Escrow Agreement





                         THIS ESCROW AGREEMENT (the "Agreement") is entered into

                    as of January 31, 2003, by and among Beverage Associates

                    (BAC) Corp., a corporation organized and existing under the

                    laws of the British Virgin Islands ("BAC"), Companhia de

                    Bebidas das Americas-AmBev, a corporation organized and

                    existing under the laws of Brazil ("AmBev"), Quilmes

                    Industrial (Quinsa) Societe Anonyme, a corporation organized

                    and existing under the laws of Luxembourg (the "Company"),

                    and The Bank of New York, a New York banking corporation

                    (together with any successors, the "Escrow Agent").





                                    Recitals



          WHEREAS AmBev and the Company are parties to a Share Exchange

Agreement dated as of May 1, 2002, pursuant to which AmBev has, on the date

hereof, contributed to the Company or one of its subsidiaries all the shares of

capital stock of the subsidiaries of AmBev which manufacture, market, sell or

distribute beer in Argentina, Uruguay, Paraguay and Bolivia in exchange for the

issuance by the Company to AmBev of 26,388,914 Class B shares, without par

value, of the Company;



          WHEREAS AmBev and BAC are parties to a Stock Purchase Agreement dated

as of May 1, 2002 (the "Stock Purchase Agreement"), pursuant to which AmBev has,

on the date hereof, purchased from BAC 230,920,000 Class A shares, without par

value, of the Company;



          WHEREAS AmBev and BAC have also agreed in the Stock Purchase Agreement

to provide for the future exchange (the "Exchange") of the remaining 373,520,000

Class A shares of the Company owned by BAC on the date of the Stock Purchase

Agreement (the "Remaining Shares"), for shares of AmBev, upon the terms and

subject to the conditions set forth therein;



          WHEREAS the Company, AmBev and BAC have entered into a Shareholders

Agreement dated as of the date hereof (the "Shareholders Agreement") pursuant to

which the parties have provided for certain rights and restrictions with respect

to the governance and management of the Company and certain restrictions upon

the direct or indirect sale,







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assignment, transfer, pledge or other disposition of the Remaining Shares;



          WHEREAS pursuant to Section 5.08 of the Stock Purchase Agreement, BAC

agreed to enter into appropriate agreements for the benefit of AmBev to assure

delivery of the Remaining Shares to AmBev free and clear of all liens at the

time of the consummation of the Exchange;



          WHEREAS to secure BAC's obligation to deliver the Remaining Shares to

AmBev, BAC, AmBev and the Company have entered into a Share Pledge Agreement

dated as of the date hereof (the "Share Pledge Agreement") under Luxembourg law

pursuant to which BAC has pledged the Remaining Shares to AmBev; and



          WHEREAS pursuant to Section 5.09 of the Stock Purchase Agreement, BAC

has agreed that 60,000,000 of its Class A shares of the Company shall be voted

only upon the instructions of both BAC and AmBev to ensure that BAC's voting

rights in the Company are equal to AmBev's.



          NOW THEREFORE, in consideration of the mutual covenants and

obligations set forth in this Agreement, the parties hereto agree as follows:





                                    ARTICLE I



                               Creation of Escrow



          SECTION 1.01. Deposit of Equalization Shares. On the date hereof, BAC

shall (i) assign and transfer in escrow to the Escrow Agent 60,000,000 Class A

Shares of Company (the "Initial Equalization Shares") and (ii) deliver to the

Escrow Agent and AmBev evidence (on which the Escrow Agent may conclusively rely

and be protected in so relying) of the registration of the Escrow Agent as

holder of the Initial Equalization Shares in the share register of the Company

or, as the case may be, in any shareholder register or account of the Company

held by a professional depository of securities within the meaning of the

Luxembourg law of August 1, 2001 on transfer of securities. If at any time the

number of Equalization Shares (as defined in Section 3.01) increases as provided

in Section 3.01, BAC shall assign and transfer the additional Equalization

Shares to the Escrow Agent in accordance with the foregoing provisions.



          SECTION 1.02. Registration of Equalization Shares in the Name of

Escrow Agent. The Equalization Shares







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transferred to the Escrow Agent pursuant to this Agreement shall be registered

in the share register of the Company or, as the case may be, in any shareholder

register or account of the Company held by a professional depository of

securities within the meaning of the Luxembourg law of August 1, 2001 on

transfer of securities in the name of the Escrow Agent. Such shares and any

other certificates for securities issued to the Escrow Agent pursuant to Section

2.03 hereof shall be endorsed by the Company with a legend to the effect that

they are issued by the Company pursuant to this Agreement and a similar notation

shall appear in the appropriate place in the share register of the Company or,

as the case may be, in any shareholder register or account of the Company held

by a professional depository of securities within the meaning of the Luxembourg

law of August 1, 2001 on transfer of securities.



          SECTION 1.03. Share Certificates. If any time the Remaining Shares are

evidenced by share certificates, BAC shall promptly cause such share

certificates to be delivered to the Escrow Agent to be held by the Escrow Agent

or an affiliate of the Escrow Agent in Luxembourg solely as the agent of AmBev

as Pledgee under the Share Pledge Agreement.



          SECTION 1.04. Acceptance of Escrow. The Escrow Agent accepts the

escrow created hereby in accordance with all of the terms and conditions

contained in this Agreement.





                                   ARTICLE II



                                    Dividends



          SECTION 2.01. Cash Dividends. The Escrow Agent shall receive and hold,

subject to the terms of this Agreement, any cash dividends or cash distributions

declared and paid on the Equalization Shares and shall distribute any such

dividends or distributions to BAC by wire transfer to the account and account

number identified and set forth in Schedule 1 hereto promptly after the receipt

thereof by the Escrow Agent.



          SECTION 2.02. Money Need Not Be Segregated. No moneys received by the

Escrow Agent need be segregated in any manner except to the extent required by

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