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Exhibit 4.5    
    



	 	 	
 Ministry of Natural Resources

Novgorod Oblast Department of Natural

Resources and Environmental Protection

Territorial Fund for Geological Information

REGISTERED
 December 10, 2002

	 	 	In the register as No	 	154

	 	 	Head of the TFGI	 	[signature]

	 	 	





SUBSOIL USE LICENSE  



	N V G

series	 	0 1 9 4 8

number	 	V E

license type





	

Issued to	
 	

Rodniki Valdaya Limited Liability Company
 (business entity receiving the license)
	







	

represented by	
 	

executive director
 (full name of person representing the business entity)
	

Igor Anatolievich Shutov






	

purpose and types of work	
 	

extraction of underground drinking water

	from exploitation wells No. 2537 and No. 2542

	in the Khorinka plot






	

Location of the subsoil plot	
 	

1 km north of Okulovka
 (name of population center,
	

Okulovka District, Novgorod Oblast
 district, oblast, krai, republic)





	

A description of the boundaries of the subsoil plot, corner coordinates, copies of topographic plans,
	sectional views, etc. are given in annexes	 	No. 4 and No. 5
 (annex numbers)
	

The right to use land plots has been received from	
 	

          

	

Administration of the Okulovka District: Decree No. 646 of October 1, 2002
 (name of issuing body, decree number, date)

Agreement on Lease of Land Plot
No. 183, dated November 2, 2002






        Copies
of documents and a description of the boundaries of the land plot are given in 



	annex	 	No. 4
 (annex number, number of pages)





	

Status of the subsoil plot	
 	

mining claim (within SPZ-1 region)
 (geological or mining claim)
	






	

License term expires:	
 	

14 August 2027
 (day, month, year)





[illegible stamp; dated 10 December 2002] 





Ministry of Natural Resources of the Russian Federation

Novgorod Oblast Department of Natural Resources and Environmental Protection  


Novgorod Oblast Administration

Economic Committee  


JOINT DECISION

to grant a subsoil use license  



	December 4, 2002, No. 56	 	Veliky Novgorod





        Having
examined the application of Rodniki Valdaya Limited Liability Company, on the basis of article 10.41 of the Federal Law "On the Subsoil" and Certificate of
Mineral Strike No. 3/2002, the Novgorod Oblast Department of Natural Resources and Environmental Protection of the Russian Ministry of Natural
Resources (MNR) and the Novgorod Oblast Economic Committee


        DECIDED:



        To grant to Rodniki Valdaya Limited Liability Company a license to use the subsoil for the
purpose of extracting underground drinking water for bottling and manufacture of food products and supplying water for technological needs in a volume of up to 500 m3/day from wells Nos.
2537 and 2542 in the Khorinka plot, Okulovka District, Novgorod Oblast, valid until August 14, 2027. 



	Acting Head,

Novgorod Oblast Department of Natural Resources and Environmental Protection, Russian MNR	 	Representative of the Novgorod Oblast Economic Committee
	

          
	
 	

N. V. Kazakov	
 	

          
	
 	

A. A. Shalumev







 
 

Annex 3    
    


License Agreement

on the terms of subsoil use for the extraction

of up to 500 m3/day of underground drinking water

from exploitation wells No. 2537 and No. 2542  


        1.    SUBSOIL USER:    


        1.1.  FULL
NAME: Rodniki Valdaya Limited Liability Company 



        1.2.  FOUNDATION
DOCUMENTS: Charter of Rodniki Valdaya Limited Liability Company, approved by Minutes No. 19-08 of August 19, 2002. Main state
registration number: 1025301587585; taxpayer identification number: 5311005427. 


        1.3.  ADDRESS:
d. 5, ul. Tsentralnaya, Okulovka, Novgorod Oblast, 174350; tel. (81657) 23977; fax (81657) 21577. 


        1.4.  DIRECTOR:
Executive Director Igor Anatolievich Shutov 



        2.    BODIES GRANTING THE LICENSE AND ADMINISTERING AND MONITORING SUBSOIL
USE    


        2.1.  Novgorod
Oblast Department of Natural Resources and Environmental Protection: d. 22/25, pr. Mira, Veliky Novgorod, 173025; tel. 615519, 55137. 


        2.2.  Novgorod
Oblast Administration, Economic Committee: 1, Sofiiskaya ploshchad, Veliky Novgorod, 173005; tel. 132-118, 132-541. 



