of a Lease of a customer technical support
                           store in Lincolnshire at a rent not exceeding
                           L.4,000 per annum;

                  (4)      the sale of land at Shobnall Maltings in
                           approximately the area edged green on the Certificate
                           of Title relating to that Property;

                  (5)      the assignment, underletting or surrender of any or
                           all of the Properties at Unit 3, Gibbons Lane, London
                           E15, Unit 2, The Parks, Haydock and Unit 2, Lochside
                           Court, Dumfries;

                  (6)      any actions required to perfect or regularise or
                           satisfy legal requirements (or those of the
                           appropriate land registry) in connection with the
                           transfer of Wellpark Brewery, Glasgow and "Smiths"
                           car park Barrack Street, Glasgow to TCB and Omagh
                           Depot and the Ulster Brewery to Bass Ireland Limited;
                           and


                                       18
<PAGE>

                  (7)      the grant of a lease of part of the Uncertificated
                           Property known as Rocksborough House, Solihull, to
                           BBW.

4.2      Without limitation to clause 4.1, pending Completion, the Vendor shall
         procure that the Purchaser receives, at the same time as their delivery
         to the relevant directors, copies of all board papers given to
         directors of BBL and, in addition, it shall procure that no Group
         Company shall take or omit to take any action or do or fail to do any
         act or thing referred or which, in accordance with past practice of the
         Group, would ordinarily be referred to the board of BBL for approval
         without prior consultation with, and the express approval of, the
         Purchaser.

4.3      Nothing in clause 4.1 or otherwise in this Agreement shall prevent:

         (A)      any Group Company from taking any steps required to be taken
                  by it in order to complete or give effect to the Ancillary
                  Agreements, the TCB BPA or the TCB Transaction Documents or
                  enforcing the terms thereof;

         (B)      BBL from entering into an amendment agreement in Agreed Form
                  in connection with the supply and distribution agreement dated
                  22 August 2000 between (1) Six Continents Retail Limited and
                  (2) Bass Brewers Limited (the "6C Supply and Distribution
                  Agreement") for the purposes of confirming continuity of the
                  supply of certain drinks products under the 6C Supply and
                  Distribution Agreement and any consequential arrangements; or

         (C)      BBL from entering into a side letter agreement in Agreed Form
                  in connection with the following distribution agreements
                  between BBL and TCB relating to:

                  (1)      the distribution of Staropramen in England and Wales;

                  (2)      the distribution of Tennent's Extra and Tennent's
                           Pilsner in England and Wales;

                  (3)      the distribution of Bass Mild to Six Continents
                           Retail, on trade wholesale and the independent on
                           trade in England and Wales;

                  (4)      the distribution of Tennent's lager in England and
                           Wales;

                  (5)      the distribution of Bass Best Scotch to Six
                           Continents Retail, on trade wholesale and the
                           independent on trade in England and Wales; and

                  (6)      distribution of Draught Bass to Six Continents
                           Retail, on trade wholesale and the independent on
                           trade in England and Wales.

4.4      INTRA-GROUP GUARANTEES

         (A)      The parties acknowledge their intention that the guarantee
                  provided by ACE in relation to the Group's custom bond
                  insurance (the "ACE Guarantee") shall continue following
                  signature of this Agreement.

         (B)      The Guarantor and the Purchasers agree to use all reasonable
                  endeavours following signature of this Agreement to facilitate
                  the release on Completion of:

                  (1)      the composite guarantee to The Royal Bank of Scotland
                           pIc dated 11 October 1994 in respect of which BBL is
                           subject; and


                                       19
<PAGE>

                  (2)      the ACE Counter Indemnity in respect of which the
                           Vendor is subject.

4.5      The Vendor agrees to procure that BBW shall act so as to give effect to
         the provisions of Annex 2.

5.       COMPLETION

5.1      Following satisfaction of the last condition in clause 3, completion of
         the transfer of the BHL Shares, the Target IP and the Target Domain
         Names shall take place as follows:

         (A)      At any time on or prior to 18 February 2002 the Vendor shall
                  serve a written notice on the Purchaser requiring that such
                  completion shall take place on a date not less than 4 Business
                  Days after the date of service of such notice on the Purchaser
                  provided that the date for such completion stipulated in the
                  notice shall be a Saturday on or prior to Saturday 23 February
                  2002.

         (B)      The transfer of the BHL Shares, the Target IP and the Target
                  Domain Names shall be completed at the offices of the Vendor's
                  Solicitors (or at such other venue as may be agreed in writing
                  between the Vendor and the Purchaser).

         (C)      Save as provided otherwise the events referred to in the
                  following sub-clauses of this clause 5 shall take place on
                  Completion. Immediately prior to the occurrence of such
                  events, completion of the Caffrey's Assignment shall take
                  place (pursuant to the terms of such agreement) and the Vendor
                  shall demand repayment by BHL of an aggregate amount of the
                  Intra-Group Debts owing by BHL to the Vendor equal to the
                  total amount of monetary consideration received by BHL from
                  the IP Purchaser upon completion of the transactions the
                  subject of the Caffrey's Assignment.

5.2      The Vendor shall deliver or cause to be delivered to the Purchaser (for
         itself and, where relevant, as agent on behalf of each other
         Purchaser):

         (A)      duly executed transfers into the name of the Purchaser in
                  respect of all of the BHL Shares, together with the relevant
                  share certificates;

         (B)      share certificates or bearer warrants in respect of all of the
                  issued shares in the capital of each of the Subsidiaries and
                  all of the issued shares in the capital of each of the Joint
                  Venture Companies owned by the Group (unless such shares are
                  in uncertificated form);

         (C)      the certificates of incorporation (including any certificate
                  of incorporation on change of name), the common seals, all
                  minute books, share registers and share certificate books
                  (with any unissued share certificates) and other statutory
                  books of each Group Company incorporated in the United Kingdom
                  (which shall be written up to but not including the Completion
                  Date);

         (D)      a copy of the minutes (certified by a duly appointed officer
                  as true and correct) of meetings of the board of directors (or
                  equivalent) of the Vendor, the Guarantor and Brandbrew,
                  authorising the execution of and the performance by the
                  Vendor, the Guarantor and Brandbrew of their respective
                  obligations under this Agreement and each of the other
                  documents to be executed by any of them pursuant hereto;

         (E)      the Certificates of Title;


                                       20
<PAGE>

         (F)      the Title Deeds (in so far as any of them are held by
                  Interbrew Retained Group Companies) or a letter of instruction
                  to the firm of solicitors holding the original Title Deeds and
                  documents (in so far as any of them are held by solicitors of
                  the Interbrew Retained Group Companies) that they are to be
                  held to the order of one of the Purchasers or as it may
                  direct;

         (G)      each of the Ancillary Agreements (other than the Caffrey's
                  Assignment) duly executed by the relevant Interbrew Retained
                  Group Companies which are parties thereto;

         (H)      releases of the ABN Security Guarantees and the ABN Share
                  Pledges;

         (I)      letters acknowledging repayment, pursuant to Clause 5.4(B) of
                  all Intra-Group Debts Owing; and

         (J)      a certificate (signed by a duly appointed officer of each of
                  the Vendor and Brandbrew) certifying that the Vendor
                  Warranties are accurate in all material respects and not
                  misleading as of the Completion Date as though a reference to
                  the Completion Date were substituted for any express or
                  implied reference to the time of this Agreement.

5.3      The Purchaser shall deliver or cause to be delivered to the Vendor:

         (A)      each of the Ancillary Agreements (other than the Caffrey's
                  Assignment) duly executed by one or more of the Purchasers or
                  any relevant member of the Purchaser Group which are parties
                  thereto;

         (B)      copies of minutes of the Purchaser (certified by a duly
                  appointed officer as true and correct) and of the IP Purchaser
                  and the Purchaser Guarantor, authorising the execution of and
                  performance by them of their obligations under this Agreement
                  and each of the other documents to be executed by them
                  pursuant hereto; and

         (C)      letters acknowledging repayment, pursuant to clause 5.4(A) of
                  all Intra-Group Debts Receivable.

5.4      At Completion:

         (A)      The Vendor shall procure that each Interbrew Retained Group
                  Company which owes any part of the Intra-Group Debts
                  Receivable at Completion repays such outstanding debt which it
                  owes in the manner provided for in clauses 5.5(C), 5.8 and
                  5.9.

         (B)      The Purchaser shall procure that each Group Company which owes
                  any part of the Intra-Group Debts Owing at Completion repays
                  such outstanding debt which it owes in the manner provided for
                  in clauses 5.5(B), 5.6 and 5.7.

5.5      Subject to clause 5.6 the Purchaser shall cause the amount of
         L.1,162,000,000.00 to be paid to the Vendor or any persons(s) nominated
         by the Vendor by electronic funds transfer to the bank account or
         accounts of the Vendor or such other person so nominated before
         Completion. Such payment shall consist of the aggregate of the
         following payments:

         (A)      a payment by the Purchaser to the Vendor, as consideration
                  (subject to later adjustment pursuant to clauses 2.4(B),
                  2.4(D) and 2.4(E)) for the BHL shares, the Target IP and the
                  Target Domain Names, of the amount specified in clause 2.4(A)


                                       21
<PAGE>

                  as adjusted by clauses 2.4(C) and 6.3 but so that the
                  aggregate payment does not exceed L.1,162,000,000.00;

         (B)      repayment, pursuant to clause 5.4(B), by the Purchaser as
                  agent for each Group Company which owes any part of the
                  Intra-Group Debts Owing, of such outstanding debt (to the
                  extent of such outstanding debt); and

         (C)      repayment, pursuant to clause 5.4(A), by the Vendor, as agent
                  for each Interbrew Retained Group Company which owes any part
                  of the Intra-Group Debts Receivable at Completion (or on its
                  own account, to the extent that it is the Interbrew Retained
                  Group Company which owes such debt), of such outstanding debt
                  (to the extent of such outstanding debt)

         in each case for value as at Completion. If Completion is not a
         Business Day then any sum referred to in clause 5.7 must be paid so
         that the recipient has the benefit of such funds on the date of
         Completion.

5.6      Where Completion shall not take place until Saturday 26 January 2002
         there shall be deducted from the amounts payable by the Purchaser
         pursuant to Clause 5.5 an amount equal to US$500,000. In the event that
         Completion shall not take place until after Saturday 26 January 2002 in
         addition to the amount of US$500,000 aforesaid there shall also be
         deducted an additional sum of US$500,000 multiplied by the number of
         complete weeks after Saturday 26 January 2002 on which Completion takes
         place.

5.7      The Purchaser shall enter into a loan agreement with each Group Company
         as the agent of which it makes a repayment of any part of the
         Intra-Group Debts Owing pursuant to clause 5.4(B) to record that, as a
         result of such repayment by the Purchaser as agent of each such Group
         Company, each such Group Company owes to the Purchaser an amount equal
         to such part of the Intra-Group Debts Owing repaid by the Purchaser as
         its agent.

5.8      Any amount received by the Vendor pursuant to clause 5.5(B) shall be
         received:

         (A)      to the extent that the Vendor is the Interbrew Retained Group
                  Company to which the Intra-Group Debts Owing are owed, by the
                  Vendor on its own behalf; and

         (B)      to the extent that the Vendor is not the Interbrew Retained
                  Group Company to which the Intra-Group Debts Owing are owed,
                  by the Vendor as agent of the respective Interbrew Retained
                  Group Companies to which such respective parts of the
                  Intra-Group Debts Owing are owed

         and the Vendor shall enter into a loan agreement with each Interbrew
         Retained Group Company as the agent of which it receives a repayment of
         any part of the Intra-Group Debts Owing pursuant to clause 5.5(B) to
         record that, as a result of such repayment received as agent of each
         such Interbrew Retained Group Company, the Vendor owes to each such
         Interbrew Retained Group Company an amount equal to such part of the
         repayment of Intra-Group Debts Owing received by the Vendor as its
         agent.

5.9      The Vendor shall enter into a loan agreement with each Interbrew
         Retained Group Company as the agent of which it makes a repayment of
         any part of the Intra-Group Debts Receivable pursuant to clause 5.5(C)
         to record that, as a result of such repayment by the Vendor as agent of
         each such Interbrew Retained Group Company, each such Interbrew
         Retained Group Company owes to the Vendor an amount equal to such part
         of the Intra-Group Debts Receivable repaid by the Vendor as its agent.


                                       22
<PAGE>

5.10     Any amount received by the Purchaser pursuant to clause 5.5(C) shall be
         received by the Purchaser as agent of the respective Group Companies to
         which such Intra-Group Debt Receivable is owed and the Purchaser shall
         enter into a loan agreement with each Group Company as the agent of
         which it receives a repayment of debt pursuant to clause 5.5(C) to
         record that, as a result of such repayment received as agent of each
         such Group Company, the Purchaser owes to each such Group Company an
         amount equal to such part of the repayment of Intra-Group Debts
         Receivable received by the Purchaser as its agent.

5.11     The events relating to the completion of the sale of the BBW Assets set
         out in the BBW BPA shall take place as provided therein.

5.12     The Vendor shall procure that meetings of the directors, or of the
         shareholders, as appropriate, of the Group Companies are held at which
         the following business is transacted:

         (A)      the directors of BHL shall approve for registration (subject
                  to being duly stamped) the transfer of the BHL Shares referred
                  to in clause 5.2(B);

         (B)      the situation of the registered office of each Group Company,
                  which is currently situated at any Interbrew Retained Group
                  Company address, shall be changed to that of the registered
                  office of the Purchaser or a member of the Purchaser Group or
                  to such other address as the Purchaser shall notify to the
                  Vendor in writing prior to Completion; and

         (C)      the persons listed in schedule 9 shall resign as directors
                  and/or secretaries of the relevant Group Companies and shall
                  sign as a deed a letter in the Agreed Form and such persons as
                  shall be notified to the Vendor by the Purchasers prior to
                  Completion shall be appointed, with effect from the end of the
                  meeting, as directors of the relevant Group Companies.

         The Vendor shall procure that minutes of each duly held board meeting
         (certified by a duly appointed officer as true and correct) and the
         resignations and letters referred to are delivered to the Purchasers'
         Solicitors.

