Exhibit 4.2.2

SIDE LETTER

23
January 2004

|    |                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To: | UBS (Luxembourg) S.A.
(as Issuer)
The Bank of New York
(as Trustee)
The Bank of New York, London Office
(as Principal Paying Agent and Transfer Agent)
and
The Bank of New York, New York Office
(as Paying Agent, Transfer Agent and Registrar)

Dear
Sirs,

U.S.$150,000,000 8.5% Loan Participation Notes due 2008 (the "Notes") issued by, but without recourse to, UBS (Luxembourg) S.A. (the "Bank") for the sole purpose
of funding a U.S.$150,000,000 loan (the "Loan") to Wimm-Bill-Dann Foods OJSC (the "Borrower"), such loan initially unconditionally, irrevocably, jointly and severally
guaranteed by OAO Lianozovo Dairy Plant, OAO Tsaritsino Dairy Plant and ZAO Trade Company Wimm-Bill-Dann (together the "Initial Guarantors")

1

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Yours
faithfully,

|WIMM-BILL-DANN FOODS OJSC |         
|------------------------- | --------
|By:                       | /s/    
|By:                       | /s/    

Acknowledged
and agreed the date hereof.

|UBS (LUXEMBOURG) S.A. | 
|--------------------- | 
|By:                   | 

|THE BANK OF NEW YORK
(as Trustee) | 
|--------------------------------- | 
|By:                               | 

|THE BANK OF NEW YORK, LONDON OFFICE
(as Principal Paying Agent and Transfer Agent) | 
|---------------------------------------------------------------------------------- | 
|By:                                                                                | 

|THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar) | 
|------------------------------------------------------------------------------------- | 
|By:                                                                                   | 

2

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Yours
faithfully,

|WIMM-BILL-DANN FOODS OJSC | 
|------------------------- | 
|By:                       | 
|By:                       | 

Acknowledged
and agreed the date hereof.

|UBS (LUXEMBOURG) S.A. |                   | 
|--------------------- | ----------------- | 
|By:                   | /s/    F. Gerster | 

|THE BANK OF NEW YORK
(as Trustee) | 
|--------------------------------- | 
|By:                               | 

|THE BANK OF NEW YORK, LONDON OFFICE
(as Principal Paying Agent and Transfer Agent) | 
|---------------------------------------------------------------------------------- | 
|By:                                                                                | 

|THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar) | 
|------------------------------------------------------------------------------------- | 
|By:                                                                                   | 

3

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Yours
faithfully,

|WIMM-BILL-DANN FOODS OJSC |  | 
|------------------------- |  | 
|By:                       |  | 
|By:                       |  | 

Acknowledged
and agreed the date hereof.

|UBS (LUXEMBOURG) S.A. | 
|--------------------- | 
|By:                   | 

|THE BANK OF NEW YORK
(as Trustee) |                         
|--------------------------------- | ------------------------
|By:                               | /s/    Paul Pereira, AVP

|THE BANK OF NEW YORK, LONDON OFFICE
(as Principal Paying Agent and Transfer Agent) |                         
|---------------------------------------------------------------------------------- | ------------------------
|By:                                                                                | /s/    Paul Pereira, AVP

|THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar) |                         
|------------------------------------------------------------------------------------- | ------------------------
|By:                                                                                   | /s/    Paul Pereira, AVP

4

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DEED OF ACCESSION

23
January 2004

|      |  |                                                                                                                                                                                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To:   |  | UBS (Luxembourg) S.A.
(as Issuer)
The Bank of New York
(as Trustee)
The Bank of New York, London Office
(as Principal Paying Agent and Transfer Agent)
and
The Bank of New York, New York Office
(as Paying Agent, Transfer Agent and Registrar)               
|From: |  | Nevskij Dairy Trade House Ltd.
Lianozovo-Samara LLC
Limited Liability Company Ural Dairy Traiding HouseWimm-Bill-Dann
Donskoi Dairy Trading HouseWimm-Bill-Dann LLC
Krasnodar dairy Trade HouseWimm-Bill-Dann LLC
Roska OJSC
(together the "New Guarantors")

Dear
Sirs,

U.S.$I50,000,000 8.5% Loan Participation Notes due 2008 (the "Notes") issued by, but without recourse to, UBS (Luxembourg) S.A. (the "Bank") for the sole purpose
of funding a U.S.$150,000,000 loan (the "Loan") to Wimm-Bill-Dann Foods OJSC (the "Borrower"), such loan initially unconditionally, irrevocably, jointly and severally
guaranteed by OAO Lianozovo Dairy Plant, OAO Tsaritsino Dairy Plant and ZAO Trade Company Wimm-Bill-Dann (together the "Initial Guarantors")

5

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6

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7

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IN
WITNESS whereof this Deed of Accession has been entered into by each party hereto on the date which appears first on page 1.

Executed
as a deed by UBS (LUXEMBOURG) S.A.and signed and delivered as a deed by:

|By: | /s/    H. Wiersing |  | /s/    F. Gerster
|--- | ------------------ |  | -----------------

on
its behalf in the presence of:

Witness:    Rinaldo
Di Fabio

Signature:

Name:    UBS
(Luxembourg) S.A.