        3.    PURPOSES AND BASIS FOR GRANT OF SUBSOIL USE    


        3.1.  USE
OF THE SUBSOIL PLOT IS GRANTED FOR THE PURPOSE OF: extraction of underground drinking water for bottling and manufacture of food products and supplying Rodniki
Valdaya LLC with water for technological needs. 


        3.2.  BASIS:




	•
	article 10.41
of the RF Law "On the Subsoil";



	•
	Certificate
of Mineral Strike No. 3/2002;



	•
	Joint
Decision of the Novgorod Oblast Administration of Natural Resources and Environmental Protection of the Russian MNR and the Novgorod Oblast Economic Committee,
No. 56 of December 4, 2002. 




        3.3.  THE
LAND PLOT IS PROVIDED BY: 



	•
	the
Okulovka District Administration, by Decree No. 646 of October 1, 2002, "On the Transfer of a Land Plot"; Agreement on Lease of Land Plot, No. 183
of October 2, 2002; 




        3.4.  APPROVAL
OF TERMS OF SUBSOIL USE: 



	•
	with
the State Sanitary and Epidemiological Inspectorate (Gossanepidnadzor) Center in the Okulovka District, received November 28, 2002;



	•
	with
the water service of the Novgorod Oblast Department of Natural Resources and Environmental Protection of the Russian MNR, received November 29, 2002;



	•
	a
positive State Environmental Assessment of the project (feasibility study) for the construction of a mineral water bottling plant in the Okulovka District, Novgorod
Oblast, dated January 30, 2002. 






        3.5.  FEASIBILITY
OF USE FOR THE STATED PURPOSES IS BASED ON: 



	•
	Report
on Estimation of Underground Water Reserves in the Khorinka Plot, 1 km North of Okulovka, Okulovka District, Novgorod Oblast, as at August 14, 2002
(Novgrodinzhproekt Institute OAO);



	•
	minutes
of the State Commission on Mineral Reserves of the RF MNR, No. 778 of November 22, 2002;



	•
	opinion
of the Russian Research Center for Restorative Medicine and Balneology (RNCVMIK) on the composition and quality of drinking water from wells No. 2537 and
No. 2542 in Okulovka, Novgorod Oblast, No. 14/548 of September 27, 2002; 









	•
	water
sample records of the Gossanepidnadzor Center in the Novgorod Oblast, Nos. 515/516, 517/518, and 570/571 dated August 23, 2002; No. 497/498 dated
August 2, 2002; No. 506/507 dated August 15, 2002; and No. 354 dated August 12, 2002;



	•
	water
sample records of the Gossanepidnadzor Center in the Okulovka District, No. 7 dated February 1, 2002; No. 22 dated August 27, 2001; Nos.
173 and 174 dated August 8, 2002; and Nos. 175 and 176 dated August 14, 2002. 




        4.    DESCRIPTION OF SUBSOIL PLOT    


        4.1.  NAME:
Khorinka plot (wells No. 2537 and No. 2542). 


        4.2.  LOCATION:
1 km north of Okulovka, Okulovka District, Novgorod Oblast, in the territory of the water bottling plant; 


        4.3.  SPATIAL
BOUNDARIES: preliminarily designated as strict sanitary protection zones (SPZ-1 region) of 60 × 60 for each well on the
land map, leased, 1:2000 scale. 



	Maximum depths:	 	well No. 2537:	 	133.0 m;
	 	 	well No. 2542:	 	132.55 m;
	Coordinates:	 	well No. 2537:	 	33° 18' 05" E, 58° 26' 05" N
	 	 	well No. 2542:	 	33° 18' 00" E, 58° 26' 00" N.






        4.4.  STATUS
OF PLOT: mining claim (in preliminary boundaries). 


        4.5.  EXTENT
OF STUDY AND STRUCTURE OF PLOT: 


        The
extent of study of the territory is based on the materials of a 1:200,000 scale geological and hydrological survey (1958-1959) and a 1:50,000 scale comprehensive
hydrogeological survey (1961-1965), and on materials from an estimation of underground water reserves in the Khorinka plot, in accordance with subsoil use licenses NVG 01635 VP and NVG
01894 VP, conducted in 1999-2002 by Novgorodinzhproekt Institute OJSC on the instructions of Seven Streams Corporation CJSC and Tsaritsino Dairy Plant OJSC. 