5.13     The Vendor shall procure the present auditors of the Group Companies to
         resign their office as such and provide a letter notifying their
         resignation, acknowledging they have no claim against any Group Company
         and containing a statement pursuant to section 394(1) of the Companies
         Act that there are no circumstances connected with their ceasing to
         hold office which they consider should be brought to the attention of
         any members or creditors.

5.14     The Tax Covenant shall come into full force and effect at Completion.

5.15     The provisions of schedule 10 (Pensions) shall come into full force and
         effect at Completion.

5.16     The provisions of schedule 13 (Intellectual Property Matters) shall
         come into full force and effect at Completion other than those
         expressed to take effect from the date of this Agreement which shall
         come into full force and effect on the date of this Agreement.

5.17     INSURANCE

         With effect from Completion and for a period of not less than 2 years
         following Completion, the Purchaser shall procure that each Group
         Company shall maintain policies of insurance


                                       23
<PAGE>

         with no less favourable coverage than those offered by or for the
         benefit of the Group Companies as existing at the date hereof and in
         particular all such policies shall be on a "claims made" basis rather
         than an "occurrence" basis.

5.18     NO DELAY IN COMPLETION

         Notwithstanding any other provision of this clause 5, if the Vendor is
         unable to deliver to the Purchaser on the Completion Date (in any case
         other than in respect of BHL, BBL, Tradeteam, Grolsch (UK) Limited, BHR
         International BV, BB(IP), Barbox Limited and Pubs 247 Limited which
         shall be so delivered):

         (A)      all of the share certificates in respect of the Subsidiaries
                  referred to in clause 5.2(B); or

         (B)      each of the items referred to in clause 5.2(C),

         save that in respect of BB(IP) and BHR International BV any documents
         required by a notary to perfect the releases of the ABN Security
         Guarantees and ABN Share Pledges shall not be required to be delivered
         on Completion, but on the next Business Day thereafter but, for the
         avoidance of doubt, this will not in any way affect the Vendor's
         obligations under clause 5.2(H) to deliver releases in respect of
         BB(IP) and BHR International BV.

         Completion shall nevertheless take place in accordance with clause 5.1
         provided that the Vendor notifies the Purchaser no fewer than 3
         Business Days in advance of the Completion Date of the items it will be
         unable to deliver on Completion and, delivers on Completion to the
         Purchaser appropriate assurances or undertakings, in a form or forms
         approved by the Purchaser no fewer than 2 Business Days before
         Completion, in respect of those share certificates or other items which
         it is unable so to deliver (including, without limitation, indemnities
         in respect of lost share certificates) in order to ensure their
         delivery (or, as the case may be, replacement) as soon as reasonably
         practicable following Completion.

6.       COMPLETION WORKING CAPITAL STATEMENT AND INTRA-GROUP DEBT

6.1      COMPLETION WORKING CAPITAL STATEMENT

         The Vendor and the Purchasers agree that they will follow the
         procedures described in schedule 4 in preparing the Completion Working
         Capital Statement. If the Completion Working Capital Amount is greater
         than the Reference Working Capital Amount, the Purchaser shall pay the
         amount of the difference to the Vendor by way of adjustment to the
         consideration for the BHL Shares. If the Completion Working Capital
         Amount is less than the Reference Working Capital Amount, then the
         Vendor shall pay the amount of the difference to the Purchaser by way
         of adjustment to the consideration for the BHL Shares.

6.2      PAYMENT AND INTEREST

         The payment of the amount so determined pursuant to, or referred to in,
         clause 6.1 shall be paid to the relevant payee, within five (5)
         Business Days of the date on which such amount is agreed or determined
         pursuant to schedule 4. Any such amount shall attract interest at the
         same rate as the prevailing base rate of Lloyds TSB pIc from (but
         excluding) the Completion Date until (and including) the date of
         payment.


                                       24
<PAGE>

6.3      INTRA-GROUP DEBT

         If the Intra-Group Debts Receivable are greater than the Intra-Group
         Debts Owing, the amount left after deducting the Intra-Group Debts
         Owing from the Intra-Group Debts Receivable shall be added to the
         consideration for the BHL Shares, pursuant to clause 2.4(C) (to the
         extent of such amount). Whereas, if the Intra-Group Debts Owing are
         greater than the Intra-Group Debts Receivable, the amount left after
         deducting the Intra-Group Debts Receivable from the Intra-Group Debts
         Owing, shall be deducted from the consideration for the BHL Shares,
         pursuant to clause 2.4(C), (to the extent of such amount).

7.       POST-COMPLETION UNDERTAKINGS

7.1      GUARANTEES

         The relevant Purchaser agrees that it shall use all reasonable
         endeavours to obtain the unconditional and absolute release of each
         Interbrew Retained Group Company from any Intra-Group (Group Company)
         Guarantee to which it is a party on or as soon as practicable following
         Completion and, pending such release, to indemnify the relevant
         Interbrew Retained Group Company against all amounts paid by it
         pursuant to any such Intra-Group (Group Company) Guarantee in respect
         of any liability of any Group Company or any Interbrew Retained Group
         Company in respect of any liability of any Group Company (and all Costs
         incurred in connection with such liability) whether arising before or
         after Completion (provided that the Guarantor shall procure that the
         relevant Interbrew Retained Group Company shall, to the extent
         reasonably practicable, consult with the relevant Purchaser prior to
         making any such payment).

7.2      The Vendor agrees that it shall use all reasonable endeavours to obtain
         the unconditional and absolute release of each Group Company from any
         Intra-Group (Interbrew Retained Group) Guarantee to which it is a party
         on or as soon as practicable following Completion and, pending such
         release, to indemnify the relevant Group Company against all amounts
         paid by it pursuant to any such Intra-Group (Interbrew Retained Group)
         Guarantee in respect of any liability of any Interbrew Retained Group
         Company (and all Costs incurred in connection with such liability)
         whether arising before or after Completion (provided that the Purchaser
         Guarantor shall procure that the relevant Group Company shall, to the
         extent reasonably practicable, consult with the Vendor prior to making
         any such payment).

7.3      The Vendor agrees that it shall use its reasonable endeavours to assist
         the Purchaser in procuring the release of each Group Company from any
         guarantee given for the benefit of Six Continents PLC or any of its
         subsidiaries, by, upon the Purchaser's request (and subject to being
         fully indemnified in respect of all Costs), exercising its rights under
         clause 7.3 of the Bass SPA and, pending such release, agrees to
         indemnify the relevant member of the Group against all amounts paid by
         it pursuant to any such guarantee in respect of any liability of Six
         Continents PLC and/or any of its subsidiary undertakings whether
         arising before or after Completion (provided that the relevant member
         of the Group shall, to the extent reasonably practicable, consult with
         the Vendor prior to making any such payment).

7.4      The Purchaser agrees that it shall use its reasonable endeavours to
         assist the Vendor in complying with and discharging its obligations
         under clause 7.2 of the Bass SPA, by (and subject to being fully
         indemnified in respect of all Costs) procuring the release of Six
         Continents PLC or any of its subsidiaries from any guarantee given by
         them for the benefit of the Group and, pending such release, agrees to
         indemnify the Vendor against all amounts paid by it pursuant to its
         obligations under the said clause 7.2 in respect of any


                                       25
<PAGE>

         liability of any Group Company arising after Completion (provided that
         the Vendor shall, to the extent reasonably practicable, consult with
         the Purchaser prior to making any such payment).

7.5      ACCESS

         (A)      The Purchasers shall procure that after Completion each Group
                  Company provides the Vendor and its advisers with such access
                  (during normal office hours and on reasonable notice) to the
                  senior employees, accounts, working papers and other financial
                  information of the relevant Group Company as is reasonably
                  necessary for the purposes of:

                  (1)      preparing the Guarantor's annual report and accounts;

                  (2)      preparing any Interbrew Retained Group Company's tax
                           returns or accounts;

                  (3)      complying with any legal, regulatory or compliance
                           requirements, in each case in the United Kingdom or
                           elsewhere;

                  (4)      dealing with any insurance claims involving the
                           Vendor, whether made before or after Completion;

                  (5)      the preparation by any Interbrew Retained Group
                           Company of any financial information required in
                           connection with the listing of shares or any debt
                           security of any member of the Interbrew Retained
                           Group on any securities exchange, investment
                           exchange, quotation system or other recognised
                           trading market; or

                  (6)      compliance by any Interbrew Retained Group Company
                           with clause 7.4 of the Bass SPA.

                  In addition, the Purchasers shall procure that each Group
                  Company provides to the Vendor and its advisers such access to
                  information which such Group Company possesses and is entitled
                  to provide to the Vendor and its advisers relating to any
                  issue affecting Interbrew Retained Group Companies and
                  currently the subject of legal proceedings or which after
                  Completion becomes the subject of legal proceedings (other
                  than Relevant Claims), over the period that any such legal
                  proceedings are outstanding.

         (B)      The Vendor shall procure that after Completion each member of
                  the Interbrew Retained Group provides the Purchasers and their
                  respective advisers with such access (during normal office
                  hours and on reasonable notice) to the senior employees,
                  accounts, working papers and other financial information and
                  employees of members of the Interbrew Retained Group as is
                  reasonably necessary for the purposes of:

                  (1)      preparing the Purchaser Guarantor's annual report and
                           accounts;

                  (2)      preparing any tax returns or accounts of any Group
                           Company;

                  (3)      complying with any legal, regulatory or compliance
                           requirements, in each case in the United Kingdom or
                           elsewhere;


                                       26
<PAGE>

                  (4)      dealing with any insurance claims involving any Group
                           Company, whether made before or after Completion; or

                  (5)      the preparation by any member of the Purchaser Group
                           (including the Group) of any financial information
                           required in connection with bank financing or the
                           listing of shares or any debt security of any member
                           of the Purchaser Group (including the Group) on any
                           securities exchange, investment exchange, quotation
                           system or other recognised trading market.

                  In addition, the Guarantor shall procure that each Interbrew
                  Retained Group Company provides to the Purchaser and its
                  advisers such access to information (including tax opinions)
                  about any reorganisation that may have taken place prior to
                  the 22 August 2000 acquisition of BHL by the Vendor as they
                  may reasonably request and to any other information in each
                  case which such Interbrew Retained Group Company possesses and
                  is entitled to provide to the Purchaser and its advisers
                  relating to any issue affecting Group Companies and currently
                  the subject of legal proceedings or which after Completion
                  becomes the subject of legal proceedings (other than Relevant
                  Claims), over the period that any such legal proceedings are
                  outstanding

                  For the avoidance of doubt (A) and (B) above shall continue
                  without limit in time.

7.6      BASS SPA INDEMNITY

         The Purchaser and the Purchaser Guarantor acknowledge that the Vendor
         along with other Interbrew Retained Group Companies owe various
         obligations to Six Continents PLC and Six Continents Holdings Limited
         under the Bass SPA specifically in relation to the CarlingNet Website,
         the Call Option Deed dated 25 August 1996 between Carlsberg A/S and BHL
         (the "Call Option Deed"), the BB(IP) Loan Agreement and a
         reorganisation guarantee (the "Reorganisation Guarantee") in relation
         to the Bass Reorganisation Agreements.

7.7      The Purchaser shall promptly do or procure that each member of the
         Group and the Purchaser Group promptly does all such things as may be
         reasonably required by the Guarantor or the Vendor from time to time
         for the purpose of assisting any Interbrew Retained Group Company to
         fulfil its obligations under the Bass SPA, including, without
         limitation, the Reorganisation Guarantee, subject to such member of the
         Purchaser Group being indemnified on an after tax basis for all
         reasonable Costs incurred directly or indirectly as a consequence of
         complying with this clause.

7.8      The Purchaser and the Purchaser Guarantor hereby agree to indemnify and
         undertake to pay to the Vendor, an amount equal to any Costs incurred
         by any Interbrew Retained Group Company due under the Bass SPA in
         respect of:

         (A)      the Deferred Consideration (as defined in the Bass SPA)
                  relating to the CarlingNet Website;

         (B)      the Call Option Deed; and

         (C)      the Reorganisation Guarantee set out in clause 14 of the Bass
                  SPA,

         where such Cost is directly incurred as a result of any action or
         inaction following Completion by the Purchaser or any member of the
         Purchaser Group (including the Group).


                                       27
<PAGE>

7.9      BB(IP) LOAN AGREEMENT

         The Purchaser agrees that it shall procure the repayment of the loan
         set out in the BB(IP) Loan Agreement on the date on which repayment is
         due (and not before) and satisfy all obligations thereunder. The
         Purchaser further undertakes and agrees to procure that, subject to the
         terms of clause 7.12 no member of the Purchaser Group (including,
         following Completion, the Group) shall repay the BB(IP) Loan Agreement
         before the repayment date specified therein. The Purchaser undertakes
         that it will use all reasonable endeavours to ensure that neither it
         nor any member of the Purchaser Group (including, following Completion,
         the Group) shall, subject to the terms of clause 7.12, take any action
         after Completion (including any action in relation to the CARLING brand
         or any action by way of repayment of the BB(IP) Loan Agreement) which
         will constitute a breach of or otherwise invalidate the Dutch tax
         ruling (a copy of which has been provided to the Purchasers' Solicitors
         and the Purchaser's Accountants) (the "Dutch Ruling") which was
         obtained when the CARLING brand was transferred by BIH to BB(IP) on 29
         September 1999.

7.10     The Vendor undertakes to the Purchaser to indemnify it and hold it
         harmless against (i) the cost of repayment of the principal amount of
         EUR 16,049,640 payable under the BB(IP) Loan Agreement by the Purchaser
         pursuant to clause 7.9, (ii) all interest payments actually paid by
         BB(IP) to BIH pursuant to Article 3(1) of the BB(IP) Loan Agreement and
         (iii) all Costs of the Purchaser or any member of the Group arising out
         of (x) any breach by BB(IP) or any member of the Group of any provision
         of the BB(IP) Loan Agreement on or following 22 August 2000 and prior
         to Completion or (y) any requirement imposed on BB(IP) by BIH in
         accordance with the BB(IP) Loan Agreement to accelerate the repayment
         of that principal amount by reason of the acquisition by the Purchaser
         of the BHL Shares.

