**Exhibit 4.2**

 

Contract No. P81044

 

**CJSC “TetraPak”,**Moscow, hereinafter referred to as the “Seller”, represented by theCommercial Operations Director Winfried Muehling, acting on the basis of Powerof attorney 10-12/125 dated 01/01/2008, on the one part, and

 

**OAO “Wimm-Bill-Dann”**, Moscow, Russia,hereinafter referred to as the “Buyer”, represented by Purchasing DirectorSkorobogatov A.V., acting on the basis of Power of Attorney #331dated17.01.2008, on the other part, have concluded the present contract on thefollowing:

 

**1. SUBJECT OFTHE CONTRACT.**

 

1.1. The Seller sells and theBuyer buys packaging material for packaging of food (milk, juices, milk-containing and juice-containing food products) together with respectiveadditional materials (Strips, Caps, Straws and etc.) in accordance with theSpecification (Annex No.1 to the present contract), hereinafter referred to as “theGoods”, and custom cleared (if applicable) and free from third parties rightsand charges.

 

1.2. Deliveries shall befulfilled as per orders placed by the Buyer in accordance with the Annex No. 2.The orders are placed by the Buyer mainly via e-business electronic system.Orders may also be placed by fax/e-mail.

 

**2. TOTALCONTRACT AMOUNT.**

 

Approximate amount of theContract is EURO 140 000 000 (one hundred forty million), VAT excluded. Theexact amount of the Contract is to be determined according to the actualdeliveries of the Goods.

 

**3. PRICE OFTHE CONTRACT.**

 

3.1. Price of the Goodsstipulated in the Specification (Annex No.1 to the present Contract), is givenin EURO and comprises the following:

· cost ofpackaging material ex manufacturing plant stated in the specification (Annexno.1 to the present contract);

 

 
| THE SELLER |   | THE BUYER |
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Contract No. P81044

 

· cost of pallets

 

3.2. In case packagingmaterial is shipped from TP Moscow factory, the Seller is obliged to provetransport costs reinvoicing by submitting to the Buyer copies of the invoicesissued to the Seller by the transport companies, if another is not agreedbetween parties.

 

3.3. The price of the Goodsexcludes VAT and other taxes due for payment by the Buyer. VAT is to be paid atthe rate valid at the date of the invoice issued by the Seller.

 

3.4. Price of the Goodsexcludes the following:

· cost of LS-strip(for roll-fed material; is shown in the invoices separately);

· cost ofinsurance (**[*]**% from the price ofthe Goods; added to the price of the Goods, is shown separately in thedocuments);

 

· cost oftransportation (added to the price of the Goods; is shown separately in thedocuments);

 

3.5. The cost of insurance andtransportation are included in the invoices separately and due for payment bythe Buyer within terms stipulated in the item 4.1 of the present contract.

 

3.6. Price of the Goods andcurrency of the contract can be amended by the Seller within validity of thepresent contract by written mutual agreement of the Parties.

 

3.7. The Seller should come toan agreement with the Buyer about the new prices and/or change of currency notlater than **[*]**before the changesenter into force.

 

**4. QUANTITYOF GOODS AND TERMS OF PAYMENT.**

 

4.1. Payment should be made inrubles by the bank transfer to the Seller’s account (refer to article 16) inaccordance with the exchange rate of the Central Bank of RF on the date ofwriting off the amount from the Buyer’s account. Factura-invoices should bepaid within **[*]**calendar****daysfrom the date of its issuing

 

 
| THE SELLER |   | THE BUYER |
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Contract No. P81044

 

but not earlier than thedelivery of the Goods to the Buyer’s warehouse.

 

4.2. Date of issue of thefactura-invoice can not be earlier than the date of dispatch.

 

4.3. In case the Buyerbreaches payment terms on its fault, the Seller has the right to charge thepenalty on overdue amount on the basis of 20% annual rate for every day ofdelay. The Seller should inform the Buyer in written if such penalties areimplemented.

 

4.4. Due to productioncharacteristics, the Seller has the right to deliver up to 10% above or belowthe quantity of ordered Goods. In this case delivery is considered to be agreedon the terms of the present contract. In the end of each month the partiesshall sign statement of accounts based on actually delivered goods. Thisstatement forms the ground for final accounts.