Address:    36-38
Grand-rue, P.O. Box 2, L-2010 Luxembourg

Executed
as a deed by THE BANK OF NEW YORK (as Trustee)and signed and delivered as a deed by:
.......................................................................
on its behalf in the presence of:

Witness:

Signature:

Name:

Address:

Executed
as a deed by THE BANK OF NEW YORK, LONDON OFFICE
(as Principal Paying Agent and Transfer Agent)and signed and delivered as a deed by:
.......................................................................
on its behalf in the presence of:

Witness:

Signature:

Name:

Address:

8

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IN
WITNESS whereof this Deed of Accession has been entered into by each party hereto on the date which appears first on page 1.

Executed
as a deed by UBS (LUXEMBOURG) S.A.and signed and delivered as a deed by:
.......................................................................
on its behalf in the presence of:

Witness:

Signature:

Name:

Address:

Executed
as a deed by THE BANK OF NEW YORK (as Trustee)and signed and delivered as a deed by:

|By: | /s/    Paul Pereira, AVP | 
|--- | ------------------------ | 

on
its behalf in the presence of:

Witness:    Daniel
Wynne, AVP

Signature:

Name:

Address:
One Canada Sq., London

Executed
as a deed by THE BANK OF NEW YORK, LONDON OFFICE
(as Principal Paying Agent and Transfer Agent)and signed and delivered as a deed by:

|By: | /s/    Paul Pereira, AVP | 
|--- | ------------------------ | 

on
its behalf in the presence of:

Witness:    Daniel
Wynne, AVP

Signature:

Name:

Address:
One Canada Sq., London

9

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Executed
as a deed by THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar)and signed and delivered as a deed by:

|By: | /s/    Paul Pereira, AVP | 
|--- | ------------------------ | 

on
its behalf in the presence of:

Witness:    Daniel
Wynne, AVP

Signature:

Name:

Address:    One
Canada Sq., London

Executed
as a deed by NEVSKIJ DAIRY TRADE HOUSE LTD.and signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by LIANOZOVO-SAMARA LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

10

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Executed
as a deed by THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar)and signed and delivered as a deed by:
.......................................................................
on its behalf in the presence of:

Witness:

Signature:

Name:

Address:

Executed
as a deed by NEVSKIJ DAIRY TRADE HOUSE LTD.and signed and delivered as a deed by:

|By: | /s/     |  | and |  | /s/    
|--- | -------- |  | --- |  | --------

|Chief Executive Officer                                |  |  |  | Chief Accountant                                            
|------------------------------------------------------ |  |  |  | ------------------------------------------------------------
|on its behalf in the presence of:                      |  |  |  | on its behalf in the presence of:                           
|Witness:                                               |  |  |  | Witness:                                                    
|Signature:                                             |  |  |  | Signature:                                                  
|Name:    Rabovie Irina                                 |  |  |  | Name:    Nikitin Sergey                                     
|Address:    Shestoi str 2-304 Saint-Petersburg, Russia |  |  |  | Address:    Hudozhnikov Pr. 23-1-53 Saint-Petersburg, Russia

Executed
as a deed by LIANOZOVO-SAMARA LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

11

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Executed
as a deed by THE BANK OF NEW YORK, NEW YORK OFFICE
(as Paying Agent, Transfer Agent and Registrar)and signed and delivered as a deed by:
.......................................................................
on its behalf in the presence of:

Witness:

Signature:

Name:

Address:

Executed
as a deed by NEVSKIJ DAIRY TRADE HOUSE LTD.and signed and delivered as a deed by:

|                                                         |  |     |  |                                                         
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|........................................................ |  | and |  | ........................................................
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by LIANOZOVO-SAMARA LLCand signed and delivered as a deed by:

|By: | /s/     |  | and |  | /s/    
|--- | -------- |  | --- |  | --------

|Chief Executive Officer           |  |  |  | Chief Accountant                 
|--------------------------------- |  |  |  | ---------------------------------
|on its behalf in the presence of: |  |  |  | on its behalf in the presence of:
|Witness:                          |  |  |  | Witness:                         
|Signature:                        |  |  |  | Signature:                       
|Name:                            |  |  |  | Name:                           
|Address:                         |  |  |  | Address:                        

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Executed
as a deed by LIMITED LIABILITY COMPANY
URAL DAIRY TRAIDING HOUSEWIMM-BILL-DANNand signed and delivered as a deed by:

|By: | /s/     |  | and |  | /s/    
|--- | -------- |  | --- |  | --------

|Chief Executive Officer                                      |  |  |  | Chief Accountant                                                     
|------------------------------------------------------------ |  |  |  | ---------------------------------------------------------------------
|on its behalf in the presence of:                            |  |  |  | on its behalf in the presence of:                                    
|Witness:                                                     |  |  |  | Witness:                                                             
|Signature:                                                   |  |  |  | Signature:                                                           
|Name:    Elena Zoedturine                                    |  |  |  | Name:    Porceva Alla                                                
|Address:    Polevaya 11, 12, Novosidinsk, Russian Federation |  |  |  | Address:    Nagornaya 17, Berezovski Sverdlovskya, Russian Federation