7.11     Nothing in these clauses 7.9, 7.11 or 7.12 shall operate in any way to
         restrict the freedom of the Purchaser or any other member of the
         Purchaser Group (including following Completion the Group) to transfer
         at any time the shares of BB(IP) or the assets of BB(IP) (or any of
         them including the CARLING brands) provided however that in respect of
         any such transfer the Purchaser agrees to notify the Vendor of the
         transfer and to use all reasonable efforts to prevent the Dutch Ruling
         from being breached or invalidated and in the case of the transfer to a
         third party outside the Purchaser Group (including following Completion
         the Group) which leads to a breach or invalidation of the Dutch Ruling
         or which results in a repayment of the BB(IP) Loan Agreement, the
         Purchaser agrees to indemnify the Vendor as agent for any other
         Interbrew Retained Group Company against any consequential tax charge
         imposed by the Dutch authorities on BIH and payable by any Interbrew
         Retained Group Company under the Bass SPA.

7.12     Nothing in these clauses 7.9, 7.11 or 7.12 shall prevent any member of
         the Purchaser Group (including following Completion the Group) from at
         any time repaying the loan the subject of the BB(IP) Loan Agreement if
         such member notifies the Vendor of such intention and at the same time
         pays to the Vendor as agent for any Interbrew Retained Group Company
         (by way of compensation for damages) the tax charged in relation to
         such repayment by the Dutch tax authorities.

7.13     DEFERRED CONSIDERATION

         The Purchaser hereby covenants with the Vendor that the Purchaser shall
         pay to the Vendor a sum equal to 10% of the consideration received
         (after deduction of (i) the reasonable costs of the Disposal, and (ii)
         any tax for which the Purchaser or any Group Company is or will be
         liable in respect of such Disposal) by any member of the Purchaser
         Group (including the Group) from the Leading Brewer (the "Additional
         Consideration") by


                                       28
<PAGE>

         way of additional consideration for the BHL Shares, if within the
         period of three years from Completion, a Disposal is made by any member
         of the Purchaser Group. The provisions of this clause 7.13 and of
         clauses 7.14 to 7.16 (inclusive) are subject to clauses 7.17 to 7.19
         (inclusive).

7.14     The Purchaser hereby covenants that it shall ensure that:

         (A)      any Disposal falling within clause 7.13 above, shall be made
                  by way of an agreement in writing, such agreement to provide
                  for completion of such Disposal to take place at a specified
                  time and place on a specified date;

         (B)      in respect of any Disposal falling within clause 7.13 above,
                  the Purchaser shall pay the Additional Consideration to the
                  Vendor within 5 Business Days of receiving the cash proceeds
                  of such Disposal; and

         (C)      in the event that any part of the consideration for any
                  Disposal falling within clause 7.13 above is in non-cash form,
                  the fair market value of such non-cash consideration shall be
                  determined by such independent chartered accountant as shall
                  be appointed by agreement between the parties, and failing
                  such appointment, such person as shall be appointed by the
                  President for the time being of the Institute of Chartered
                  Accountants for England and Wales (on application made by
                  either the Purchaser or the Vendor), who shall act as expert
                  not arbitrator, and the Purchaser shall make cash funds
                  available to pay such additional consideration to the Vendor
                  within 5 Business Days following such determination.

7.15     The Purchaser shall notify the Vendor within 2 Business Days of
         entering into an agreement in respect of any conditional or
         unconditional Disposal falling within clause 7.13 above, such
         notification to include the consideration payable by the Purchaser in
         respect of such Disposal.

7.16     Any payments of Additional Consideration to be made to the Vendor
         pursuant to clause 7.13 above shall be made in pounds sterling by way
         of electronic transfer into the account the Vendor shall have notified
         in advance to the Purchaser.

7.17     The Purchaser may, with respect to any Disposal or proposed Disposal
         (the "Relevant Transaction"), at any time prior to its being obliged to
         make payment to the Vendor under clause 7.14(B) above in respect of the
         Relevant Transaction, offer the opportunity (the "Option") to the
         Vendor to enter into a transaction the subject matter and terms of
         which are in all material respects the same as those of the Relevant
         Transaction. The Purchaser hereby covenants with the Vendor that it
         shall at all times act in good faith in relation to its obligations
         under this clause 7.16, and in particular (without prejudice to the
         generality of the foregoing) the Purchaser shall not include in the
         terms of any such Option any provision the predominant purpose of which
         is to place the Vendor at a material disadvantage in terms of the
         commercial viability of, or ability to take up, the Option when
         compared with the Leading Brewer. If, within the period of 15 Business
         Days of the Purchaser offering such an opportunity to the Vendor (or
         such longer period as the parties may agree), the Vendor has not
         accepted such offer in writing (on an unconditional basis, save only as
         regards (i) any necessary consent of the DGFT under the undertakings to
         be given by the Vendors and or the Guarantor to the Secretary of State
         for Trade and Industry pursuant to section 88(2) of the FTA; and (ii)
         any necessary regulatory consent, on terms satisfactory to the Vendor
         (acting reasonably)), the Purchaser and each member of the Purchaser
         Group shall be entitled to proceed with the Relevant Transaction and
         shall have no liability to the Vendor under clauses 7.13 to 7.16. If,
         within such period, the Vendor accepts the offer and that acceptance is
         subject only to one or more of the


                                       29
<PAGE>

         conditions referred to above, the Purchaser and the Vendor shall
         co-operate in good faith to execute binding documentation with respect
         to the Relevant Transaction (subject only to such conditions) provided
         that the Purchaser may at any time notify the Vendor in writing of its
         decision not to pursue the Relevant Transaction with the Vendor. The
         Purchaser shall in such circumstances only incur liability to the
         Vendor under clauses 7.13 to 7.16 in the event that it subsequently
         enters into the Relevant Transaction. Such documentation shall include
         obligations on the Vendor to progress the satisfaction of any necessary
         permitted regulatory condition using all reasonable endeavours provided
         that the Vendor shall not be obliged to accept any approval or
         clearance of the Relevant Transaction subject to any undertakings,
         conditions, modifications or assurances that are not reasonably
         acceptable to the Vendor and the Purchaser.

7.18     Clauses 7.13 to 7.16 shall not apply to any act or transaction that
         would (but for this clause 7.18) constitute a Disposal provided, and to
         the extent, that it is entered into or carried out in accordance with
         the Management Action Plans as set out in the Data Room at reference
         B.6.

7.19     TRADETEAM

         The Purchaser hereby covenants and undertakes with the Vendor that the
         Purchaser will procure that no member of the Purchaser Group (including
         the Group) will in any way block, impede, object to, interfere with or
         prevent the transfer of the delivery logistics operations of IUK (or
         any other Interbrew Retained Group Company) to Tradeteam, if Tradeteam
         has independently accepted and approved any such proposed transfer.

7.20     RESTRICTION ON SOLICITATION OF EMPLOYEES

         During the period from the date of this Agreement to 6 months after
         Completion, the Guarantor and the Purchaser Guarantor agree and shall
         procure that:

         (A)      the Interbrew Retained Group shall not take into employment
                  any person who was employed by the Group at or at any time
                  following 01 September 2001; and

         (B)      the Purchaser Group (including the Group) shall not take into
                  employment any person who was employed by TCB, Bass Ireland
                  Limited or BBW, not being an "Employee" for the purposes of
                  the BBW BPA at, or at any time following 01 September 2001;

         unless the Vendor and the Purchaser agree in writing that such a
         transfer can take place, other than in respect of Chris Paden or David
         Randall previously of BBL.

7.21     With respect to:

         (A)      employees employed in the United Kingdom classified in Band 5
                  or above or set out in part 1 of schedule 18; or

         (B)      in respect of:

                  (1)      any employee of TCB or Bass Ireland Limited employed
                           in the United Kingdom or Ireland; or

                  (2)      any employee of BBW, not being an "Employee" for the
                           purposes of the BBW BPA;


                                       30
<PAGE>

                  classified in Band 5 or above (or its equivalent) or as set
                  out in part 2 of schedule 18,

         the provisions of clause 7.20 shall be read as if the reference to six
         months therein was a reference to one year.

7.22     PENSION INDEMNITY

         The Purchaser undertakes to pay to the Vendor, by way of adjustment so
         far as possible to the consideration payable for the BHL Shares, an
         amount equivalent to all liability to pay benefits which may be
         suffered or incurred by the Vendor or any Interbrew Retained Group
         Company arising out of or in connection with:

         (A)      BBETUS;

         (B)      the promises relating to Iain Napier's pension entitlement as
                  set out in letters dated 12 June 2000, 20 July 2000, 18
                  December 2000, 22 March 2001 and 01 June 2001;

         but only so far as provision has been made in the Completion Accounts
         in respect of clauses 7.22(A) and 7.22(B) above and such liability to
         pay benefits has not been incurred by the Purchaser or any Group
         Company.

         The Vendor undertakes to pay to the Purchaser, by way of adjustment so
         far as possible to the consideration payable for the BHL Shares, an
         amount equivalent to all Costs which may be suffered or incurred by the
         Purchaser or any Group Company arising out of or in connection with the
         exercise by Iain Napier of his early retirement option pursuant to the
         letters described in clause (B) above.

         Any payment to be made pursuant to this clause 7.22 shall be made not
         more than one month after a written demand from one party to the other.

7.23     INTERBREW LONG TERM INCENTIVE PLAN (THE "LTIP")

         The Vendor undertakes to procure that the board of directors of
         Interbrew SA exercises its discretion under the rules of the LTIP so
         that subscription rights granted to directors or employees of a Group
         Company remain exercisable in accordance with the rules of the LTIP.

7.24     LOST LICENCES

         (A)      The Vendor shall indemnify the Purchaser (for itself and on
                  behalf of any Group Company) in respect of any Costs resulting
                  or arising directly or indirectly from:-

                  (1)      the failure to validly hold a Lost Licence;

                  (2)      the invalidity or termination of any Lost Licence;

                  (3)      carrying on business before and after Completion in
                           all respects as if all Lost Licences were validly
                           held by the relevant Group Company;

                  (4)      obtaining or procuring supplies of water, beer or
                           other relevant products, materials, supplies or
                           services from alternative sources (for the avoidance
                           of doubt to include brewing) in order to compensate
                           for any unavailability of


                                       31
<PAGE>

                           abstracted water or other rights resulting directly
                           or indirectly from a Lost Licence ("Alternative
                           Sourcing").

         (B)      The Purchaser shall procure that BBL and the Purchaser shall
                  fully consult in good faith with the Vendor before taking any
                  major strategic decision in relation to Alternative Sourcing.

         (C)      The parties acknowledge that, save where not reasonably
                  avoidable having regard to the available options for
                  Alternative Sourcing, the Purchaser or any Group Company
                  should not by virtue of any Alternative Sourcing be placed in
                  any materially better position than if the relevant Lost
                  Licence issue had not arisen. Accordingly, the amount of Costs
                  recoverable by the Purchaser or any Group Company in relation
                  to Alternative Sourcing shall be reduced to the extent of any
                  such material improvement which is reasonably avoidable on
                  that basis. Where there is more than one Alternative Sourcing
                  strategy reasonably available to the Purchaser (none of which
                  would give rise to any uncompensated harm to BBL) then BBL
                  will adopt the least cost alternative or if it adopts a higher
                  cost alternative then the indemnity in sub-clause 7.24(A)
                  shall be limited to the Costs of the lowest such alternative.
                  For the avoidance of doubt the least cost alternative on such
                  basis could be to cease production at the relevant brewery.
                  Where the Purchaser or any Group Company is making a claim in
                  respect of Alternative Sourcing under the indemnity in
                  sub-clause 7.24(A)(3) or sub-clause 7.24(A)(4) then the claim
                  shall be made under sub-clause 7.24(A)(4) and the provisions
                  of this sub-clause 7.24(C) shall apply.

         (D)      Any consultation under this clause shall be subject to any
                  applicable laws preventing or restricting consultation.

         (E)      The Purchaser shall, upon reasonable prior notice from the
                  Vendor at any time after Completion and at the cost and
                  expense of the Vendor, make application for any Lost Licence
                  to be (at the Vendor's option), (1) validly rectified to
                  record the relevant Group Company as the duly entitled holder
                  or (2) validly transferred to the relevant Group Company or
                  (3) re-applied for in the name of the relevant Group Company
                  (provided that the Licence is granted on the same or no less
                  favourable terms as the Lost Licence). This sub-clause 7.24(E)
                  is without prejudice to sub-clauses 7.24(A) to 7.24(D) above
                  which shall apply whether or not directions are given under
                  this sub-clause 7.24(E). Moreover, the indemnity in sub-clause
                  7.24(A) shall apply to all acts or omissions of the Purchaser
                  or any Group Company taken or not taken pursuant to this
                  sub-clause 7.24(E).

         (F)      Subject to sub-clause 7.24(D) and appropriate arrangements to
                  preserve confidentiality, the parties agree that BBL shall
                  provide the Vendor at the Vendor's cost with any information
                  reasonably relevant to a decision on a course of action taken
                  under sub-clause 7.24(E) (including plans for closure).

         (G)      For the avoidance of doubt the Costs recoverable under this
                  indemnity shall not include those Costs which result from a
                  decision to cease production at the Alton Brewery other than
                  by reason of a Lost Licence.

8.       VENDOR WARRANTIES

8.1      As at the time of execution of this Agreement (and as at Completion by
         reference to the events and circumstances then existing and as if any
         express reference in any of the Vendor Warranties to the date of this
         Agreement were a reference to Completion) the


                                       32
<PAGE>

         Vendor represents and warrants to the Purchaser in the terms of
         Schedule 7 (but only insofar as such warranties relate to the Group
         Companies) and to the IP Purchaser (in the terms of the Caffrey's
         Warranties), and Brandbrew represents and warrants to the IP Purchaser
         (but only insofar as such warranties relate to the Target IP) in the
         terms of the Vendor Warranties subject to:

         (A)      any matter fairly and reasonably disclosed in the Disclosure
                  Letter (or treated by the Disclosure Letter as being
                  disclosed);

         (B)      any information contained in the documents listed in the Data
                  Room Index, all such information being deemed to be disclosed
                  to the Purchasers to the extent it constitutes a fair and
                  reasonable disclosure;

         (C)      any matter or thing hereafter expressly required to be done or
                  omitted to be done pursuant to this Agreement; and

         (D)      the limitations and qualifications set out in clause 9.