 

**5. TERMS OFDELIVERY.**

 

5.1. The Goods are to bedelivered to the Buyer’s warehouses by transport of the Seller at the Buyer’sexpense unless otherwise is specified in the order delivery address:

 

OJSC Wimm-Bill-Dann

Russia, 115201, Moscow, 1st Varshavsky proezd, 6

Russia, 127591, Moscow, Dmitrovskoe sh, 108

Russia, 127591, Moscow, Dmitrovskoe sh, 108A

Russia, 121471, Moscow, Ryabinovaya str, 51

 

OJSC WBD branch Timashevsky Dairy

Russia, 352700, Krasnodar region, Timashevsk Gibridnayastr., 2

 

OJSC WBD branch Ufamolagroprom

Russia, 450038, Ufa, Internatsionalnaya str., 129a

 

OJSC WBD branch Nizhegorodsky Dairy

Russia, 603309, Nizhny Novgorod,  Larina str., 19

 

OJSC WBD branch Vladivostoksky Dairy

Russia, Pervaya Rechka station, DalnevostochnayaRailway, station code -981307

 

OJSC WBD branch Sibirskoe Moloko

Russia, Kleshchikha station, West-Siberia Railway,station code -850204

 

OJSC WBD branch Obninsky Dairy

Russia, Kaluga Region, Obninsk, Kurchatova str., 53

 

OJSC WBD branch Nazarovskoe Moloko

Russia, Achinsk station, Krasnoyarskay Railway

 

OJSC WBD branch Anninskoe Moloko

Russia, 396250, Voronezhskaya oblast, p.g.t. Anna,Sevastopolskaya str., 4

 

OJSC WBD branch Baltiiskoe Moloko

Russia, 1942921, S-Petersburg, promzona Parnas, 6-Verhnyper., 1

 

OJSC WBD branch EKDP

Russia, 307100, Kursk region, Fatezh area, pos.Chermoshnoy

 

OJSC WBD branch Manros M

Russia, Omsk-Vostochny station, West-Siberia Railway,station code — 831203

 

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Contract No. P81044

 

5.2. Delivery is to be made byfully-loaded trucks according to the order agreed by the parties, the onlyexception being the last shipment.

 

5.3.1. Dispatch of all kindsof the Goods should be made within **[*]**workingdays, after the Seller receives the official order from the Buyer provided theSeller has the design - the original proof of technological texts signed anddated, duly approved by the Buyer.

 

5.3.2. The Seller is obligedto deliver the Goods during period stipulated in the Annex No4 depending on theplace of dispatch and the place of delivery. Periods of delivery are calculatedfrom the moment of dispatch of the Goods from the Seller’s factories. In caseif delivery date of Goods is exceeds period of time indicated in p 5.3.1 thendelivery time indicated in Annex 4 should be calculated from the latest date ofdispatch described  in p 5.3.1.

 

 
| THE SELLER |   | THE BUYER |
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Contract No. P81044

 

5.3.3. Delivery Date,confirmed by Seller, can not be out of dates, calculated in accordance withpoint 5.3.2. In case if delivery date is out of delivery time maximum range,calculated in accordance with point 5.3.2 and another didn’t agreed betweenparties, then delivery date should be the last day, calculated in accordancewith point 5.3.2.

 

5.3.4. Confirmation of theorder serves as a confirmation that the Seller has the design corresponding tothe order.

 

5.4. The design should be madein accordance with the design color printout provided by the Buyer and agreedupon between the Buyer and the Seller. Signed and dated design proof is to beconsidered as the final version of design for production of placed order.

 

5.5. In case the Buyer changesthe design during the production of the order already placed and confirmed,within 24 hours from the receipt of the notification about renewal of designand stoppage of production of the order with old design, the Seller has tostop the production of the order with the design to be amended, and the Buyeris obliged to buy already produced lot of Goods and/or to pay the costsconnected with the preparation of the order for production as per documentsconfirming actual costs.

 

5.6. Any changes in thedesigns existing at the moment of signing of the present contract as well aselaboration of new designs are to be made by the

 

 
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Contract No. P81044

 

Seller at the terms agreedupon with the Buyer and stipulated in the separate contract.

 

5.7. In case of delay ofdelivery at the Seller’s fault, the Buyer has the right to charge the penaltyon delayed lot of delivery amount on the basis of 20% annual rate for every dayof delay. The Buyer should inform the Seller in written if such penalties areimplemented.

