### EXHIBIT 10.8.2 - Customs Clearance - ZAO Cargo (2011) (Redacted - 2/12)

CONTRACT FOR CUSTOMS CLEARANCE SERVICES

For non-residents of the Russian Federation

No. 00315/00-11-__

St. Petersburg

June 1, 2011

ZAO Cargo Terminal Pulkovo, a close joint-stock
company (hereafter "the Customs representative"), 
as the represented Director of Deavy VV Drozdov

acting on the basis of Attorney

on the one hand, and  BALTIA AIRLINES INC.,

hereafter "the Declarant", as represented by
Igor Dmitrowsky,   on the other hand (hereafter "the Parties") ,  
have entered into this Contract in witness of the following:

1. SUBJECT OF THE CONTRACT

1.1. The Customs representative shall, on behalf, on the instructions and at the expense  of the
Declarant, perform  or provide  performance of a set of services for customs clearance of the
Declarant's cargos  at the Pulkovo Customs Office.

1.2.  The  status  of  the  «Customs  representative»  (No. 0315/00   of  17.02.2011  in  the
Customs representatives register) is in compliance with the requirements of the effective customs
laws of the RF.

1.3. The Declarant shall provide the cargo and all necessary cargo documentation, and pay the
Customs representative a compensation in the amount, procedure,  and instrument as provided by
the terms hereof.

2. RESPONSIBILITIES OF THE PARTIES

2.1. The Customs representative shall:

2.1.1. Provide timely and high-quality customs clearance of the Declarant's cargoes on the basis
of the Declarant' s written application of the established  form (Appendix 1).

2.1.2.  Provide customs clearance of the Declarant's cargoes,  submit documents and additional
data necessary for customs clearance to the customs authority, present the Declarant during the
customs inspection of the declared goods . The dates and procedure  of customs clearance shall
be regulated by the requirements of the RF customs laws.

2.1.3. On behalf and at the expense of the Declarant,
provide payment of customs fees and other dues provided by the RF customs laws in respect of
the declared cargoes.

2.1.4.  Keep confidential any commercial classified
information contained in the data provided by the  Declarant.

2.1.5.  Check the correctness  of the documents filled in by the Declarant,  and inform the
Declarant of any errors found. Request the necessary  additional data from the  Declarant where the information is incomplete.

2.1.6.  By written agreement  with the Declarant, the Customs representative may pay the
required customs fee, penalty, fine, or make other required payments with its own funds. In such
cases, the Declarant agrees to reimburse  the Customs representative's losses within 3 days after
the invoice has been issued by the Customs representative. to the amount of the payment actually
made, taking into account  the clauses of the p.3.2. of the Contact.

2.2. :  The Declarant  shall:

2.2.1.  Timely apply in writing, to the established form (Appendix 1), for the Customs
representative's services, and issue an Authorization  (Appendix 2) to the Customs representative
for performance  by the Customs representative  of the obligations undertaken thereby under this
Contract.

2.2.2.  Provide the Customs representative  with documents  required for customs clearance
(Appendix 3), and other information  needed by the Customs broker to perform its obligations
under this Contract. Should the Declarant fail to provide such required information,  the Customs
representative  may avoid starting to perform the appropriate obligations  until such information
is provided. Any documents that bear no necessary  data enabling customs clearance or
performance  of other obligations hereunder  by the Customer representative  shall be deemed
unprovided.

2.2.3.  Fully reimburse any documented costs and losses of the Customs representative  incurred
thereby in. fulfilling its obligations  under this Contract, and penalties applied to the Customs
broker by the customs authorities for any breach of the RF customs laws attributable to the
Declarant  or its partners.

2.2.4.  Pay the Customs representative's  invoices for services in proper time and in full.

2.2.5.  Immediately  notify the Customs representative  in case of cancellation of the ordered
services. The date of notification will be regarded the date of acceptance of this notification by
the Customs representative.

2.2.6.  Keep the data confidential, and avoid disclosure of business information  that may
become known to the Customs broker during the fulfillment of its order by the Customs
representative.

2.2.7. By recommendation of the Customs representative, be present during the customs
clearance and customs inspection of the qoods.