8.2      In the case of any Vendor Warranties which are deemed to be given only
         so far as the Vendor or Brandbrew is aware, the Vendor or Brandbrew (as
         the case may be) shall in each case be deemed to be aware only of those
         facts, matters and circumstances actually known to the individuals
         whose names are set out in schedule 11 in relation to the Vendor
         Warranties specified against each individual's name (and no other
         persons), or which would be known to such individuals had they made due
         and careful enquiry within the Group of the appropriate personnel and
         without any implication that such enquiry extends to the carrying out
         of searches and enquiries of any public or other body or authority or
         any third party.

8.3      Subject to clause 16, the Vendor Warranties shall be enforceable by the
         Purchaser against the Vendor only in respect of the BHL Shares, by the
         IP Purchaser against the Vendor only in respect of the Caffrey's
         Rights, and by the IP Purchaser against Brandbrew only in respect of
         the Target IP.

8.4      The Vendor acknowledges that the relevant Purchasers have entered into
         this Agreement in reliance upon the Vendor Warranties.

8.5      Save as expressly otherwise provided, the Vendor Warranties shall be
         separate and independent and shall not be limited by reference to any
         other paragraph of schedule 7 or by anything in this Agreement.

8.6      TAX GROSS-UP

         (A)      All sums payable under this Agreement (including, for the
                  avoidance of doubt and without limitation the Tax Covenant and
                  including, for the avoidance of doubt and without limitation,
                  all sums paid by the Vendor, Brandbrew or the Guarantor under
                  this Agreement to any tax authority on behalf of the Purchaser
                  or the IP Purchaser) shall be paid free and clear of all
                  deductions or withholdings whatsoever save as may be required
                  by law.

         (B)      If the Vendor, Brandbrew or the Guarantor is required by law
                  to make any deductions or withholdings from any of the sums
                  payable as mentioned in sub-clause (A) above, then to the
                  extent that the deductions or withholdings are Grossed-Up
                  Withholdings, the payment in question shall be increased to
                  such sum as will, after the Grossed-Up Withholdings leave the
                  recipient with the same


                                       33
<PAGE>

                  amount as it would have been entitled to receive in the
                  absence of any such requirement to make such Grossed-Up
                  Withholdings.

         (C)      If the Vendor, Brandbrew or the Guarantor is required by law
                  to pay any additional amounts pursuant to sub-clause (B)
                  above, the recipient of such increased payment shall use all
                  reasonable efforts (at the direction and cost of the Vendor,
                  Brandbrew or the Guarantor as appropriate) to obtain
                  repayment, credit or relief for the tax withheld or deducted
                  (keeping the Vendor, Brandbrew or the Guarantor, as
                  applicable, fully informed). Upon obtaining any such
                  repayment, credit or relief the recipient shall refund to the
                  Vendor, Brandbrew or the Guarantor (as applicable) the amount
                  of repayment, credit or relief so obtained, up to the amount
                  by which the payment pursuant to this Agreement was increased
                  in respect of Grossed-Up Withholdings pursuant to sub-clause
                  (B) above.

         (D)      If any sum payable to the Purchaser and/or the IP Purchaser as
                  mentioned in sub-clause (A) above pursuant to the Warranties
                  or the Tax Covenant shall be subject to a tax liability, then
                  to the extent that such tax liability is a Grossed-Up Tax
                  Liability imposed upon the Purchaser or the IP Purchaser, as
                  applicable, (having made all reasonable efforts to minimise
                  such liability), the Vendor, Brandbrew or the Guarantor (as
                  applicable) shall be under the same obligation to make an
                  increased payment in relation to that Grossed-Up Tax Liability
                  as if that Grossed-Up Tax Liability were a Grossed-Up
                  Withholding required by law.

8.7      For the purpose of clause 8.6 above:

         (A)      "Grossed-Up Withholdings" means any deduction or withholding
                  required to be made pursuant to:

                  (1)      the laws in force from time to time in Luxembourg or
                           Belgium; or

                  (2)      any other law applicable, other than the law of the
                           United States of America, in respect of payments made
                           by one company resident for tax purposes in the
                           United Kingdom to another company resident for tax
                           purposes in the United Kingdom.

         (B)      "Grossed-Up Tax Liability" means any tax liability arising on
                  the receipt of a payment made to a company resident for tax
                  purposes in the United Kingdom (or to any tax authority on
                  behalf of such a company) either (i) by a company resident for
                  tax purposes in the United Kingdom; or (ii) by the Vendor or
                  the Guarantor, in each case other than:

                  (1)      any tax liability arising under the laws of the
                           United States of America; or

                  (2)      any tax liability arising in respect of interest.

8.8      CAFFREY'S CLAIMS

         The IP Purchaser shall, following completion of the transactions
         contemplated by the Caffrey's Assignment but subject to the other
         provisions of this Agreement, be entitled to bring a Relevant Claim
         against the Vendor in respect of a breach of any of the Caffrey's
         Warranties on the footing that an agreement for the assignment of the
         Caffrey's Rights had been made in this Agreement and in consideration
         of the amount of consideration set out in the Caffrey's Assignment.


                                       34
<PAGE>

9.       LIMITATIONS ON CLAIMS

9.1      The provisions of this clause 9 shall operate to limit or reduce the
         liability of the Vendor and Brandbrew in respect of claims under the
         Vendor Warranties and BBW under the BBW Warranties (other than the Tax
         Warranties), and in the case of the BBW Warranties subject to the
         provisions of clause 8.10 of the BBW BPA, (references to Relevant
         Claims in this clause 9 being construed accordingly). In this clause
         the "relevant Vendor" shall mean the Vendor, Brandbrew or BBW in
         respect of the Vendor Warranties other than in respect of Target IP,
         the Vendor Warranties in respect of Target IP and the BBW Warranties
         respectively.

9.2      TIME LIMITS

         The relevant Vendor shall not be liable for any Relevant Claim or a
         claim under the Tax Covenant or Tax Warranties unless it shall have
         received from the relevant Purchaser written notice containing
         reasonably full details of the Relevant Claim or a claim under the Tax
         Covenant or Tax Warranties, including the relevant Purchaser's estimate
         of the amount thereof:

         (A)      in the case of a Relevant Claim in respect of any of the
                  Vendor Warranties or the BBW Warranties (and for the avoidance
                  of doubt, other than the Tax Warranties and the Environment
                  Warranties) before 30 April 2004;

         (B)      in the case of an Environmental Claim, before the third
                  anniversary of the date of this Agreement;

         (C)      in the case of any claim pursuant to the Tax Warranties or the
                  Tax Covenant, on or before the date falling seven calendar
                  years after the Completion Date.

9.3      Any Relevant Claim shall (if it has not been previously satisfied,
         settled or withdrawn) be deemed to have been withdrawn unless legal
         proceedings in respect of it have been commenced by both being issued
         and served on the relevant Vendor within the later of:

         (A)      6 months of notification to the relevant Vendor pursuant to
                  clause 9.2; or

         (B)      6 months of the relevant Purchaser having taken all such steps
                  as are referred to in clause 9.11;

         or, in the case of a Relevant Claim which is contingent only or
         otherwise not capable of being quantified, within six (6) months of
         that Relevant Claim ceasing to be contingent or becoming capable of
         being quantified.

9.4      NOTICE OF RELEVANT CLAIM

         If the relevant Purchaser or any member of the Purchaser Group
         (including for this purpose any Group Company) becomes aware of any
         Relevant Claim, potential Relevant Claim or matter or event which the
         Purchaser believes reasonably likely to lead to a Relevant Claim being
         made (other than a relevant claim relating to tax, in respect of which
         paragraph 9 of the Tax Covenant applies), the relevant Purchaser shall
         procure that notice thereof is promptly given to the relevant Vendor.
         Failure by the Relevant Purchaser to comply with this clause 9.4 shall
         not prejudice in any way its rights to bring a Relevant Claim or
         operate to limit or reduce the amount of the liability of the Vendor or
         Brandbrew in respect of any such Relevant Claim.


                                       35
<PAGE>

9.5      CONDUCT OF PROCEEDINGS

         If the relevant Purchaser or any member of the Purchaser Group
         (including for the purpose of this clause any Group Company) becomes
         aware of any third party claim (which for the purposes of this clause 9
         shall mean a claim by any natural person, body corporate,
         unincorporated association, partnership, trust or government body and
         its agencies or regulatory authority or body not being a claim made by
         the relevant Purchaser or any member of the Purchaser Group), potential
         claim or event which the Purchaser believes reasonably likely to lead
         to a Relevant Claim (other than a relevant claim relating to tax, in
         respect of which paragraph 9 of the Tax Covenant applies), the relevant
         Purchaser shall keep the relevant Vendor informed of the status of the
         claim, potential claim or event and shall not make any admission of
         liability, agreement, offer to settle or compromise with any person,
         body or authority in relation thereto without prior consultation with
         and the prior agreement of the relevant Vendor which shall not be
         unreasonably withheld or delayed (taking into consideration, inter
         alia, whether or not to withhold such agreement would or would be
         reasonably likely to be materially prejudicial to the relevant Vendor
         (as the case may be) which for the avoidance of doubt shall include its
         business interests or customer relationships) and in the case of a
         third party claim shall take (or, as appropriate, co-operate to procure
         that any Group Company shall take) such action as the relevant Vendor
         may reasonably request to avoid, dispute, resist, appeal, compromise or
         defend the third party claim or any adjudication in respect thereof,
         but subject to the relevant Purchaser and any relevant Group Company
         being fully indemnified and secured to its reasonable satisfaction by
         the relevant Vendor against all reasonable Costs of so doing and
         provided that neither the relevant Purchaser nor any relevant Group
         Company need take any step reasonably likely to be prejudicial to its
         reasonable commercial interests.

9.6      DUTY TO MITIGATE

         For the avoidance of doubt, nothing in this clause 9 shall in any way
         restrict or limit the general obligation at law of each Purchaser or
         any Group Company to mitigate any loss or damage which it may suffer in
         consequence of any breach by the relevant Vendor of the terms of the
         Vendor Warranties or the BBW Warranties.

9.7      MINIMUM CLAIM

         Other than in relation to an Environmental Claim, the relevant Vendor
         shall have no liability in respect of any Relevant Claim unless the
         liability in respect of such claim (including Relevant Claims arising
         out of the same circumstances) exceeds L.500,000 in which case the
         relevant Vendor shall be liable (subject always to the other provisions
         of this clause 9) for the full amount thereof and not just the excess.
         For the avoidance of doubt, amounts for which the relevant Vendor has
         no liability or by which the relevant Vendor's liability is reduced, as
         a consequence of the operation of this clause 9 shall not be capable of
         constituting a Relevant Claim or increasing the amount thereof for the
         purpose of this clause 9. The limitations in this clause 9.7 shall not
         apply in the case of Relevant Claims in relation to the Vendor
         Warranties in paragraphs 2(B) and 2(C), 2(D), 4(A), 4(B) and 5(A) of
         schedule 7.

         The Vendor shall have no liability in respect of any Environmental
         Claim unless the liability in respect of such claim is Material for
         Environmental Claims (as defined in paragraph 23 of schedule 7) in
         which case the relevant Vendor shall be liable (subject always to the
         other provisions of this clause 9) for the full amount thereof and not
         just for the excess.


                                       36
<PAGE>

9.8      AGGREGATE MINIMUM CLAIM

         Other than in relation to an Environmental Claim, no liability shall
         attach to the relevant Vendor in respect of any Relevant Claim unless
         the aggregate amount of the liability of the Vendor, Brandbrew and BBW
         to the Purchasers in respect of all Relevant Claims (other than an
         Environmental Claim) shall exceed L.10,000,000, in which event the
         Vendor, Brandbrew and BBW shall be liable (subject always to the other
         provisions of this clause 9) for the entirety of such amount and not
         only for the excess over L.10,000,000. For the avoidance of doubt,
         but subject to the next sentence, amounts for which the relevant Vendor
         has no liability, or by which the relevant Vendor's liability is
         reduced, as a consequence of the operation of this clause 9 shall not
         be capable of being aggregated as a Relevant Claim or part thereof with
         other Relevant Claims for the purposes of this clause 9. For the
         purposes of this clause 9.8, in determining whether the aggregate
         amount of the liability of the Vendor, Brandbrew and BBW to the
         Purchasers exceeds L.10,000,000, a claim shall not be taken to not
         be a Relevant Claim by reason only of its being a claim in respect of
         which the Vendor, Brandbrew or BBW shall have ceased to have liability
         by virtue of clause 9.3. The limitations in this clause 9.8 shall not
         apply in the case of Relevant Claims in relation to the Vendor
         Warranties in paragraphs 2(B) and 2(C), 2(D), 4(A) and 4(B) and 5(A) of
         schedule 7.

         No liability shall attach to the Vendor in respect of any Environmental
         Claim unless the aggregate amount of the liability of the Vendor to the
         Purchasers in respect of all Environmental Claims shall exceed
         L.2,000,000, in which event the Vendor shall be liable (subject always
         to the other provisions of this clause 9) for the whole of such amount
         and not only for the excess over L.2,000,000.

9.9      TOTAL CLAIM

         (A)      The total aggregate liability of the Vendor, Brandbrew and BBW
                  in respect of all Relevant Claims shall not exceed the total
                  consideration payable pursuant to clause 2.4(A) in each case
                  as adjusted pursuant to this Agreement plus the consideration
                  payable pursuant to the BBW BPA and the Caffrey's Assignment.

         (B)      For the purposes of this clause 9.9, Relevant Claims shall
                  include claims for breach of warranty under any Ancillary
                  Agreement and any claim for a breach of Tax Warranty or under
                  the Tax Covenant other than claims pursuant to paragraph 12.8
                  of the Tax Covenant. The liability of any member of the
                  Interbrew Retained Group thereunder shall be aggregated with
                  the liability of the Vendor (thereunder or hereunder) for
                  purposes of determining whether a threshold under clause
                  9.9(A) has been reached.