        As
a result of the work, 4 wells were drilled. In 1999 well No. 2537(p) was drilled to a depth of 186.5 m as an exploration well; this opened the Plavsk and Yeletsk strata of the
Snezhsky-Plavsk aquifer system at depth ranges of 70.3-72.8 m and 121.0-128.8 m, respectively, and the upper part of the Snezhsky-Stipinaisky aquifer in Frasnian (Upper
Devonian) sediments at a depth range of 176.0-186.5 m. In 2000-2001 well No. 2541 was drilled 240 m west of the exploration well to a depth of 76.8 m, opening the Plavsk
strata at a depth range of 66.0-75.0 m, from which water was unfit for drinking purposes due to its iron (3.9 mg/dm3) and ammonia content (12.7 mg/dm3); well
No. 2542 was drilled nearby to a depth of 132.55 m. In well No. 2542 tests were conducted in the Yeletsk strata at a depth range of 116-119.5 m and 125.5-131.5 m;
when pumped the well yielded 64 m3/day with a 104.4 m water-level decline. In 2002 a new well, No. 2537, was drilled alongside exploration well No. 2537(p) to a depth of
133 m, opening the Yeletsk strata at a depth range of 121.0-132.6 mm [sic]. Under experimental exploitation pumping,
the well yielded 466 m3/day with a 48 m water-level decline. Two wells, No. 2537 and No. 2542, were selected as exploitation wells. 


        Semi-permeable
rocks of the Yeletsk strata are represented by sand and sandstone lying under a mass of clays with interstratified subordinate bands of sand and sandstone of
the Ledebyan strata, Dankov superstrata (Famennian stage of the Upper Devonian). Quaternary sediments have a capacity of 48 m and 46 m, respectively; by origin these are lacustrine-glacial loam and
clay sands and glacial boulder loam. 


        Exploitation
reserves were estimated on the basis of experimental filtration results. At well No. 2542 experimental pumping was carried out with two reductions over a total of
25 days. At well No. 2537 experimental pumping was carried out for 12 days and experimental exploitation pumping for 20 days. 


        4.6.  AQUIFERS
TO BE EXPLOITED: the Yeletsk strata of the Snezhsk-Plavsk aquifer system (Upper Devonian) is opened at a depth range of: 121.0-130.0 m by well
No. 2537; and 116.5-119.5 and 125.5-131.5 m by well No. 2542. Its index number in the State Water Cadastre (GVK) system is 258. 


        4.7.  UNDERGROUND
WATER RESERVES: Balance exploitation reserves of underground natural mineral table water for the Yeletsk aquifer were approved by the State Commission on
Mineral Reserves of the RF MNR (minutes No. 778 of November 22, 2002) under category C1 for 5-year experimental industrial exploitation at a rate of 466 m3/day
for well No. 2537 and 34 m3/day for well No. 2537. 








        4.7.  QUALITY
OF UNDERGROUND WATER AND AREA OF USE: 


        In
accordance with RNCVMIK opinion No. 14/548 of September 27, 2002, underground water from wells No. 2542 and 2537 by chemical composition and overall level of
mineralization (from 0.9 to 1.15 g/dm3) is considered weakly mineralized fresh water (solid residue of 600.0-700.0 mg/dm3) of hydrocarbonate sodium composition,
alkalescent (pH 7.2-7.5), with overall hardness less than 1.0 mol/dm3. Concentrations of toxic and regulated trace elements, including heavy metals and nitrogen group
compounds, as well as strontium, selenium, and radionuclides, are below the established maximums for mineral drinking water. Organoleptic and microbiological indicators meet standards. 


        A
distinctive feature of underground water is higher fluorine content (up to 2.7 mg/dm3), which should be noted on product labels. 


        In
accordance with technical specification TU 10.04.06.0132-88, "Water, mineral natural table," and RF Health Ministry methodological guideline MU 2000/34, "Classification of
mineral waters and curative muds for purposes of their certification," underground water from wells No. 2542 and No. 2637 are categorized as "mineral drinking natural table water," which
may be used as a table beverage and as a basis for the preparation of nonalcoholic beverages. 