 

5.8. The Buyer shall undertakethe costs of storage of unpaid Goods at the Seller’s warehouse in case of delayin shipment of the Goods, if such delay occurred due to the Buyer’s fault andexceeded 7 (seven) calendar days from the maximum dispatch date, calculated inaccordance with points 5.3.1. and 5.3.2. The Seller should provide the Buyerwith the report about the actual storage costs. Storage costs are calculatedstarting from 8th calendar day.

 

After 7 (seven) days expire,the Seller has the right to invoice to the Buyer actually born storage costsand to dispatch the Goods to the Buyer on the 10th (tenth) day by the Seller’stransport at the Buyer’s expense with 2 (two) workings days written preliminarynote to the Buyer. In this case the Buyer has to accept the Goods at the Buyer’swarehouse within 24 (twenty four) hours from the moment of arrival of the truckto the Buyer’s warehouse provided the date of arrival is a working day.

 

5.9. The Seller shall send tothe Buyer shipment advice immediately after shipment of the truck from thefactory/customs terminal and supply the Buyer with the transport documents foreach shipment lot by fax/e-mail within 48 (forty eight) hours from thedelivery.

 

5.10. The Buyer shall beinformed in advance about the possibility of transfer the production ofpackaging material to another production facility. This decision shall be madeby mutual agreement of the parties.

 

5.11. The Buyer shallcompensate to the Seller the costs connected with the demurrage of unloaded

 

 
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Contract No. P81044

 

truck, starting from the dayafter the agreed date of arrival of the truck to the address indicated in thetransport documents, on the basis of 150,00 EURO (VAT excluded) per day for thedemurrage of unloaded truck arrived from Tetra Pak factories provided the truckarrives to the address indicated in the transport  documents not later than 12:00am on theagreed arrival date.

 

5.11.1. In case the truckarrives to the address, specified in the transport documents, earlier than theagreed arrival date, the demurrage cost from the moment of arrival of the trucktill agreed delivery date should not be charged.

 

5.11.2. In case the truckarrives to the address, specified in the transport documents, later than12:00am at the agreed arrival date, the demurrage cost should be calculatedafter 24 (twenty four) hours from the time of arrival of the truck to the Buyer’swarehouse.

 

5.11.3. In case the truckarrives to the address, specified in the transport documents, later than theagreed arrival date, the demurrage cost should be calculated after 48 (fortyeight) hours from the actual time of arrival of the truck to the Buyer’swarehouse. Actual time of arrival of the truck (date, time) is to be stated bythe Buyer’s representative in the transport documents.

 

The remarks of the Buyer’srepresentative and transport company representative in the transport documentsare to be the basis for the demurrage calculation (transport waybill — fordomestic deliveries, CMR — for import deliveries).

 

5.12. Delivery date isconsidered to be the date of delivery of the Goods to the buyer’s warehouse.The Buyer shall return to the Seller signed copy of delivery note TORG-12within 15 (fifteen) days from the date the Seller provides the Buyer with thisdocument but not earlier than the delivery date.

 

5.13. In spite of deliveryterms agreed upon by the parties, the title of the Goods transfers to the Buyerfrom the moment of dispatch of the Goods from the Seller’s warehouse to theforwarder; in case of import delivery of the Goods — from the date of

 

 
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Contract No. P81044

 

customs clearance and releaseof the Goods for free circulation on RF territory.

 

**6.TRANSPORTATION RISK.**

 

6.1. The Seller shall take therisk of loss or damage to the Goods which might arise during transportation ofthe Goods to the Buyer’s warehouse by the Seller’s transport.

 

6.2. The Seller shall reimburseto the Buyer all the losses including transportation costs and insuranceoccurred due to the damage of the Goods during transportation provided theBuyer fulfills the terms stated in the article **10.7 of the present contract “Acceptance of the Goods damaged during thetransportation”.**The Buyer shall determine the form of reimbursementby cash or by delivery.

 

**7.REQUIREMENTS TO PAYMENT ORDERS.**

 

The Buyer shall specify thefollowing information when filling in the payment orders for prepayment or paymentaccording to the invoice:

· Date and numberof the factura-invoice

**·******INN

· Exchange rate atthe date when the money have been written off from the Buyer’s account.