9.10     CALCULATING LIABILITY

         The relevant Vendor shall not be liable for any Relevant Claim in
         respect of any matter to the extent that:

         (A)      allowance, provision or reserve has been made for such matters
                  in the Completion Working Capital Statement or to the extent
                  that payment or discharge of the relevant matter has been
                  taken into account therein; or

         (B)      such Relevant Claim arises, or such Relevant Claim otherwise
                  having arisen is increased, as a result of any change made
                  after Completion (other than as required by law or to conform
                  to UK GAAP) in any accounting or taxation policies or practice


                                       37
<PAGE>

                  of any Group Company, either Purchaser or any other member of
                  the Purchaser Group.

9.11     RECOVERY

         Where a Group Company or a Purchaser is entitled (whether by reason of
         insurance, payment discount or otherwise) to recover from some other
         person any sum in respect of any liability, loss or damage giving rise
         to a Relevant Claim or for which a Relevant Claim could be made (and
         whether before or after the relevant Vendor has made payment hereunder)
         (other than a relevant claim relating to tax, in respect of which
         paragraph 11 of the Tax Covenant applies), the relevant Purchaser shall
         promptly notify the relevant Vendor and provide such information as the
         relevant Vendor may reasonably require relating to such liability and
         the steps taken or to be taken by the relevant Purchaser or Group
         Company in connection with it. Upon the Purchaser and each Group
         Company being indemnified to the Purchaser's reasonable satisfaction in
         respect of the subject matter of the Claim and the action to be taken
         against such other person, if so required by the relevant Vendor and at
         the relevant Vendor's cost and expense and on the relevant Vendor
         providing indemnities in respect of all reasonable costs incurred, the
         relevant Purchaser shall, and shall procure that any Group Company
         shall, before or at the same time as seeking to recover any amount from
         the Vendor under this Agreement, take reasonable steps including by way
         of a claim against its insurers or otherwise where any member of the
         Interbrew Group has a claim in respect of the same subject matter under
         the Bass SPA including, but without limitation, proceedings as the
         relevant Vendor may reasonably require to enforce such recovery (where
         any member of the Interbrew Group has a claim in respect of the same
         subject matter under the Bass SPA) and shall keep the relevant Vendor
         informed of the progress of any action taken and any claim against the
         relevant Vendor shall be limited (in addition to the limitations on the
         liability of the relevant Vendor referred to in this clause) to the
         amount by which the loss or damage suffered by the relevant Purchaser
         as a result of such breach shall exceed the amount so recovered net of
         all costs of recovery. Nothing in this clause 9.11 shall require the
         Purchaser or any member of the Purchaser Group to take any step which
         in the Purchaser's opinion is reasonably likely to be prejudicial to
         its commercial interests.

9.12     If the relevant Vendor pays to a Purchaser an amount in discharge of a
         Relevant Claim and the relevant Purchaser or any Group Company or any
         other member of the Purchaser Group subsequently recovers from a third
         party (including any tax authority) a sum which would not have been
         received but for the circumstance giving rise to the Relevant Claim,
         the relevant Purchaser shall (or, as appropriate, shall procure that
         such Group Company shall) immediately repay to the relevant Vendor:

         (A)      an amount equal to the sum recovered from the third party less
                  any reasonable Costs and expenses incurred by the relevant
                  Purchaser or the Group Company in recovering the same and less
                  any tax actually charged on the proceeds of claim; or

         (B)      if the figure resulting under paragraph (A) above is greater
                  than the amount paid by the relevant Vendor to the relevant
                  Purchaser in respect of such Relevant Claim, such lesser
                  amount as shall have been so paid by the relevant Vendor.

9.13     PROPERTY SEARCHES

         With the exception of any property searches provided by the Vendor to
         the Purchaser at the date hereof the Vendor agrees that if the results
         of any other property searches carried out in respect of the Properties
         disclose materially adverse matters which would (but for the deemed
         disclosure of information standing to be revealed by searches as
         referred to in


                                       38
<PAGE>

         the Disclosure Letter) have led to a successful claim by the Purchaser
         for breach of any of the property warranties as set out in clause 21 of
         schedule 7 then the Vendor will, notwithstanding the existence of such
         deemed disclosure and the resulting inability of the Purchaser to make
         a warranty claim, pay to the Purchaser fifty per cent of the amount it
         would have had to have paid had the Purchaser made a successful
         warranty claim. For the avoidance of doubt all other provisions in this
         Agreement relating to warranty claims shall apply mutatis mutandis to
         this clause 9.13 with the exception that the relevant time limit for
         the purposes of clause 9.2(A) will be 30 April 2002.

9.14     CONTINGENT LIABILITIES

         If any Relevant Claim shall arise by reason of some liability which at
         the time that the Relevant Claim is notified to the relevant Vendor is
         contingent only, the relevant Vendor shall not be under any obligation
         to make any payment to the relevant Purchaser thereunder until such
         time as such contingent liability ceases to be so contingent.

9.15     CO-OPERATION

         Upon any Relevant Claim being made, the relevant Purchaser shall, and
         shall co-operate to procure that each Group Company shall, at the
         relevant Vendor's cost, make available to accountants and others
         appointed by the relevant Vendor such relevant records and information
         as the relevant Vendor reasonably requests in connection with such
         Relevant Claim. In addition, the relevant Purchaser shall (where any
         member of the Interbrew Group has a claim in respect of the same
         subject matter under the Bass SPA), and shall co-operate to procure
         that each Group Company shall, use reasonable endeavours to procure
         that the auditors (both past and then current) of the Group make
         available, or offer to make available (subject to customary conditions)
         to the relevant Vendor and to accountants and others appointed by the
         Vendor, their audit working papers in respect of the audit of any Group
         Company's accounts for any relevant accounting period in connection
         with the Relevant Claim. Such access shall be required only at
         reasonable times and on reasonable notice.

9.16     CHANGES IN LEGISLATION ETC.

         The relevant Vendor shall not be liable in respect of any Relevant
         Claim to the extent that such Relevant Claim is attributable to, or
         such Relevant Claim otherwise having arisen, is increased as a result
         of, any legislation not in force at the date hereof, or any change of
         law or regulation which takes effect retroactively.

9.17     ACTION BY PURCHASERS ONLY

         The Vendor Warranties, the BBW Warranties and the Tax Covenant shall be
         actionable only by the relevant Purchaser (or its successors or
         permitted assigns) in whose favour either the Vendor Warranties (or
         part of them), the BBW Warranties or the Tax Covenant are given and no
         other person shall be entitled to make any claim or take any action
         whatsoever against the relevant Vendor under or arising out of or in
         connection with this Agreement except as provided for in clause 16.

9.18     REMEDY BY THE VENDOR

         A breach of the Vendor Warranties and the BBW Warranties which is
         capable of remedy shall not entitle the relevant Purchaser to
         compensation unless the relevant Vendor is given written notice of such
         breach and such breach is not remedied within 30 days after the date on
         which such notice is served on the Vendor.


                                       39
<PAGE>

9.19     NO DOUBLE RECOVERY

         The Purchasers hereby agree for themselves and on behalf of each Group
         Company with the relevant Vendor that in respect of any Relevant Claim
         where the relevant Vendor may be liable to a Purchaser under any of the
         Vendor Warranties or any of the BBW Warranties and which may also give
         rise to a liability under another Vendor Warranty, BBW Warranty or
         under the Tax Covenant or under any other indemnity given by the Vendor
         including any liability of any member of the Interbrew Retained Group
         under any of the TCB Transaction Documents, the relevant Vendor shall
         not be obliged to meet any such liability more than once.

9.20     The sole remedy against the relevant Vendor for any breach of any of
         the Vendor Warranties or the BBW Warranties shall be an action for
         damages and for a claim under the Tax Covenant shall be a claim for
         payment under the Tax Covenant and the Purchasers shall not be entitled
         to rescind this Agreement by reason of any Relevant Claim, any claim
         under the Tax Covenant or other breach of this Agreement.

9.21     The relevant Vendor agrees to waive the benefit of all rights (if any)
         which it may have against any Group Company, or any present or former
         officer or employee of any Group Company (including those listed in
         schedule 11) on whom the relevant Vendor may have relied in agreeing to
         any term of this Agreement, the Ancillary Agreements or any statement
         set out in the Disclosure Letter and the relevant Vendor undertakes not
         to make any claim against such person in respect of such reliance save
         in the case of fraud or deliberate and wilful concealment.

9.22     The Purchasers agree to waive the benefit of all rights (if any) which
         any of them may have against any present or former officer or employee
         of any Group Company (including those listed in schedule 11) on whom
         either the relevant Vendor or the Purchasers may have relied in
         agreeing to any term of this Agreement, the Ancillary Agreements or any
         statement set out in the Disclosure Letter and the Purchasers undertake
         not to make any claim against such person in respect of such reliance
         save in the case of fraud or deliberate and wilful concealment.

9.23     The only Vendor Warranties which shall apply in respect of land and
         buildings are the warranties set out in paragraphs 4(D), 5, 18 and 21
         of schedule 7 and the only Vendor Warranties which shall apply in
         respect of environmental matters are those warranties set out in
         paragraph 23 of schedule 7.

9.24     The only Vendor Warranties which shall apply in respect of Intellectual
         Property, confidential information and the IT Systems are the
         warranties set out in paragraphs 3(D), 3(E), 5, 6, 7, 8, 9, 10, 11, 12
         (other than in respect of Intellectual Property and/or software and
         excluding 12.3(G), 15 (provided in respect of information technology
         that Warranty 15(B) shall only apply in respect of material
         agreements), 17(D) - 17(H), 22 and 24.

9.25     The only Vendor Warranties which shall apply in relation to any tax
         matter are the Tax Warranties and the warranty set out in paragraph
         4(D) of schedule 7. The provisions of paragraph 3.1 of the Tax Covenant
         shall operate to reduce or limit the liability of the Vendor in respect
         of claims under the Tax Warranties as well as claims under the Tax
         Covenant.

10.      PURCHASERS' WARRANTIES

10.1     The Purchaser Guarantor and the Purchasers represent and warrant to the
         Vendor in the terms of the Purchasers' Warranties.


                                       40
<PAGE>

10.2     The Purchasers acknowledge that the Vendor has entered into this
         Agreement in reliance on the Purchasers' Warranties.

11.      VENDOR INDEMNITIES

11.1     The Purchasers acknowledge that prior to 15 March 1996 BHL conducted
         the Taverns Business and that such business has been transferred to
         Bass Taverns pursuant to:

         (A)      a Hivedown Agreement dated 15 March 1996 and made between BHL
                  and Bass Taverns;

         (B)      a Hivedown Agreement dated 15 March 1996 and made between BHL
                  and The Bass Lease Company Limited;

         (C)      the Property Agreements; and

         (D)      all other ancillary agreements referred to in the Data Room
                  Index and disclosed in the Data Rooms at reference D.1.1.3
                  Bass Taverns Hive-Down and D.1.1.4 The Bass Lease Company
                  Hive-Down;

         referred to together in this clause as the "Hivedown Agreements". The
         Purchasers also acknowledge that BHL has conducted other businesses not
         related to the current business of the other Group Companies.

11.2     Subject to clause 11.3 below, the Vendor undertakes to the Purchaser to
         pay to the Purchaser an amount equal to the net Costs (after taking
         account of any tax reliefs available to the Group Companies in respect
         of those Costs) to the Group Companies relating to the following
         amounts:

         (A)      losses (other than in relation to tax) arising out of or in
                  connection with any liabilities of BHL in relation to the
                  Taverns Business (including for the avoidance of doubt arising
                  in respect of the Enterprise Pubs otherwise than pursuant to
                  the Enterprise Operating Agreement) not transferred to or
                  assumed by Bass Taverns under the Hivedown Agreements and not
                  otherwise indemnified by a Bass Retained Group Company under
                  the Hivedown Agreements;

         (B)      losses (other than in relation to tax) arising out of or in
                  connection with any liabilities of BHL in relation to any
                  other business carried on as at 22 August 2000 directly by BHL
                  (other than the businesses carried on as at 22 August 2000 by
                  other Group Companies, the Joint Venture Companies and the
                  holding of shares in the Group Companies but including for the
                  avoidance of doubt matters arising in respect of the
                  properties which are the subject matter of the agreements
                  referred to in paragraph 21.13 of the Disclosure Letter)
                  and/or either of the leases currently vested in BHL relating
                  to Unit 2 Templegate house, High St Orpington and Unit 2
                  Bittern Place Wood Greet London N22, and not otherwise
                  indemnified by a Bass Retained Group company;

         (C)      losses, costs, damages, claims, expenses or demands (in each
                  case other than in respect of tax) suffered or incurred by BHL
                  in connection with or arising from the Deed of Covenant and
                  the Agreement for Sale (as defined in schedule 16) or the
                  properties which are the subject matter thereof and not
                  otherwise indemnified by a Bass Retained Group company; and


                                       41
<PAGE>

         (D)      any monies owing under and/or any losses, costs, damages,
                  claims, expenses or demands, in each case, other than in
                  respect of tax, suffered or incurred by any Group Company:

                  (1)      in connection with or arising from (a) the charges by
                           BHL in favour of Guardian Assurance Company Ltd
                           created on 08 January 1958 and 21 April 1959
                           respectively and registered on 17 November 1971 and
                           (b) the charge in favour of The Legal and General
                           Assurance Society Ltd created on 18 March 1958 and
                           registered on 15 February 1973;

                  (2)      in connection with the charge by Bass Maltings
                           Limited registered on 27 October 1936;

                  (3)      in connection with (a) the charge by Hof Inns Limited
                           in favour of National Westminster Bank pIc created on
                           11 July 1985 and registered on 31 July 1985 and (b)
                           the charge in favour of Bass Wales and West Limited
                           created on 27 July 1989 and registered on 03 August
                           1989; and

                  (4)      in connection with charges by Standard Taverns
                           Limited dated 16 December 1992, 18 December 1992, 14
                           January 1993, 18 October 1993, 09 November 1993, and
                           26 January 1994; and

         (E)      all claims, costs (including, without limitation, legal costs
                  and other advisers' fees), damages, expenses, losses and
                  liabilities incurred by the Purchaser or a member of the Group
                  as a result of a claim:

                  (1)      by a third party that a member of the Group has
                           infringed (or is infringing), or has breached (or is
                           breaching) the terms of any licence of, any
                           Intellectual Property relating to the IT Systems or
                           data held thereon;

                  (2)      by a third party because of the separation,
                           re-organisation, transfer, publication, alteration or
                           change of use of any information technology
                           (including without limitation, software, networks,
                           hardware, peripherals and associated documentation),
                           or data held thereon, pursuant to the TCB
                           Reorganisation.

