**Exhibit4.2.3**

July 10, 2006

To:          UBS Luxembourg S.A.

36-38 Grand-Rue

L-1660 Luxembourg

Attention: MichaelSchwitter/Fleming Gerster

Facsimile:+352 45 1212 703

To:          The Bank of New York

One Canada Square

Canary Wharf

London E14 5AL

Attention: CorporateTrust Administration

Facsimile:+44 20 7964 6399

Dear Sir/Madam

**U.S.$150,000,0008.5% Loan Participation Notes due 2008 (the “Notes”) issued by, but withoutrecourse to, UBS (Luxembourg) S.A. (the “Bank”) for the sole purpose of fundinga U.S.$150,000,000 loan (the “Loan”) to Wimm-Bill-Dann Foods OJSC (the “Borrower”),such loan unconditionally, irrevocably, jointly and severally guaranteed by OAOLianozovo Dairy Plant, OAO Tsaritsino Dairy Plant, ZAO Trade CompanyWimm-Bill-Dann, Dairy Baltic milk OJSC (formerly Roska OJSC) and Dairy OJSC (OAO “Molochny Kombinat”) (togetherthe “Guarantors”)**

We refer to the loan agreement dated 14 May2003 entered into between the Borrower and the Lender (the “**Loan Agreement**”) in connection with theabove-mentioned Loan.  Terms used but notdefined herein shall have the meanings given to them in the Loan Agreement.

It is expected that on or about 1 May 2007, OAOTsaritsino Dairy Plant, Baltic milk OJSC (formerly Roska OJSC) and Dairy OJSC(OAO “Molochny Kombinat”) will be absorbed into OAO Lianozovo Dairy Plant. Accordingly, all the rights and obligations of these Guarantors will beassumed by OAO Lianozovo Dairy Plant and these Guarantors will cease to be Guarantorsof the Loan from the date of such dissolution.

We refer you to Clause 14.13(d) of the LoanAgreement which provides that, provided that the Borrower complies with therequirements of Clause 14.13 of the Loan Agreement, the Guarantee in relationto any Guarantor can be terminated at any time by the Borrower and the relevantGuarantor without the consent of the Lender and the agreed funding source (asdefined in the Loan Agreement), provided that a notice of such intendedtermination is delivered to the Lender and the Trustee no later than 20 daysbefore such intended termination.

Accordingly, we hereby give you notice that wewish to terminate the Guarantees of OAO Tsaritsino Dairy Plant, Dairy Baltic milkOJSC (formerly Roska OJSC) and Dairy OJSC (OAO “Molochny Kombinat”) with effect from 1 January 2007.

We also give you notice that on or about 31 August 2006 OAO LianozovoDairy Plant will change its name to OJSC Wimm-Bill-Dann. This change of namewill have no effect on any of the obligations of OAO Lianozovo Dairy Plantunder the Guarantee.

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We further confirm that, following the termination of theguarantees, the Borrower will be incompliance with the requirements of Clause 14.13.

Kindly confirm your agreement to the termination of such Guarantees bycounter-signing this letter.

This letter shall be governed by and construed in accordance with Englishlaw.

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Yours faithfully,

**WIMM-BILL-DANNFOODS OJSC**

By:

By:

**OAOTSARITSINO DAIRY PLANT**

By:

By:

**DAIRY BALTIC MILK OJSC**

By:

By:

**DAIRY OJSC**

By:

By:

**OAO LIANOZOVO DAIRY PLANT**

By:

By:

We hereby acknowledge receipt, and confirm ouragreement to the terms, of this letter

**UBS (LUXEMBOURG) S.A.**

By:

**THE BANK OF NEW YORK**

By:

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