· Name of WBDbranch or site, which is performing payment.

In case repayment or paymentagainst invoice is made by the third party, the name of the Buyer must bestipulated in the payment order in addition to the items above.

 

**8. PACKINGAND MARKING.**

 

8.1. The Goods are to bedispatched in packing suitable for Iong distance transportation. Each cargounit (pallet) is wrapped in polyethylene film. Marking of the pallet shall beas follows:

 
| **Consignee:**               |   |   |
|------------------------------|--------|--------|
| **Address of  destination:** |   |   |
| **Name of the  Seller:**     |   |   |
| **Name of the  Goods:**      |   |   |
| **Pallet  weight:**          |   |   |
| **Quantity:**                |   |   |
| **Manufacture  date:**       |   |   |
| **Lot number:**              |   |   |

 

**9. STORAGETERMS.**

 

9.1. Each pallet withpackaging material is wrapped in polyethylene film.

 

 
| THE SELLER |   | THE BUYER |
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9.2. Pallets with roll-fedpackaging material can be stacked in three rows on top of each other providedthey are separated by the rigid dividers. Pallets with blank packaging materialare prohibited for stacking in more than one row.

 

9.3. Transportation palletsare irrevocable and its lifetime is limited.

 

9.4. The Goods must be storedonly on pallets, 100mm min away from the walls.

 

9.5. The Goods must not beexposed to direct moisture (such as pipes evaporation) or sunlight.

 

9.6. Temperature: Permittedstorage temperature is set in a range +10° - +40°C; however before theproduction the Goods must pass the adaptation period at the temperature +20° -+30° C. The optimal storage temperature is +20°C.

 

9.7. Air humidity: 40% to 65 % RH.

 

**10. ACCEPTANCEOF THE GOODS.**

 

10.1. The Buyer or Consigneeshall put the remarks (if necessary) in the transport documents duringacceptance of the Goods. In case of discrepancy between actually acceptedquantity and quantity declared in the transport document, the Buyer/Consigneeor Carrier shall put the respective remark in the transport  document.

 

10.2. Within 5 (five) calendardays from shipment date the Seller shall provide the Buyer with facturainvoiceand delivery note issued in the form legally approved by Goskomstat RF(TORG-12) for each shipment lot.

 

10.3. Final acceptance of theGoods in respect of cargo units of delivered goods is to be made by the Buyerat the site within 10 (ten) calendar days from the date of the delivery.

 

10.4. In case the Buyer hasany claims as per

 
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quality of delivered Goods ordamages which can not be seen during acceptance, he has the right to submitthese claims to the Seller within 12 (twelve) months from the delivery dateprovided all the storage requirements stipulated in the article 9 have beenmet. No claims are accepted if the above time is overdue.

 

10.5. In case of any claimsthe Buyer should prepare the claim according to the “Goods Claim Routine”(Annex No3 to the present contract).

 

10.6. If the quality/quantityclaims are submitted by the Buyer and received by the Seller not later than 12(twelve) months from the date of delivery of the Goods to the Buyer’swarehouse, the claimed goods shall be delivered to the Buyer within 30 daysfrom the date the claim has been accepted. In this case the Seller shallreimburse to the Buyer the transportation cost and insurance of theclaimed/under-delivered material.

 

**10.7.Acceptance of goods damaged during transportation.**

In case transport damage tothe Goods is found, the Buyer shall make the following steps at his own expenseand risk:

· to make theacceptance of the damaged goods,

· to immediatelyinform the Seller about the damages in written by fax/cable/e-mail,

· to take all thenecessary steps to prevent further damage and loss of the goods and transportfacilities,

· to take picturesof the damaged goods prior to unloading (the picture should show the damageand, whenever possible, the reason of the damage),

· in case of truckdelivery of damaged goods, to put the appropriate remarks in the transport  documents/CMR, to get a signature of thetransport company representative on these transport documents. In case thetransport company representative refuses to sign the transport documents withthe remark of the damage, the Buyer puts this remark by himself.

 

· in case thedamaged goods arrived by rail or by the Buyer’s transport, the Buyer, togetherwith the railways representatives, shall make the commercial certificate aboutthe damage during unloading the goods. In case it is impossible to make thiscertificate during unloading, it has to be issued

 

 
| THE SELLER |   | THE BUYER |
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Contract No. P81044

 

within the next 24 (twentyfour)  hours. Should the carrier refusesto make this commercial certificate or this certificate is issued withmistakes, the consignee is obliged to inform the forwarder in written within 3days. The letter signed by the railway authorities is to serve enough ground for the Seller to receive theBuyer’s claim for consideration.

 

· to forward theoriginals of the above listed documents to the Seller by courier service within72 (seventy two) hours from the moment of acceptance of the goods.

 

**11.INTANGIBLE PROPERTY.**

 

11.1. The Buyer releases theSeller from any obligations towards third parties connected with the ordersillegitimately placed by the Buyer.

 

11.2. Provided the Sellersticks to agreed signs, indications, texts, drawings and its allocation on theGoods in accordance with the design color printout stipulated in the article5.4. of the present contract, the Buyer releases the Seller from any responsibility for all the claims anddamages which might be caused by the use or the reproduction of the existingsomebody else’s designs, trademarks, texts or placement in respect of theprovided signs printed on the Goods.

 

11.3. The Seller confirms thefollowing:

· allocation oftrade mark by the Seller regardless of the color printout of the design (ifapplicable) shall be made by the Seller itself and shall not create obstaclesin using the Goods by the Buyer;

 

· the Seller hasobtained all the necessary owner’s permissions for trademark allocation on theGoods regardless of the design color printout (if applicable), for its use anddistribution on the Buyer’s territory;

 

· construction ofpackaging material, goods made of it, and separate elements, its form andcomposition as the objects of intellectual property are free from rights andcharges of third parties;

 

· delivered Goodsare released for free circulation on the Buyer’s territory. In case of breachof this condition the Seller is obliged to reimburse to the Buyer losses bornby the latter.

 

11.4. In case of unauthorizeduse of the Seller’s or Buyer’s trademarks by one of the parties withoutpermission, the injured party may terminate this Contract and seek for damagescompensation or any other remedies available under applicable laws.

 

**12. FORCEMAJEURE.**

 

12.1. If the Seller or theBuyer are prevented to perform its obligations in accordance with this Contractin full or partially or is unreasonably burdened by circumstances beyond hiscontrol, including but not limited to: Acts of God, civil war, mobilization,military conscription on a large scale, riots, insurrections and revolutions,sabotage, requisition, confiscation, nationalization, embargoes andexpropriation, public bans or acts of authorities, strikes, lockouts, naturalcataclysms such as hurricanes, earthquakes, lightning, fire, explosions,abnormal weather conditions for the concrete area, non-fulfillment ofobligations and delays of deliveries by subcontractors due to above mentionedcircumstances, the delay in the performance of the obligations under thepresent contract will not lead to any obligation for compensation.

 

12.2. Force-majeure circumstancesshould be proved by the certificate issued by the competent authorities.

 

12.3. The party declared thatforce-majeure circumstance occurred, should inform the other party about itwithin 7 (seven) calendar days from the moment such circumstances occur.

 

12.4. The party declared thatforce-majeure circumstance occurred, should provide the other party with thedocuments stipulated in the article 12.2. during 30 (thirty) working days fromthe

 

 
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moment such circumstancesoccur.

 

12.5. Should the above periodis violated, the respective party loose the right to refer to such circumstancesas to the ground releasing this party from the responsibility/compensation.

 

**13.ARBITRATION.**

 

13.1. The Seller and the Buyershall take all measures to settle all disputes arisen from the present contractby amicable way.

 

13.2. All disputes, differencesor demands which may arise out of or in connection with the present Contract,in respect of its fulfilment, violation or nullification, are to be settled inthe International commercial Arbitration court at the Chamber of Commerce andIndustry of RF in Moscow in accordance with it’s Rules.

 

13.3. Place of arbitration isMoscow. During the settlement of all disputes the parties must be guided by theMaterial Rules of RF.

 

**14.CONFIDENTIALITY.**

 

14.1. The parties herebyagreed that any information with stamp “confidentially”, transferred by act ofacceptance-transmission on any information carrier transferred or receivedwithin the frame of the present contract or in connection with it, is to betreated as confidential and shall not be disclosed to third parties withoutmutual agreement by the parties, with the exception of public authority demand.

 

14.2. The parties agreed thatin case of consent for the transfer of confidential information to thirdparties, the party initiated this transfer is responsible for keeping thisinformation by third parties as confidential. The parties also bearresponsibility for keeping the confidential information by its staff.

 

14.3. The confidentialityclause will as well be valid during 3 (three) years after the contract isterminated.

 

 
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**15. OTHERCONDITIONS.**

 

15.1. The contract enters intoforce from the date of its signing and is valid within 1 calendar year, i.e.till December 31, 2008 Termination of the Contract should not release theparties from the performance of its obligations acting on the date of thecontract termination.

 

15.2. All the preliminaryagreements, discussions and correspondence between the parties in respect ofthis contract are to be considered null and void from the date of signing ofthe present contract.

 

15.3. All the Annexes andAnnexes to the present contract form its integral part.

 

15.4. All the Amendments andAnnexes to the present contract are valid only if made in written form andsigned by both parties.

 

15.5. Neither party has theright to assign its obligations and rights under the present contract to anythird party without written consent of the other party.

However the Seller can assignits rights and obligations regarding this Contract to another company withinTetra Laval Group. The Buyer can assign its rights and obligations regardingthis Contract to another company within Wimm-Bill-Dann group located in theEuropean part of the Russian Federation.

In both cases the above shouldtake place against written consent of the parties.

 

15.6. If the Buyer terminatesthe present contract before its end, the Seller must immediately stop furtherproduction of the Goods for the deliveries under the present contract providedthe Buyer supplies the Seller with written intention to terminate the contractbefore its end. Should there be any orders in production, the Seller should immediatelystop further production and the Buyer is obliged to pay the price of the Goodsactually produced on the date of termination of the present contract.

 

15.7. In case of amendments inthe legislation in respect of tax rates, payments shall be effected in

 

 
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accordance with the tax ratevalid at the date of factura-invoice and delivery note. In this case VAT shallbe paid at the rate valid on the date of the Seller’s invoice.

 

15.8. The Parties herebyrecognize the documents transmitted by fax or electronic facilities, includingbut not limited to: e-mail and electronic system e-business, to be equivalentto that executed in the appropriate written form. Such documents shall bebinding upon both parties provided they are signed by authorized parties. Theparties agree that the way of transmitting the documents by fax or electronic facilities*per se*shall not  constitute the grounds to contest theirvalidity or binding character.

 

**16. LEGALADDRESSES OF THE PARTIES.**

 
| **Seller:**                                   | **Buyer:**                                   |
|-----------------------------------------------|----------------------------------------------|
| **CJSC Tetra Pak**                            | **OAO****“Wimm-Bill-Dann”**        |
| **Address:**                                  | 108, Dmitrovskoe sh., 127591, Moscow, Russia |
| 8, Wilhelm Pieck str., 129226 Moscow, Russia. | Savings Bank of Russia, Moscow, 6            |
| **Account:**                                  | Boljshaja Andronyevskaya Street,             |
| INN 7706017070                                | 109544, Moscow, Russia                       |
| Acc. 40702810900001000943 with ING Bank       | Current account No 40702810038000130059      |
| Evrazia Moscow                                | INN 7713085659                               |
| Corr. acc. 30101810500000000222               | OKONKH 81200, 72200, 71500, 18151, 84100     |
| BIK 044525222 KPP 774850001                   | OKPO 05268977                                |
| Address of the Bank:                          | Corr. acc. 30101810400000000225              |
| 127473, Moscow, Krasnoproletarskaya st, 36    | BIK 044525225                                |

 

The Contract is made inEnglish and Russian languages in two copies, one for each party. In caseof  differences between English andRussian texts the Russian text shall always prevail over the English text.

 

Annex 1: Specification of theGoods

Annex 2: LQS and Quantitydiscounts for packaging material.

Annex 3: Packaging materialclaim routine.

Annex 4: Periods of deliveryof the Goods.

Annex 5: Packaging &additional materials forecast

 

FORAND ON BEHALF OF THE SELLER

 
| Date:  01 March 2008 |   | /s/  (Winfried Muehling Commercial Operations Director) |
|---------------------------|--------|---------------------------------------------------------|

 

FORAND ON BEHALF OF THE BUYER

 
| Date:  01 March 2008 |   | /s/  (Skorobogatov A. V. Purchasing Director) |
|---------------------------|--------|-----------------------------------------------|

 
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