         (F)      all costs (including, without limitation, legal costs and
                  other advisers' fees), damages, expenses, losses and
                  liabilities incurred by the Purchaser or a member of the Group
                  prior to the expiry of one year from Completion as a result of
                  any claims:

                  (1)      by Merton & Merton against any member of the Group
                           that the multiple dispense unit developed by any
                           member of the Group to allow beverage to be dispensed
                           into more than one glass rapidly (or any part of it)
                           infringes the Intellectual Property of Merton &
                           Merton, up to a maximum aggregate sum of
                           L.200,000;

                  (2)      by Filtrox Maschinenbau AG ("Filtrox") against any
                           member of the Group that the filter candles supplied
                           to the Group prior to Completion by Seitz Schenk
                           Filtersystems GmbH infringe the Intellectual Property
                           of Filtrox, up to a maximum aggregate sum of
                           L.200,000;

                  (3)      by Continental Can Company Limited ("Continental")
                           against any member of the Group that the sharing
                           prior to Completion by any member of the Group


                                       42
<PAGE>

                           of information relating to widget technology with
                           Britvic Soft Drinks Limited breached the licence of
                           07 April 1997 between BBL and Continental, up to a
                           maximum aggregate sum of L.1,000,000

                  including in each case (but without prejudice to the relevant
                  maximum aggregate sum) any costs, damages or account of
                  profits awarded against any member of the Group as the result
                  of any related legal proceedings which are commenced prior to
                  the expiry of one year from Completion.

         (G)      all costs (including, without limitation, legal costs and
                  other advisers' fees), damages, expenses, losses and
                  liabilities incurred by the Purchaser or a member of the Group
                  prior to the expiry of two years from Completion as a result
                  of any claims by the owner or exclusive licensee (other than
                  any member of the Purchaser's Group) of any patent listed in
                  the reports disclosed in the Data Room with Data Room Index
                  reference G.4.2 or the letter sent by Eventemp Limited to BBL
                  disclosed in the Data Room with Data Room Index reference
                  O.1.3A (the "Listed Patents") against any member of the Group
                  that the ARC dispense system (or any part of it) infringes any
                  of the Listed Patents, up to a maximum aggregate sum of
                  L.2,000,000 including (but without prejudice to the maximum
                  aggregate sum) any costs, damages or account of profits
                  awarded against any member of the Group as the result of any
                  related legal proceedings which are commenced prior to the
                  expiry of two years from Completion.

         (H)      the value of any German trade mark registrations for the
                  Carling brand sold to the Purchaser's Group under this
                  Agreement or which are owned by a member of the Group and, in
                  either case, which are revoked by any competent legal
                  authority due to the existence of the conflicting trade mark
                  registration nos. 643410 CARLING, 641993 CARLING BLACK LABEL,
                  and 638285 CB Carling Black Label (device) where such
                  revocation is the conclusion of any legal proceedings
                  commenced at any time prior to the expiry of one year from
                  Completion, up to a maximum aggregate sum of L.500,000.

11.3     For the purposes of clause 11.2 "Taverns Business" means the business
         of the operation and management of licensed and unlicensed outlets
         including without limitation hotels, public houses, cafeterias and
         restaurants as carried on by Six Continents PLC and its Subsidiaries
         under the names of Bass Leisure Retail, Bass Taverns, Six Continents
         Retail and Six Continents Taverns.

11.4     TCB INDEMNITY

         The Vendor undertakes to the Purchaser to pay to the Purchaser an
         amount equal to the net costs (after taking account of any tax reliefs
         available to the Group Companies in respect of these costs) relating to
         losses (other than in relation to tax), costs, damages or expenses
         arising out of or in connection with any liabilities suffered or
         incurred by BHL or any Group Company in relation to any claims or
         demands made by any Unconnected Third Party in respect of the Business
         Assets as defined in the TCB BPA or in respect of any assets owned by
         Bass Ireland Limited. For the avoidance of doubt, this indemnity shall
         not apply in respect of any matter for which an indemnity is provided
         in the TCB BPA or any of the TCB Transaction Documents or any matter
         for which provision is made in the Statutory Accounts, the BHL
         Accounts, the Completion Accounts or to the extent that the amount
         would have been recoverable from insurers if the policies of insurance
         (including those insurance policies with companies within the Interbrew
         Retained Group) effected by or for the benefit of the Group Companies
         or TCB were maintained on no less favourable terms as those existing at
         the date hereof.


                                       43
<PAGE>

11.5     THIRD PARTY BORROWINGS

         The Vendor hereby indemnifies the Purchaser and each Group Company
         against any costs, claims, demands, expenses, liabilities and losses
         (in each case other than in respect of tax) suffered or incurred by any
         such person by reason of or in connection with any (A) Third Party
         Borrowings and (B) the payment at any time to any employee, officer or
         consultant of any Group Company of any benefit for which a promise to
         pay has been made before Completion (including, without limitation, any
         benefits payable under the PSEV scheme) related to the execution of
         this Agreement or Completion (and including any such payment designed
         to retain the services of such persons until or after the occurrence of
         any of the foregoing), but for the avoidance of doubt excluding the
         benefits for Stuart Newland, described at H.1.1.4 of the Data Room.

11.6     If the Purchaser or any member of the Group (including for this purpose
         any Group Company) becomes aware of any third party claim (which for
         the purposes of this clause 11 shall mean a claim by any natural
         person, body corporate, unincorporated association, partnership, trust
         or government body and its agencies or regulatory authority or body not
         being a claim made by the Purchaser nor any member of the Purchaser
         Group), potential claim or event which might reasonably be expected to
         lead to a claim under any of the indemnities in this clause 11, the
         Purchaser shall forthwith notify the Vendor thereof and shall not enter
         into any correspondence, discussions or negotiations with, or make any
         admission of liability, agreement, offer to settle or compromise with
         any person, body or authority in relation thereto without prior
         consultation with and the prior agreement (not to be unreasonably
         withheld or delayed) of the Vendor and shall take (or, as appropriate,
         co-operate to procure that any Group Company shall take) such action as
         the Vendor may reasonably request to avoid, dispute, resist, appeal,
         compromise or defend the third party claim or any adjudication in
         respect thereof, but subject to the Purchaser and any relevant Group
         Company being fully indemnified and secured to its reasonable
         satisfaction by the Vendor against all reasonable Costs and expenses
         incurred by the Purchaser or any Group Company consequently arising.
         The action which the Vendor may reasonably request under this clause 11
         shall include (without limitation) (in each case on the costs and
         expenses basis referred to in the preceding sentence):

         (A)      the Purchaser allowing, or, as appropriate, co-operating to
                  procure that any Group Company allows the Vendor or its
                  nominee to take on or take over at any time (on the costs and
                  expenses basis referred to in the preceding sentence) the
                  conduct of all proceedings and/or negotiations of whatsoever
                  nature arising in connection with the third party claim;
                  and/or (at the Vendor's discretion);

         (B)      the Purchaser assigning or procuring the assignment in each
                  case to the extent Purchaser is able to the Vendor (or as the
                  Vendor may direct) of any rights of action which the
                  Purchaser, any Group Company or any other company in the
                  Purchaser Group may have against any third party solely in
                  respect of the third party claim;

         (C)      the Purchaser giving the Vendor or its nominee and its
                  advisers or its nominee's advisers reasonable access to the
                  premises and personnel of the relevant Group Company or
                  company in the Purchaser Group to enable the Vendor or its
                  nominee and its advisers to investigate the third party claim
                  and/or conduct proceedings and/or negotiations of whatsoever
                  nature arising in connection with the third party claims;
                  and/or

         (D)      in relation to any liability attaching to or arising out of or
                  in connection with any interest or estate in land or buildings
                  (the "Subject Property") which expression


                                       44
<PAGE>

                  shall include where appropriate any overriding lease granted
                  pursuant to section 19 of the Landlord & Tenant (Covenants)
                  Act 1995, which the Purchaser shall, if so requested, (subject
                  to the acts or omissions of any third party which is not a
                  Group Company) procure the grant of, the Purchaser assigning
                  or transferring or procuring (subject as aforesaid) the
                  assignment or transfer (as the case may be) to the Vendor (or
                  as the Vendor may direct) of the Subject Property or any part
                  thereof for nominal consideration, on the same terms (in
                  relation to the transfer of any legal estate) as those set out
                  in the Taverns Agreement (mutatis mutandis) and otherwise on
                  terms which are reasonable in all the circumstances;

         (E)      any actions reasonably required by the Vendor to allow the
                  Vendor or any Interbrew Retained Group Company to comply with
                  its obligations under the Bass SPA.

         in each case subject to the proviso that the Purchaser shall not be
         required to take any step likely to be prejudicial to its commercial
         interests.

11.7     If the Vendor or its nominee takes on or takes over the conduct of
         proceedings and/or negotiations the Purchaser shall, on the basis that
         the Vendor shall fully indemnify the Purchasers and the relevant Group
         Company or company in the Purchaser Group against all reasonable Costs
         incurred by the Purchaser or any Group Company or company in the
         Purchaser Group consequently arising, provide (or, as appropriate,
         co-operate to procure that such Group Company or company in the
         Purchaser Group provides) such information and assistance as the Vendor
         may reasonably require in connection with the preparation for and
         conduct of such proceedings and/ or negotiations.

11.8     The Purchaser agrees that it shall not seek to make any claim in
         relation to the subject matter of the indemnity in this clause 11 under
         any other provision of this Agreement, including the Vendor Warranties
         whether or not any such matter shall have been disclosed to it in the
         Disclosure Letter or otherwise, save that this clause 11 shall not
         prejudice the Purchasers' right to seek recovery under the Tax Covenant
         or the Tax Warranties.

11.9     The Vendor shall indemnify the Purchaser against all Costs (other than
         in respect of tax) arising from any leasehold property which a Group
         Company has assigned or otherwise disposed of or no longer occupies or
         uses or in relation to which a Group Company has provided a guarantee.

11.10    The Vendor covenants with the Purchaser (in each case acting for itself
         and as agent and/or trustee for each Group Company), to pay to the
         Purchaser (so far as possible by way of reduction of the consideration
         pursuant to this Agreement, as provided in clause 2.7) an amount equal
         to any liability, loss, damage, cost, claim or expense incurred in
         connection with the employment and the termination of employment of
         Iain Napier excluding any liabilities in relation to Retirement
         Benefits (as defined in paragraph 20(A) of schedule 7 of this
         Agreement).

12.      PARENT COMPANY GUARANTEES

12.1     GUARANTEE OF THE VENDOR'S OBLIGATIONS

         In consideration of the Purchasers entering into this Agreement, the
         Guarantor (as principal obligor and not merely as surety)
         unconditionally and irrevocably guarantees to the Purchasers as a
         continuing obligation the proper and punctual performance by the Vendor
         and Brandbrew of all their respective obligations under or pursuant to
         this Agreement and all the Ancillary Agreements.


                                       45
<PAGE>

12.2     The Guarantor's liability under this Agreement pursuant to clause 12.1
         shall not be discharged or impaired by:

         (A)      any amendment to or variation of this Agreement or any of the
                  Ancillary Agreements, or any waiver of or departure from their
                  terms, or any assignment of them, or any part of them, or any
                  document entered into under this Agreement;

         (B)      any release of, or granting of time or other indulgence to the
                  Guarantor, the Vendor or Brandbrew or any third party, or the
                  existence or validity of any other security taken by the
                  Purchasers in relation to this Agreement or any of the
                  Ancillary Agreements or any enforcement of or failure to
                  enforce or the release of any such security;

         (C)      any winding up, dissolution, reconstruction, arrangement or
                  reorganisation, legal limitation, incapacity or lack of
                  corporate power or authority or other circumstances of, or any
                  change in the constitution or corporate identity of or loss of
                  corporate identity by the Vendor and/or Brandbrew and/or any
                  other person (or any act taken by the Purchaser Guarantor in
                  relation to any such event); or

         (D)      any other act, event, neglect or omission whatsoever (whether
                  or not known to either the Vendor, the Purchasers or the
                  Guarantor) which would or might (but for this clause) operate
                  to impair or discharge the Guarantor's liability under this
                  clause or any obligation of the Vendor and/or Brandbrew or to
                  afford the Guarantor and/or the Vendor and/or Brandbrew any
                  legal or equitable defence.

12.3     As a separate, additional continuing and primary obligation, the
         Guarantor, in consideration of the Purchasers entering into this
         Agreement, undertakes to pay to the relevant Purchasers on demand any
         and all reasonable Costs suffered or incurred by the relevant
         Purchasers as a result of either the Vendor's or Brandbrew's failure to
         observe and perform properly and punctually all their respective
         obligations under this Agreement or any of the Ancillary Agreements
         (including, without limitation, by reason of the obligations of the
         Vendor and/or Brandbrew being or becoming void, unenforceable or
         otherwise invalid under any applicable law).

12.4     The Guarantor undertakes to (and undertakes to procure that Brandbrew
         and any other relevant member of the Retained Interbrew Group shall)
         execute such further documents and do such further acts as may be
         required by law or as the relevant Purchasers may reasonably request
         from time to time by way of further assurance of the Target IP and
         Target Domain Names.

12.5     GUARANTEES OF THE PURCHASERS' OBLIGATIONS

         The Purchaser Guarantor (as principal obligor and not merely as a
         surety) unconditionally and irrevocably guarantees to the Vendor as a
         continuing obligation the proper and punctual performance by the
         Purchaser, Trushelfco (No 2855) Limited and the IP Purchaser of all
         their respective obligations under or pursuant to this Agreement and
         all the Ancillary Agreements.