2.3.  The Customs representative may:

2.3.1. By agreement  between the Parties, use its own funds for settlements  with third parties.

2.3.2. Engage the third parties for performance of its undertaken  obligations.

2.4. The Parties agree to avoid acting that might affect the interests of the other Party. The Party
that violates its commitments  by the Contract has to immediately correct the deviations and
reimburse the losses in this case.

3.  PROCEDURE OF SETTLEMENTS

3.1.  An invoice issued in rubles in accordance with the effective price-list (Appendix 4) shall
be the basis for settlements  for the services provided by the Customs representative  to the
Declarant.

3.2.  When the Customs representative's  funds are used by agreement  between the Parties to
pay the customs fees and other dues provided by the RF customs laws, the Declarant shall also
pay the Customs representative's costs of customs fees transfer to the amount of 10% of the
amount transferred.

3.3.  The Declarant  pays the invoice issued by the Customs representative by transfer of
money resources into the settlement  account of the Customs representative no later than thirty
bank days from the moment of invoice issuing. The invoice should be paid in rubles or in US
dollars  according to the Russian Federation Central Bank exchange  rate on the date of invoice
issuing. It is not supposed to pay for services by available funds in cash desk of the Customs
representative.

3.4. The Third parties may only pay for the Customs representative's services by prior written
consent of the Parties. The Declarant  may pay for the Customs representative's services via its
subsidiary or office without prior approval of the Customs representative.

3.5. In case of an overdue payment by the Declarant for the Customs broker's  services, the
Customs representative  may demand payment, andthe Declarant agrees to pay a penalty of 0.1%
 of the outstanding amount per day of delay. The payment of such penalty shall not relieve the
Declarant of fulfilling its obligations by the Contract in full, and shall not reduce the amount of
its debt to the Customs representative.

3.6.  The date of receipt of the money at the Customs representative's settlement account shall
be deemed the date of payment.

3.7. Upon completion of the work related to the Declarant's applicant, the Customs representative
shall issue to the Declarant  a Delivery and Acceptance Statement  for the work and services
under the Contract, and an invoice.

3.8.  The Declarant shall accept the work and services provided by the Customs
represente1tive by signing the Delivery  and Acceptance  Statement.

3.9.  The Declarant shall be deemed to have signed the Customs representative's Delivery and
Acceptance Statement  in full, if it does not send the Customs broker a justified rejection of
signing  the Statement partly or in full within the three working  days from the moment of
accordance  the Statement.

4. LIABILITIES OF THE PARTIES

4.1.  General

4.1.1.  The Parties shall be liable for any default or improper fulfillment of their obligations
hereunder in accordance with the RF laws.

4.1.2.  The Parties shall be relieved of the liability for
partial or full default of their obligations hereunder if such default is the result of force majeure.

4.2.  Liability of the Customs representative

The Customs representative is liable for any delay in the performance of its obligations, if such
delay was through the Customs representative's fault and was not related to the actions of the
governmental authorities or any default by the Declarant from the moment of acceptance of the
application for customs clearance and till the end of this procedure.

4.2.1. The Customs representative shall not be liable for:

•  non-observance of the  terms of transportation by the Carrier under improper registration
of the cargo shipping documents.

•  delayed or impressed cargoes of the Declarant or for their return to the Declarant and for
all unfavorable consequences to  the  Declarant  if  the Declarant has not provided the Customs
representative with the information needed to execute  the  customs  and cargo shipping
documents or provided the Customs representative  with  invalid data, or representative the
Customs laws.

•  damage, spoilage, loss, destruction of the declared goods.

4.3.  Liability of the Declarant

4.3.1.  The Declarant shall be liable completely for the reliability and accuracy of information or
documents provided to the Customs representative for customs clearance to the amount of losses
actually incurred by the Customs broker.

4.3.2.  The Declarant shall be liable to the amount of losses actually incurred by the Customs
broker,

•  if the Declarant or its partner outside  Russia  has  shipped cargoes  prohibited for  import to or export from Russia;

•  if the Declarant has unreasonably refused to pay the   Customs   representative
 representative's invoices.

