REGISTRATION RIGHTS AGREEMENT

                                    dated as of January 31, 2003, among

                                    Beverage Associates (BAC) Corp., a British

                                    Virgin Islands corporation ("BAC")and

                                    Companhia de Bebidas das Americas-AmBev, a

                                    Brazilian corporation (the "Company").



                                R E C I T A L S



     WHEREAS, pursuant to the terms of the Stock Purchase Agreement dated as

of May 1, 2002, by and among the Company and BAC (the "Purchase Agreement"),

BAC and the Company have agreed, among other things, to provide for the future

exchange (the "Exchange") of certain shares of Quilmes Industrial (Quinsa)

Societe Anonyme for shares of the Company (the "Company Exchange Shares");



     WHEREAS, the Company has agreed to grant BAC and the Holders (as

hereinafter defined) certain registration rights with respect to the Company

Exchange Shares or American Depositary Shares representing common or preferred

shares of the Company (collectively, the "Company Exchange Shares"); and



     WHEREAS, the Company and BAC desire to define the registration rights of

BAC and the Holders on the terms and subject to the conditions herein set

forth.



     NOW, THEREFORE, in consideration of the foregoing premises and for other

good and valuable consideration, the parties hereby agree as follows:





                                   ARTICLE I



                                  Definitions

                                  -----------



     As used in this Agreement, the following terms have the meanings set

forth below:



     "Commission" shall mean the United States Securities and Exchange

Commission or any other United States federal agency at the time administering

the Securities Act;



     "Exchange Act" shall mean the United States Securities Exchange Act of

1934, as amended;



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                                                                             2





     "Family Member" means any Member and any affiliate thereof;



     "Holder" shall mean BAC or any Member or Family Member who holds

Registrable Securities;



     "Member" means the ultimate beneficial owners of the shares of BAC on the

date of the Purchase Agreement;



     "Person" shall mean an individual, partnership, joint-stock company,

corporation, trust or unincorporated organization, and a government or agency

or political subdivision thereof;



     "register", "registered" and "registration" shall mean a registration

effected by preparing and filing a registration statement in compliance with

the Securities Act (and any post-effective amendments filed or required to be

filed) and the declaration or ordering of effectiveness of such registration

statement;



     "Registrable Securities" shall mean (a) Company Exchange Shares acquired

by any Holder pursuant to the Exchange and (b) any common or preferred shares

of the Company issued as a dividend or other distribution with respect to, or

in exchange for or in replacement of, the Company Exchange Shares;



     "Registration Expenses" shall mean all expenses incurred by the Company

in connection with any registration pursuant to Section 2.01, including,

without limitation, all registration and filing fees, printing expenses, fees

and disbursements of counsel for the Company, blue sky fees and expenses and

the expense of any special audits incident to or required by any such

registration;



     "Securities Act" shall mean the United States Securities Act of 1933, as

amended; and



     "Selling Expenses" shall mean all underwriting discounts, income or

transfer taxes if any, and selling commissions applicable to the sale of

Registrable Securities and all fees and disbursements of counsel for BAC, the

Holders and the Company.

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                                  ARTICLE II



                              Registration Rights

                              -------------------



     SECTION 2.01. Request for Registration. On any date after the date on

which the Company Exchange Shares have been issued to BAC but not later than

the fifth anniversary thereof, if the Company shall receive from BAC a written

request that the Company effect any registration with respect to the

Registrable Securities owned by the Holders (which request shall state the

number of shares of Registrable Securities to be disposed of and the intended

method of disposition thereof), the Company will as soon as practicable, use

all reasonable efforts to effect such registration (including, without

limitation, the execution of an undertaking to file post-effective amendments,

appropriate qualifications under applicable blue sky or other state securities

laws and appropriate compliance with applicable regulations issued under the

Securities Act) as may be so reasonably requested and as would permit or

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