12.6     The Purchaser Guarantor's liability pursuant to clause 12.5 shall not
         be discharged or impaired by:

         (A)      any amendment to or variation of this Agreement or any of the
                  Ancillary Agreements, or any waiver of or departure from their
                  terms, or any assignment of them, or any part of them, or any
                  document entered into under this Agreement;


                                       46
<PAGE>

         (B)      any release of, or granting of time or other indulgence to, a
                  Purchaser, Purchaser Guarantor or any third party, or the
                  existence or validity of any other security taken by the
                  Purchasers in relation to this Agreement or any of the
                  Ancillary Agreements or any enforcement of or failure to
                  enforce or the release of any such security;

         (C)      any winding up, dissolution, reconstruction, arrangement or
                  reorganisation, legal limitation, incapacity or lack of
                  corporate power or authority or other circumstances of, or any
                  change in the constitution or corporate identity of or loss of
                  corporate identity by the Purchaser and/or the IP Purchaser or
                  any other person (or any act taken by the Purchaser Guarantor
                  or a Purchaser in relation to any such event); or

         (D)      any other act, event, neglect or omission whatsoever (whether
                  or not known to a Purchaser or the Purchaser Guarantor) which
                  would or might (but for this clause) operate to impair or
                  discharge the Purchaser Guarantor's liability under this
                  clause 12 or any obligation of a Purchaser or to afford the
                  Purchaser Guarantor or a Purchaser any legal or equitable
                  defence.

13.      REORGANISATION AGREEMENTS GUARANTEE

13.1     The Purchasers (as principal obligors and not merely as a surety)
         unconditionally and irrevocably guarantee to the Vendor and any
         Interbrew Retained Group Company which is a party to the TCB BPA or the
         TCB Transaction Documents as a continuing obligation the due and
         punctual performance after Completion by each Group Company which is a
         party to the TCB BPA or the TCB Transaction Documents (which for the
         purpose of this clause 13 shall include any assignee of such Group
         Company) of all their respective obligations under or pursuant to the
         TCB BPA or the TCB Transaction Documents (including any documents of
         transfer) and shall from time to time on demand pay to the Vendor or
         such Interbrew Retained Group Company any reasonable Costs suffered or
         incurred by the Vendor or any Interbrew Retained Group Company arising
         from or in connection with any such Group Company's failure to observe
         and perform properly and punctually all its obligations under or
         pursuant to the TCB BPA or the TCB Transaction Documents, or any other
         agreement entered into pursuant to or in connection with the TCB BPA or
         the TCB Transaction Documents.

13.2     The Purchasers undertake with the Guarantor that they shall not, and
         shall procure that after Completion no Group Company or any member of
         the Purchaser Group shall, seek to set aside, or in any way have
         invalidated or have declared void or voidable any of the transactions
         undertaken prior to Completion as part of the TCB Reorganisation. The
         Purchasers undertake with the Guarantor that they shall indemnify and
         hold harmless the Vendor and each other Interbrew Retained Group
         Company for any reasonable Costs incurred arising out of them or any
         Group Company or any member of the Purchaser Group or any liquidator,
         receiver, administrator or administrative receiver or creditor of any
         Group Company or any member of the Purchaser Group seeking to set aside
         or in any way have invalidated or have declared void or voidable any of
         such transactions or seeking any order as is referred to in section 241
         of the Insolvency Act 1986 at the date hereof, or any order restoring
         the position to what it would have been if the transactions had not
         been entered into.

13.3     The Guarantor (as principal obligor and not merely as a surety)
         unconditionally and irrevocably guarantees to the Purchasers and the
         Purchaser Group (including any Group Company) as a continuing
         obligation the due and punctual performance by each Interbrew Retained
         Group Company which is a party to the TCB BPA or the TCB Transaction
         Documents (which for the purpose of this clause 13 shall include any
         assignee of such Interbrew Retained Group Company) of all their
         respective obligations under or pursuant


                                       47
<PAGE>

         to the TCB BPA or the TCB Transaction Documents (including any
         documents of transfer) and shall from time to time on demand pay to the
         Purchasers or such Group Company any reasonable Costs suffered or
         incurred by the Purchaser or any Group Company arising from or in
         connection with any such Interbrew Retained Group Company's failure to
         observe and perform properly and punctually all of its obligations
         under or pursuant to the TCB BPA or the TCB Transaction Documents or
         any other agreement entered into pursuant to or in connection with the
         TCB BPA or the TCB Transaction Documents.

13.4     The Guarantor undertakes with the Purchasers and the Purchaser Group
         (including any Group Company) that it shall not, and shall procure that
         no Interbrew Retained Group Company shall, seek to set aside or in any
         way have invalidated or have declared void or voidable any of the
         transactions undertaken prior to Completion as part of the TCB
         Reorganisation. The Guarantor undertakes with the Purchasers that it
         shall indemnify and hold harmless the Purchasers and each Group Company
         for any reasonable Costs incurred arising out of it or any Interbrew
         Retained Group Company or any liquidator, receiver, administrator or
         administrative receiver or creditor of it or any Interbrew Retained
         Group Company seeking to set aside or in any way have invalidated or
         have declared void or voidable any of such transactions or seeking any
         order as is referred to in section 241 of the Insolvency Act 1986 or
         any order restoring the position to what it would have been if the
         transactions had not been entered into.

13.5     If an obligation of any Group Company which is a party to the TCB BPA
         or the TCB Transaction Documents or of any Interbrew Retained Group
         Company which is a party to the TCB BPA or the TCB Transaction
         Documents is void, voidable or unenforceable for any reason, the
         Purchasers' and the Guarantor's obligations under this clause are
         unaffected and the Purchasers shall perform such Group Company's
         obligations and the Guarantor shall perform such Interbrew Retained
         Group Companies' obligations as if they were primarily liable for such
         performance.

13.6     The Vendor undertakes to the Purchaser to indemnify the Purchaser in
         respect of all Costs other than in respect of tax suffered or incurred
         by the Purchaser or any member of the Purchaser Group (including after
         Completion the Group) in connection with, or arising out of, any claims
         or demands made by any person (including members of the Interbrew
         Retained Group) in respect of title to, or freedom from Encumbrances
         of, any asset transferred by any Group Company pursuant to the TCB BPA
         or the TCB Transaction Documents and/or any representation or warranty
         provided by any Group Company in the TCB BPA or the TCB Transaction
         Documents.

13.7     The Purchasers' and the Guarantor's obligations under this clause are
         continuing obligations and shall not be discharged or impaired by:

         (A)      any amendment to or variation of this Agreement or the TCB
                  Transaction Documents, or any waiver of or departure from
                  their respective terms, or any assignment of them or any part
                  of them, or any other document entered into under this
                  Agreement, the TCB BPA or under the TCB Transaction Documents;

         (B)      any release of, or granting of time or other indulgence to,
                  the Guarantor, the Purchasers, or any member of the Interbrew
                  Retained Group or the Purchaser Group or any third party, or
                  the existence or validity of any other security taken by any
                  member of the Interbrew Retained Group or the Purchaser Group
                  (including the Group) in relation to this Agreement, the TCB
                  BPA or the TCB Transaction Documents or any enforcement of or
                  failure to enforce or the release of any such security;


                                       48
<PAGE>

         (C)      any winding up, dissolution, reconstruction, arrangement or
                  reorganisation, legal limitation, incapacity or lack of
                  corporate power or authority or other circumstances of, or any
                  change in the constitution or corporate identity or loss of
                  corporate identity by, the Guarantor, the Purchasers or any
                  other person (or any act taken by the Guarantor or the
                  Purchasers in relation to any such event); or

         (D)      any other act, event, neglect or omission whatsoever (whether
                  or not known to either of the Vendor, the Purchasers or the
                  Guarantor) which would or might (but for this clause) operate
                  to impair or discharge the Guarantor's or the Purchasers'
                  liability under this clause or any obligation of the Guarantor
                  or the Purchasers or to afford the Guarantor or the Purchasers
                  any legal or equitable defence.

13.8     The Purchasers hereby waive any rights which they may have to claim
         that the Guarantor or any Interbrew Retained Group Company which is a
         party to the TCB BPA or the TCB Transaction Documents pursue or exhaust
         its remedies against any Group Company which is a party to the TCB BPA
         or the TCB Transaction Documents before proceeding against the
         Purchasers under this clause 13.

13.9     The Guarantor hereby waives any rights which it may have to claim that
         the Purchasers or any Group Company which is a party to the TCB BPA or
         the TCB Transaction Documents pursue or exhaust its remedies against
         any Interbrew Retained Group Company which is a party to the TCB BPA or
         the TCB Transaction Documents before proceedings against the Guarantor
         under this clause 13.

14.      ENTIRE AGREEMENT

14.1     This Agreement and the Ancillary Agreements, the Disclosure Letter, the
         Certificates of Title and the other documents referred to in this
         Agreement set out the entire agreement and understanding between the
         parties in respect of the transfer of the BHL Shares, the BBW Assets,
         the Target IP, the Target Domain Names and the Caffrey's Rights. It is
         agreed that:

         (A)      no party has entered into this Agreement, or will enter into
                  any Ancillary Agreement in reliance upon any representation,
                  warranty or undertaking of any other party or any of its
                  Connected Persons which is not expressly set out or referred
                  to in this Agreement;

         (B)      a party may claim in contract for breach of warranty under
                  this Agreement or any Ancillary Agreement but shall otherwise
                  have no claim or remedy in respect of misrepresentation
                  (whether negligent or otherwise, and whether made prior to,
                  and/or in, this Agreement) or untrue statement made by any
                  other party or any of its Connected Persons;

         (C)      this clause shall not exclude any liability for, or remedy in
                  respect of, fraudulent misrepresentation by a party or any of
                  its Connected Persons; and

         (D)      save as expressly set out in this Agreement or in the other
                  agreements or documents referred to in this Agreement no party
                  or Connected Person of such party shall owe any duty of care
                  to any other party or Connected Person of such other party.

         Each party contracts in this clause 14 on its own behalf and as agent
         for each of its Connected Persons. Each Connected Person which
         contracts through the agency of a party may enforce this clause 14
         directly against each other party and Connected Person.


                                       49
<PAGE>

         "Connected Person" means (a) a party's officers, employees, group
         undertakings, agents and advisers, (b) officers, employees, agents and
         advisers of a party's group undertakings; and (c) officers, employees
         and partners of any such agent or adviser or of any group undertaking
         of such an agent or adviser.

15.      VARIATION

         No variation of this Agreement (or of any of the agreements or
         documents referred to in this Agreement) shall be valid unless it is in
         writing and signed by or on behalf of each of the parties to it. The
         expression "variation" shall include any variation, supplement,
         deletion or replacement however effected.

16.      ASSIGNMENT

16.1     Subject to clauses 16.2 to 16.7 below, no party may assign or transfer
         all or any of its rights or obligations under this Agreement or dispose
         of any right or interest in this Agreement without the prior written
         consent of the other parties.

16.2     The Vendor agrees that the Purchasers may assign all or any part of
         their respective rights or benefits under this Agreement or any
         Ancillary Agreement (including without limitation the Vendor
         Warranties, the BBW Warranties and the Tax Covenant) without the
         consent of the Vendor, by way of security to any person providing
         financing to the Purchasers or any holding company of a Purchaser in
         connection with the transactions contemplated by this Agreement and the
         Ancillary Agreements.

16.3     The Vendor agrees that any benefit of this Agreement that any Purchaser
         has may be assigned (in whole or in part) by that Purchaser without the
         consent of the Vendor to any member of the Purchaser Group which is the
         legal and or beneficial owner for the time being of the BHL Shares, the
         BBW Assets, the Target IP, the Target Domain Names or the business and
         assets of any of the Group Companies as if it were that Purchaser under
         this Agreement.

16.4     If the benefit of the whole or any part of this Agreement is assigned
         by a Purchaser to any member of the Purchaser Group in accordance with
         clause 16.3 where any such assignee subsequently ceases to be a member
         of the Purchaser Group, that Purchaser shall procure that before it so
         ceases it shall assign that benefit to that Purchaser or to another
         continuing member of the Purchaser Group.

16.5     The parties acknowledge and agree that if a Purchaser assigns the
         benefit of this Agreement (including, for the avoidance of doubt and
         without limitation, the Tax Covenant) in whole or in part to any other
         person the liabilities of any member of the Interbrew Group under this
         Agreement to that person shall be no greater than such liabilities
         would have been had the assignment not occurred.

16.6     The Guarantor or the Vendor may, without the consent of the Purchasers,
         assign to an Interbrew Group Company the benefit of all or any of the
         Purchasers' and the Purchaser Guarantor's obligations to it under this
         Agreement; provided, however, that such assignment shall not be
         absolute but shall be expressed to have effect only for so long as the
         assignee remains an Interbrew Group Company and any such assignment
         shall not increase or decrease the liabilities of the Purchasers
         hereunder.

16.7     Immediately after any assignment in accordance with this clause 16 the
         Guarantor, the Vendor or the Purchasers where relevant will give
         written notice of the assignment to the


                                       50
<PAGE>

         Purchasers or the Vendor (as the case may be) containing details of the
         assignment including the identity of the assignor and assignee.

16.8     Save as provided in clauses 16.2 to 16.6, no party shall nor shall it
         purport to assign, transfer, charge or otherwise deal with all or any
         of its rights under this Agreement nor grant, declare, create or
         dispose of any right or interest in it without the prior written
         consent of the other parties.

16.9     For the avoidance of any doubt, this clause 16 shall operate to assign
         the benefit only of any rights or obligations under this Agreement and
         not the burden of any obligations thereunder. Any purported assignment
         in contravention of this clause 16 shall be void.

17.      CONFIDENTIALITY AND ANNOUNCEMENTS

17.1     The Purchasers agree that they will not, and will procure that none of
         the members of the Purchaser Group (including as from Completion the
         Group Companies) will disclose any information in the Data Room or
         otherwise obtained in the course of the negotiations of, or otherwise
         pursuant to, this Agreement and that is confidential in nature so far
         as that information relates to the Interbrew Retained Group, without
         the prior written approval of the Vendor (such approval not to be
         unreasonably withheld or delayed).