        5.    DESCRIPTION OF SUBSOIL RESOURCES TO BE USED AND TERMS OF EXTRACTION OF UNDERGROUND
WATER:    


        5.1.  VOLUMES
AND PURPOSES OF WATER EXTRACTION: 



	 
	 	 
	 	 
	 	Of which designated for:

	Water extraction (m3/day)
 
	 	Total
	 	domestic

drinking

water
	 	auxiliary
	 	bottling

	1.	 	Existing water extraction, of which transferred to other consumers	 	—

—	 	—

—	 	—

—	 	—

—
	2.	 	Stated water requirement, of which transferred to other consumers	 	500.0

—	 	43.13

—	 	18.0

—	 	438.87

—
	3.	 	Licensed water extraction, of which transferred to other consumers	 	500.0

—	 	43.0

—	 	18.0

—	 	439.0

—
	4.	 	By aquifer: Snezhsky-Plavsk aquifer system (D3 snz-pl) GVK-258	 	500.0	 	 	 	 	 	 





        5.2.  SUBSOIL
RESOURCES AND AREA OF USE OF UNDERGROUND WATER IN ACCORDANCE WITH LICENSED WATER EXTRACTION AND AGREED CALCULATION OF WATER CONSUMPTION: 



	•
	subsoil
user's production needs: 500 m3/day (182.5 thousand m3/year), including:



	•
	for
bottling and manufacture of food products: 439.0 m3/day (157.99 thousand m3/year);



	•
	for
auxiliary technological needs: 18.0 m3/day (20.02 thousand m3/year);



	•
	domestic
drinking water supply to factory (incidental use): 43.0 m3/day (4.40 thousand m3/year); 




        5.3.  Water
extraction mode: uninterrupted, but not exceeding the volume established by the license: 500.0 m3/day (182.5 thousand m3/year). 


        5.4.  Water
discharge: after use, water will flow into the plant's biological treatment facilities, and then into the Khorinka river. 



        5.5.  PROVISION
FOR THE ESTABLISHED EXTRACTION MODE: use of up to 500.0 m3 of water per day will be provided by the 2 (two) existing wells. 


        5.6.  Monitoring
of underground water in the water-intake impact zone: established in accordance with the specification of requirements (annex No.      ). 


        6.    DATES AND OTHER MATERIAL TERMS    



        6.1.  LICENSE
EXPIRES: August 14, 2027. 


        6.2.  SUBSOIL
USE IS CONTEMPLATED IN TWO STAGES: 


        Stage
I: experimental industrial exploitation of wells No. 2542 and 2537: through December 31, 2001. 








        The
following work will be performed at Stage I: 


        6.2.1.    Development and approval of subsoil use project (flow chart, planned sanitary protection zones, and planned mining
claim) in accordance with established procedures, prior to the commencement of underground water extraction work.    


        6.2.2.    Thorough, regular monitoring of the underground water exploitation mode (flow rates, dynamic levels, quality),
including after more precise determination of fluorine content.    


        6.2.3.    Consideration of the possibility and expediency of obtaining the entire stated water requirement (500
m3/day) from well No. 2537 alone, after refinement of the water-intake scheme.    


        6.2.4.    On the basis of the results of experimental industrial development of the deposit, re-estimation of
exploitation reserves and submission of a report for state examination: by March 1, 2007.    



        7.    CHARGE FOR USE OF UNDERGROUND WATER FACILITIES    


        7.1.  The
charge for use of underground water facilities associated with water intake for supply to the population and domestic drinking, production, technological, and other
needs shall be assessed in accordance with the Federal Law "On Amendments to the Federal Law "On the Charge for the Use of Water Facilities'," No. 71-FZ of May 6, 1998, as
amended by No. 111-FZ of August 7, 2001, and the RF Government Decree "On the Approval of Minimum and Maximum Charges for the Use of Water Facilities in River Basins, Lakes,
Seas, and Economic Areas," No. 826 of November 28, 2001. 


        7.2.  The
subsoil user shall pay other taxes and levies established in accordance with RF legislation on taxes and levies. 


        8.    HYDROGEOLOGICAL REPORTING AND INFORMATION:    


        8.1.  TO
THE REGIONAL DIVISION OF THE STATE MONITORING SERVICE (Geoinformatics and Monitoring, North-West Center, State Geological Environmental Monitoring
Division, 24, ul. Odoevskogo, korp. 1, St. Petersburg, 199155) and the Novgorod Oblast Department of Natural Resources and Environmental Protection of the Russian MNR (d. 22/25, pr.
Mira, Veliky Novgorod) shall be submitted: 


        8.1.1. ANNUALLY,
by the 10th of January following the reporting year, a report on the use of underground water: state statistical reports on form 2-TP
(water use). 