Executed
as a deed by DONSKOI DAIRY TRADING HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by KRASNODAR DAIRY TRADE HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

13

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Executed
as a deed by LIMITED LIABILITY COMPANY
URAL DAIRY TRAIDING HOUSEWIMM-BILL-DANNand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by DONSKOI DAIRY TRADING HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|By: | /s/     |  | and | /s/    
|--- | -------- |  | --- | --------

|Chief Executive Officer                                     |  |  |  | Chief Accountant                                           
|----------------------------------------------------------- |  |  |  | -----------------------------------------------------------
|on its behalf in the presence of:                           |  |  |  | on its behalf in the presence of:                          
|Witness:                                                    |  |  |  | Witness:                                                   
|Signature:                                                  |  |  |  | Signature:                                                 
|Name:    Uikhaylev K.A.                                     |  |  |  | Name:    Tebedev B.V.                                      
|Address:    Bratskiy per, 17 344082, Rostov-na-Dony, Russia |  |  |  | Address:    Bratskiy per, 17 344082, Rostov-na-Dony, Russia

Executed
as a deed by KRASNODAR DAIRY TRADE HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

14

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Executed
as a deed by LIMITED LIABILITY COMPANY
URAL DAIRY TRAIDING HOUSEWIMM-BILL-DANNand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by DONSKOI DAIRY TRADING HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|........................................................ |  | and |  | ........................................................
|-------------------------------------------------------- |  | --- |  | --------------------------------------------------------
|Chief Executive Officer                                  |  |     |  | Chief Accountant                                        
|on its behalf in the presence of:                        |  |     |  | on its behalf in the presence of:                       
|Witness:                                                 |  |     |  | Witness:                                                
|Signature:                                               |  |     |  | Signature:                                              
|Name:                                                    |  |     |  | Name:                                                   
|Address:                                                 |  |     |  | Address:                                                

Executed
as a deed by KRASNODAR DAIRY TRADE HOUSEWIMM-BILL-DANN LLCand signed and delivered as a deed by:

|By: | /s/     |  | and |  | /s/    
|--- | -------- |  | --- |  | --------

|Chief Executive Officer                        |  |  |  | Chief Accountant                              
|---------------------------------------------- |  |  |  | ----------------------------------------------
|on its behalf in the presence of:              |  |  |  | on its behalf in the presence of:             
|Witness:                                       |  |  |  | Witness:                                      
|Signature:                                     |  |  |  | Signature:                                    
|Name:    Mizoshnichenko O.S.                   |  |  |  | Name:    Wifadyeva T.A.                       
|Address:    ul. Moskovskaya, 69 350072, Russia |  |  |  | Address:    ul. Moskovskaya, 69 350072, Russia

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Executed
as a deed by ROSKA OJSCand signed and delivered as a deed by:

|By: | /s/     |  | and |  | /s/    
|--- | -------- |  | --- |  | --------

|Chief Executive Officer                                |  |  |  | Chief Accountant                                            
|------------------------------------------------------ |  |  |  | ------------------------------------------------------------
|on its behalf in the presence of:                      |  |  |  | on its behalf in the presence of:                           
|Witness:                                               |  |  |  | Witness:                                                    
|Signature:                                             |  |  |  | Signature:                                                  
|Name:    Rabovie Irina                                 |  |  |  | Name:    Nikitin Sergey                                     
|Address:    Stasova str 2-304 Saint-Petersburg, Russia |  |  |  | Address:    Hudozhnikov Pr. 23-1-53 Saint-Petersburg, Russia

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SCHEDULE    Contact details of the New Guarantors

NEVSKIJ DAIRY TRADE HOUSE LTD.

Address:
Shestoi Verchniy per., 1, promzona Pamas, 194292, St.-Petersburg, Russian Federation
Fax: 105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

LIANOZOVO-SAMARA LLC

Address:
proezd Malytseva, 9, 443022, Samara, Russian Federation
Fax: 105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

LIMITED LIABILITY COMPANY
URAL DAIRY TRAIDING HOUSEWIMM-BILL-DANN

Address:
ul. Krasnoarmeyskaya, 76, 620055, Ekaterinburg, Russian Federation
Fax: 105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

DONSKOI DAIRY TRADING HOUSEWIMM-BILL-DANN LLC

Address:
Bratskiy per, 17, 344082, Rostov-na-Dony, Russian Federation
Fax: 105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

KRASNODAR DAIRY TRADE HOUSEWIMM-BILL-DANN LLC

Address:
ul. Moskovskaya, 69, 350072, Krasnodar, Russian Federation
Fax:105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

ROSKA OJSC

Address:
Shestoi Verchniy per., 1, promzona Pamas, 194292, St.-Petersburg, Russian Federation
Fax: 105-58-00
Telephone: 105-58-05
Contact Name: Jay Yadegar

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