17.2     If any Group Company or any of their respective officers holds any
         confidential information, (which for the purpose of this sub-clause
         shall mean information relating to the Interbrew Retained Group which
         such Group Company or person has obtained by reason of being a member
         or an employee of the Interbrew Group which has not been acquired
         pursuant to this agreement) then that Group Company or person shall,
         upon the request of the Guarantor (which request shall specify the
         relevant information), return such confidential information to the
         Guarantor, where reasonably possible, provided that where such
         information cannot physically be separated from confidential
         information of any member of the Purchaser Group or of any third party,
         then the relevant member of the Purchaser Group shall not be obliged to
         return such information. The Purchasers agree that they shall, and
         shall procure that each member of the Purchaser Group and the Group
         shall at all times after Completion keep such confidential information
         confidential and shall make no use of such information. The Purchasers
         agree that they will keep confidential all information considered
         confidential by any third party that they receive by virtue of entering
         into this Agreement (including the Data Room) which is the subject of a
         confidentiality undertaking given by any member of the Interbrew
         Retained Group and notified to the Purchasers.

17.3     If any Interbrew Retained Group Company or any of their respective
         officers holds any confidential information, in relation to the Group
         Companies, the Business or the Joint Venture Companies which it has
         obtained by virtue of its ownership of the Group Companies prior to
         Completion or which it otherwise obtains pursuant to this Agreement
         (including, without limitation the pricing and other terms of contracts
         with major customers of the Group Companies), then that Interbrew
         Retained Group Company or person shall, upon request of the Purchaser
         return such confidential information to the Purchaser. The Guarantor
         agrees that it shall, and will procure that each Interbrew Retained
         Group Company shall, keep such confidential information confidential
         and shall not disclose or make use of such information.

17.4     Notwithstanding the provisions of this clause 17, either party may use
         or disclose confidential information where such use or disclosure is
         necessary:

         (A)      for the purpose of preparing the relevant party's annual
                  report and accounts; or


                                       51
<PAGE>

         (B)      for the purpose of preparing any Interbrew Retained Group
                  Company's tax returns; or

         (C)      to comply with any legal, regulatory or compliance
                  requirements, in each case in the United Kingdom or elsewhere;
                  or

         (D)      in connection with the claims or proceedings referred to in
                  clause 7.3 above; or

         (E)      in accordance with the terms of any of the Ancillary
                  Agreements or the TCB Transaction Documents.

17.5     Nothing in this clause shall prevent the disclosure of any confidential
         information:

         (A)      to the extent that such disclosure is required expressly by
                  the terms of this Agreement, or by law or by an order of a
                  court or tribunal of competent jurisdiction, the rules or
                  regulations of the Euronext Stock Exchange or any other stock
                  exchange or the rules of or any enquiry by any governmental,
                  official or regulatory body (provided that wherever and to the
                  extent practicable the Vendor or the Purchasers (as the case
                  may be) are given prior written notice of such intended
                  disclosure); or

         (B)      to a UK Competent Authority or any other competition authority
                  in connection with the transactions contemplated by this
                  Agreement; or

         (C)      which comes into the public domain otherwise than as a result
                  of its wrongful disclosure by the Purchaser Group or the
                  Interbrew Retained Group (as the case may be), their
                  respective advisers or any of their respective employees; or

         (D)      by one member of the Interbrew Retained Group or the Purchaser
                  Group (as the case may be) to another member of its respective
                  group or any of its or their respective professional advisers
                  (provided that such other persons are made aware of and comply
                  with the obligation of confidentiality in this clause 17 in
                  respect of such information).

17.6     Except as required by law or by any stock exchange or governmental or
         other regulatory or supervisory body or authority of competent
         jurisdiction to whose rules the party making the announcement or
         disclosure is subject, whether or not having the force of law, no
         public announcement or circular nor any other disclosure in connection
         with the existence or subject matter of this Agreement, any of the
         Ancillary Agreements or the Disclosure Letter shall be made or issued
         by or on behalf of the Guarantor, the Vendor, the Purchasers or the
         Purchaser Guarantor without the prior written approval of the
         Purchasers (in the case of the Guarantor or the Vendor) or the
         Guarantor (in the case of a Purchaser or the Purchaser Guarantor) (such
         approval not to be unreasonably withheld or delayed). For the avoidance
         of doubt, the parties shall, and shall procure that the members of the
         Purchaser Group and the Interbrew Retained Group, as the case may be,
         shall, subject to clause 17.4 and the exceptions in clause 17.5, not
         disclose and shall keep confidential all of the commercial and other
         terms (including pricing) of this Agreement, the Ancillary Agreements
         or the Disclosure Letter.

17.7     The Vendor shall procure the assignment to the Purchaser of the benefit
         of the confidentiality provisions of all confidentiality agreements and
         undertakings given by any other potential purchaser of the BHL Shares
         to the extent that:


                                       52
<PAGE>

         (A)      such assignment is not prevented by the terms of such
                  agreements and undertakings; and

         (B)      such confidentiality provisions relate to the business of the
                  Group.

         The Vendor will send a letter in a form agreed with the Purchaser to
         the other parties to such agreements and undertakings authorising the
         Purchaser to recover all information (as defined in such agreements or
         undertakings) or requesting certification of its destruction to the
         Purchaser in each case in accordance with the terms of such agreements
         and undertakings.

18.      FURTHER ASSURANCES

18.1     Each of the Guarantor, Vendor, Brandbrew, Purchasers and the Purchaser
         Guarantor shall execute and deliver all such documents and take or
         procure all such actions and execute or procure the execution of all
         such documents (in a form reasonably satisfactory to the Guarantor,
         Vendor, Brandbrew, Purchasers or the Purchaser Guarantor as the case
         may be) as may from time to time be:

         (A)      required by a Purchaser in order to give full title to the BHL
                  Shares to the Purchaser; or

         (B)      reasonably required by the Vendor, Brandbrew or any Purchaser
                  in order to secure to the Vendor, Brandbrew or any Purchaser
                  the full benefit of the rights, powers and remedies conferred
                  on it in this Agreement or the Ancillary Agreements; or

         (C)      reasonably required by IP Purchaser in order to register IP
                  Purchaser with all relevant intellectual property registries
                  as the proprietor of any Registered Target IP.

19.      COSTS

19.1     Save as expressly set out herein, each of the parties shall pay its own
         Costs incurred in connection with the negotiation, preparation and
         implementation of this Agreement and the Ancillary Agreements and all
         other documents referred to in this Agreement.

20.      SEVERABILITY

         If any provision of this Agreement is, or is held to be, or becomes
         illegal, invalid or unenforceable in any respect, then such provision
         shall (so far as it is illegal, invalid or unenforceable) be given no
         effect and shall be deemed not to be included in this Agreement but
         this shall not affect the legality, validity or enforceability of any
         of the remaining provisions of this Agreement.

21.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts and by the
         parties to it on separate counterparts. Each counterpart shall
         constitute an original but all of which together constitute one and the
         same instrument.

22.      NOTICES

22.1     Any notice or other communication to be given by one party to the other
         or others under, or in connection with, this Agreement shall be in
         writing in the English language and


                                       53
<PAGE>

         signed by or on behalf of the party giving it. It shall be served by
         sending it by fax to the number set out in clause 22.2 or delivering it
         by hand, or sending it by pre-paid recorded delivery, special delivery
         or registered post, to the address set out in clause 22.2 and in each
         case marked for the attention of the relevant party set out in clause
         22.2 (or as otherwise notified from time to time in accordance with the
         provisions of this clause 22). Any notice so served by hand, fax or
         post shall be deemed to have been duly given:

         (A)      in the case of delivery by hand, when delivered;

         (B)      in the case of fax, at the time of transmission;

         (C)      in the case of prepaid recorded delivery, special delivery or
                  registered post, at 10am on the second Business Day following
                  the date of posting

         provided that in each case where delivery by hand or by fax occurs
         after 6pm on a Business Day or on a day which is not a Business Day,
         service shall be deemed to occur at 9am on the next following Business
         Day.

         References to time in this clause are to local time in the country of
         the addressee.

22.2     The addresses and fax numbers of the parties for the purpose of clause
         22.1 are as follows:

         INTERBREW S.A.

         Address:                           Vaarstraat 94
                                            B-3000
                                            Leuven
                                            Belgium

         Fax:                               00 32 1631 5446

         For the attention of:              the Corporate Secretary

         with a copy to:                    Simmons & Simmons
                                            CityPoint
                                            One Ropemaker Street
                                            London EC2Y 9SS

         Fax:                               020 7628 2070

         For the attention of:              the Senior Partner

         INTERBREW UK HOLDINGS LIMITED

         Address:                           Vaartstraat 94
                                            B-3000
                                            Leuven
                                            Belgium

         Fax:                               00 32 1631 5446

         For the attention of:              the Corporate Secretary



                                       54
<PAGE>
         with a copy to:                    Simmons & Simmons
                                            CityPoint
                                            One Ropemaker Street
                                            London EC2Y 9SS

         Fax:                               020 7628 2070

         For the attention of:              the Senior Partner

         BRANDBREW S.A.

         Address:                           Rue Carlo Hemmer 4
                                            L-1734
                                            Luxembourg

         Fax:                               00 352 49 49 44

         For the attention of:              the Corporate Secretary


         with a copy to:                    Simmons & Simmons
                                            CityPoint
                                            One Ropemaker Street
                                            London EC2Y 9SS

         Fax:                               020 7628 2070

         For the attention of:              the Senior Partner



         GOLDEN ACQUISITION LIMITED

         Address:                           35 Basinghall Street
                                            London
                                            EC2V 5DB

         Fax:                               020 7600 0289

         For the attention of:              the Company Secretary

         with a copy to:                    Coors Brewing Company
                                            PO Box 4030
                                            Mailstop NH 335
                                            Golden
                                            Colorado
                                            80401 USA

         Fax:                               001 303 277 7373

         For the attention of:              Chief Legal Officer

         and with a copy to:                Slaughter and May
                                            35 Basinghall Street
                                            London EC2V 5DB


                                       55
<PAGE>

         Fax:                               020 7600 0289

         For the attention of:              Padraig Cronin

         COORS WORLDWIDE INC

         Address:                           c/o Golden Acquisition Limited
                                            35 Basinghall Street
                                            London
                                            EC2V 5DB

         Fax:                               020 7600 0289

         For the attention of:              the Company Secretary

         with a copy to:                    Coors Brewing Company
                                            PO Box 4030
                                            Mailstop NH 335
                                            Golden
                                            Colorado
                                            80401 USA

         Fax:                               00 303 277 7373

         For the attention of:              Chief Legal Officer

         and with a copy to:                Slaughter and May
                                            35 Basinghall Street
                                            London EC2V 5DB

         Fax:                               020 7600 0289

         For the attention of:              Padraig Cronin

         ADOLPH COORS COMPANY

         Address:                           c/o Golden Acquisition Limited
                                            35 Basinghall Street
                                            London
                                            EC2V 5DB

         Fax:                               020 7600 0289

         For the attention of:              the Company Secretary

         with a copy to:                    Coors Brewing Company
                                            PO Box 4030
                                            Mailstop NH 335
                                            Golden
                                            Colorado
                                            80401 USA


                                       56
<PAGE>

         Fax:                               00 303 277 7373

         For the attention of:              Chief Legal Officer

         and with a copy to:                Slaughter and May
                                            35 Basinghall Street
                                            London EC2V 5DB

         Fax:                               020 7600 0289

         For the attention of:              Padraig Cronin

22.3     A party may notify the other party to this Agreement of a change to its
         name, relevant addressee, address or fax number for the purposes of
         this clause 22, provided that, such notice shall only be effective on:

         (A)      the date specified in the notice as the date on which the
                  change is to take place; or

         (B)      if no date is specified or the date specified is less than
                  five Business Days after the date on which notice is given or
                  deemed given, the date following five Business Days after
                  notice of any change has been given.

23.      NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

23.1     Subject to clauses 14, 16 and 23.2, a person who is not a party to this
         Agreement shall have no right under the Contracts (Rights of Third
         Parties) Act 1999 to enforce any of its terms.

23.2     Those persons listed in schedule 11 shall have the right to enforce
         directly against the Vendor and the Purchasers respectively the waivers
         contained in clauses 9.21 and 9.22 of this Agreement.

23.3     Notwithstanding the provisions of clauses 23.1 and 23.2, this Agreement
         may be rescinded or varied in any way and at any time by the parties to
         this Agreement without the consent of the third party identified in
         those sub-clauses.

24.      GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

24.1     This Agreement and the relationship between the parties shall be
         governed by, and interpreted in accordance with, English law.

24.2     Each of the parties agrees that the courts of England are to have
         exclusive jurisdiction to settle any disputes (including claims for
         set-off and counterclaims) which may arise in connection with the
         creation, validity, effect, interpretation or performance of, or the
         legal relationships established by, this Agreement or otherwise arising
         in connection with this Agreement, and for such purposes irrevocably
         submit to the jurisdiction of the English courts.

24.3     The Guarantor, Brandbrew and the IP Purchaser and the Purchaser
         Guarantor shall at all times maintain an agent for service of process
         and any other documents in proceedings in England or any other
         proceedings in connection with this Agreement. Such agent shall be
         Simmons & Simmons (for the attention of the Senior Partner) currently
         of CityPoint One Ropemaker Street London EC2Y 9SS in the case of the
         Guarantor and Brandbrew, and Trusec Limited c/o Slaughter & May
         currently of 35 Basinghall Street, London EC2V 5DB


                                       57
<PAGE>

         in the case of the IP Purchaser and the Purchaser Guarantor and any
         claim form, judgment or other notice of legal process shall be
         sufficiently served on any of them if delivered to such agent at its
         address for the time being.



                                       58
<PAGE>
SIGNED by                                           )
for and on behalf of                                )
INTERBREW BELGIUM S.A.                              )
in the presence of:                                 )

SIGNED by                                           )
for and on behalf of                                )
INTERBREW UK HOLDINGS LIMITED                       )
in the presence of:                                 )

SIGNED by                                           )
for and on behalf of                                )
BRANDBREW S.A.                                      )
in the presence of:                                 )

SIGNED by                                           )
for and on behalf of                                )
GOLDEN ACQUISITION LIMITED                          )
in the presence of:                                 )

SIGNED by                                           )
for and on behalf of                                )
COORS WORLDWIDE, INC.                               )
in the presence of:                                 )

SIGNED by                                           )
for and on behalf of                                )
ADOLPH COORS COMPANY                                )
in the presence of:                                 )