        8.1.2. IMMEDIATELY
upon being established, information on nonconformity of underground water quality to the requirements of Sanitary Rules and Norms (SanPiN)
2.1.4.559-96 and concerning maximum allowable concentrations in excess of current standards. 



        8.2.  TO
THE TERRITORIAL FUND FOR GEOLOGICAL INFORMATION OF THE NOVGOROD OBLAST DEPARTMENT OF NATURAL RESOURCES shall be submitted, within one month after the end of work to
re-estimate underground water reserves: 



	•
	a
report on the re-estimation of underground water reserves;



	•
	the
registration certificate (pasport) for the underground water deposit;



	•
	informational
map;



	•
	record
card of extent of study;



	•
	record
of the state examination of reserves;



	•
	statement
of sources of funding and expenses for geological prospecting work. 




        8.3.    Within the established periods the subsoil user shall submit state statistical reports on forms
No. 01-gr, No. 2-gr, and No. 7-gr to the Novgorod Oblast Department of Natural Resources.    



        9.    TERMS OF WATER USE AND UNDERGROUND WATER PROTECTION    


        The
SUBSOIL USER: 


        9.1.  Shall
carry out the extraction of underground water within the water extraction limits imposed by the license; develop a Sanitary Protection Zone 1 (SPZ-1)
region and fulfill measures for a SPZ-1 region pursuant to SanPiN 2.1.4.1110-02; shall provide for sanitary protection in regions II and III within the limits of its land
grant, as well as monitor compliance beyond its limits, reporting any violations to sanitary and ecological oversight authorities. 



        9.2.  At
the frequency prescribed by sanitary oversight authorities, but in any event at least once a year, shall take water samples from all water-intake wells (by
captation) and provide for their analysis in 








accordance
with the requirements of SanPiN 2.1.4.559-96 or other newly introduced SanPiNs with respect to the list of indicators agreed with sanitary oversight authorities. 


        9.3.  Is
prohibited from using water for purposes other than those contemplated by this license and the opinion of the Republican Center of the Gossanepidnadzor, and from
polluting underground water. 


        9.4.  Shall
keep systematic water extraction records, monitor the underground water level, and ensure the safekeeping of documentation throughout the entire license term. 


        9.5.  Carry
out its activity in accordance with the Subsoil Law, the Water Code, and other normative acts of the Russian Federation; obtain necessary authorizations and
approvals; and fulfill the instructions of bodies of the Gossanepidnadzor, the Ministry of Natural Resources and its regional body for the Novgorod Oblast, and the regional division responsible for
state monitoring of underground water. 


        10.    OTHER TERMS OF SUBSOIL USE:    


        10.1. Extension,
reregistration, amendment, and cancellation of this license shall be done in accordance with the RF Law "On the Subsoil" pursuant to applications from
subsoil users or submissions from relevant authorities. 


        10.2. Upon
the expiration of the license term, fulfillment of the license agreement, or other causes of termination of the right to use the subsoil, the subsoil user shall
submit an application for cancellation of such right, and return the license—along with all annexes and geological documentation at the date of termination of work, as well as other
materials confirming compliance with the terms of subsoil use—to the bodies that issued the license. 


        10.3. Liability
for violation of the established procedure and terms of subsoil use is set out in articles 49 and 51 of the RF Law "On the Subsoil." 


        10.4. Disputes
concerning subsoil use shall be resolved by state authorities, a court of law, or an arbitration court in accordance with their authority and the manner
established by legislation pursuant to article 50 of the RF Law "On the Subsoil." 



	Acting Head,

Novgorod Oblast Department of Natural

Resources and Environmental Protection,

Russian Ministry of Natural Resources	 	Authorized representative of the

Oblast Administration,

Chairman of the Economic Committee
	 	 	N. V. Kazakov	 	 	 	A. A. Shalumev
	 	 	2002	 	 	 	2002




Director of enterprise

receiving license  


 Executive Director,

Rodniki Valdaya LLC

[signature] I. A. Shutov

December 2, 2002









QuickLinks



Exhibit 4.5

Annex 3