Profit and Loss Transfer Agreement

EXHIBIT 4.21

August ___, 2004

INTERBREW S.A.

INTERBREW INTERNATIONAL B.V.

COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV

JALUA SPAIN S.L.

_________________________________

TRANSFER AGREEMENT

_________________________________

THIS TRANSFER AGREEMENT is made on August ____, 2004.

AMONG:

INTERBREW S.A. , Vaartstraat 94, B-3000 Leuven, Belgium, a public limited liability company organized under the laws of Belgium

(hereinafter called “ Interbrew ”);

INTERBREW INTERNATIONAL B.V. , Ceresstraat 19, 4811 CA Breda, The Netherlands, a corporation organized under the laws of the Netherlands

(hereinafter called “ IIBV ”);

COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV , Rua Dr. Renato Paes de Barros 1017, 04530-001, São Paolo, SP, Federative Republic of Brazil, a corporation organized under the laws of the Federative Republic of Brazil

(hereinafter called “ AmBev ”)

- and -

JALUA SPAIN S.L. , Calle Juan Vara Teran 14, Santa Cruz de Tenerife, 38009 Spain, a corporation organized under the laws of the Kingdom of Spain,

(hereinafter called “ Jalua ”)

WHEREAS:

A.               IIBV is the registered and beneficial owner of one (1) share (the “ Remaining Share ”) in the capital of Labatt Holding ApS, a corporation organized under the laws of Denmark (“ Labatt Holdco ”).

B.               Interbrew, of which IIBV is an indirect wholly-owned subsidiary, entered into the Incorporação Agreement (as amended, supplemented or otherwise modified, the “ Agreement ”) on March 3, 2004 among AmBev, Labatt Brewing Canada Holding Ltd., a company organized under the laws of the Bahamas (“ Mergeco ”), and Labatt Brewing Company Limited, a corporation organized under the federal laws of Canada (“ Labatt ”).

C.               Pursuant to the Agreement, it was agreed that IIBV’s Remaining Share of Labatt Holdco would be transferred to Companhia Brasileira De Bebidas, a corporation organized under the laws of the Federative Republic of Brazil and a subsidiary of AmBev (“ CBB ”).

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D.               AmBev desires that Interbrew cause IIBV to transfer the Remaining Share to Jalua instead of CBB at the Closing.

E.               Interbrew desires to cause IIBV to, and IIBV desires to, transfer the Remaining Share to Jalua instead of CBB at the Closing.

NOW THEREFORE THIS TRANSFER AGREEMENT WITNESSES that in consideration for the payment by Jalua to Interbrew of U.S.$1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties have agreed as follows:

ARTICLE I

TRANSFER OF REMAINING SHARE

1.1         Waiver of Provision to the Agreement . Interbrew and AmBev agree that Interbrew will cause IIBV to transfer the Remaining Share to Jalua instead of CBB at the Closing. Except as, and to the extent, expressly set forth in this Transfer Agreement, the Agreement (including, for the avoidance of doubt, Section 1.04 of the Agreement) shall remain unamended and in full force and effect.

1.2         Transfer of Share . At the Closing, (i) IIBV will transfer to Jalua and Jalua will accept from IIBV the Remaining Share and (ii) IIBV, Labatt Holdco and, if applicable, Jalua shall take all actions as may be necessary to effectuate such transfer in accordance with the laws of Denmark.

1.3         References to CBB in the Agreement . The references to CBS contained in Sections 1.04(b)(ii) and 3.06(b) of the Agreement shall hereinafter be deemed to refer to Jalua.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1         Representations and Warranties of IIBV . IIBV represents and warrants to Jalua, and acknowledges that Jalua is relying upon such representations and warranties in connection with the entering into and completion of this Transfer Agreement, that: