Exhibit 4.2.1

SIDE LETTER

27
January 2005

|To: | UBS (Luxembourg) S.A.
(the "Issuer")                                                    
|--- | ----------------------------------------------------------------------------------------
|    | The Bank of New York
(the "Trustee")                                                    
|    | The Bank of New York, London Office
(the "Principal Paying Agent and Transfer Agent")   
|    | and                                                                                     
|    | The Bank of New York, New York Office
(the "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 "Issuer") 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") and additionally guaranteed by 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 and Roska OJSC (now Baltic Milk Dairy OJSC) (together
the "New Guarantors").

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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:

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:

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SECOND DEED OF ACCESSION

27
January 2005

|To:   |  | UBS (Luxembourg) S.A.
(the "Issuer")                                                    
|----- |  | ----------------------------------------------------------------------------------------
|      |  | The Bank of New York
(the "Trustee")                                                    
|      |  | The Bank of New York, London Office
(the "Principal Paying Agent and Transfer Agent")   
|      |  | and                                                                                     
|      |  | The Bank of New York, New York Office
(the "Paying Agent, Transfer Agent and Registrar")
|From: |  | Dairy OJSC (OAO "Molochny Kombinat")
(the "Additional Guarantor")                       

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 "Issuer") 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") and additionally guaranteed by 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 and Roska OJSC (now Baltic Milk Dairy OJSC) (together
the "New Guarantors").

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8.     Governing Law and Jurisdiction

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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:
.......................................................................
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:

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:

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Executed
as a deed by DAIRY OJSC (OAO "MOLOCHNY KOMBINAT")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:                                                 

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SCHEDULE
Contact details of the Additional Guarantor

DAIRY OJSC (OAO "MOLOCHNY KOMBINAT")

|Address:      |  | U1. Gibridnaya, 2
352700
Timashevsk
Krasnodarsky Kray
Russian Federation
|------------- |  | ------------------------------------------------------------------------
|Fax:          |  | +7(095) 105 58 00                                                       
|Telephone:    |  | +7(095) 105 58 05                                                       
|Contact Name: |  | Jay Yadegar                                                             

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