• Under any other unfavorable to the Customs representative consequences
connected with the Declarant's services

5. DISPUTE SETTLEMENT

5.1    The Parties agree to settle all disputes and controversies arising from this Contract by
negotiations.

5.2.   Unsettled disputes shall be committed to the Arbitration of St. Petersburg and the
Leningrad Region as per the RF legislation currently in force.

6. TERM OF VALIDITY

6.1. The contract comes into force c on   st  and will operate till  ,   th 2011 and in terms of
settlements between the Parties until the Parties have fulfilled all their obligations  under this Contract.

6.2. This Contract may be canceled before the appointed time by agreement  between the Parties.

6.3.  Any of the Parties may refuse to fulfill the Contract by notifying the other Party in written
form three days in advance of the intended cancellation date. In this case, the liabilities that have
arisen from the settlements between the Parties shall be met absolutely.

7.         FORCE MAJEURE

7.1.  The Parties shall be relieved of liability for default or improper fulfillment of their
obligations hereunder if they prove that such improper  fulfillment of their obligations hereunder
was impracticable  due to a force majeure  event, i.e. an event extraordinary and inevitable under
the given circumstances. Classified as force majeure events may be floods, earthquake,
snowdrifts, fires, and other natural disasters, hostilities, acts of terrorism, epidemics,  dangers to
air flight safety, strikes, stopped or restricted shipping along certain routes as may be required by
governmental  authority acts, and in other cases provided in the RF laws. Where any of such
events or their consequences has directly affected the fulfillment of the Parties' obligations
within their deadline, such deadline shall be postponed pro rata by the effective time of the event
in question.

7.2.  The Party so rendered  unable to fulfill its obligations  hereunder  shall advise the other Party in writing of the occurrence,  expected duration, and
termination  of the force majeure event within 10 days from the day of occurrence I termination
of such event.

7.3.  The fact of occurrence  of a force majeure event shall be confirmed by a document issued
by a competent authority (Chamber  of Commerce  and lndustrv).

8. MISCELLANEOUS

8.1. The Parties agree that all negotiations  and verbal or written arrangements preceding the
signing of this Contract, and all previously signed contracts for similar services shall become null
and void upon signing of this Contract.

8.2. In case of refusal from the services after the application acceptance (Appendix  N2       ) by
the Customs representative, the Declarant  has to pay all the Customs representative's costs
related to such refusal.

8.3. If the Declarant breaks the Customs laws, the Customs representative  has a right to refuse
from its fulfillment and cancel the ContraCt in a unilateral way.  In this case the Declarant
reimburses to the amount of

losses actually incurred by the Customs representative .

8.4. Any amendments  to, or revisions of the Contract shall only be valid when made in writing
and signed by duly authorized persons.

8.5. All the appendices  and supplements to this Contract shall be the integral part thereof.

8.6. This Contract shall be executed in two copies, one for each of the Parties, both equally valid.
In case of any variant reading, the Contract in Russian has a prevalence.

8.7. The Customs representative  may provide a copy of this Contract authenticated with its seal
to any parties concerned.

LEGAL ADDRESSES  AND IDENTIFICATION  DATA OF THE PARTIES

ZAO Cargo Terminal  Pulkovo
Principal office address: Pulkovskoye  sh. 37/4, St. Petersburg  196210,  Russia
Mailing address: Pulkovskoye  sh. 37/4, St. Petersburg,
196210,  Russia

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

(Stamp)

LEGAL ADDRESSES  AND IDENTIFICATION  DATA OF THE PARTIES

Baltia Airlines, Inc.

Principal office address:
63-25 Saunders St., Ste 7i , Rego Park , NY 11374 USA
Mailing address: 95-01 63rd Drive, Rego Park, NY, 11374

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

President
(Position)
_Igor Dmitrowsky _
 /signed/    /stamp/

Price-list of services for customs clearance of goods

(in rubles without VAT)

|                                              | Price-list of services for customs clearance of goods (in rubles without VAT)
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT - EACH COST ITEM MARKED WITH {XXXX)]                                                                                                              |                                                
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|P                                             | Service                                                                                                                                                                                                                                                                                                                                                 | Unit of Measure                                
|1 Customs clearance: import, export          
|1.1                                           | Cargo customs clearance: cargo customs declaration on 10 goods items
according to the Foreign Economic Activity Commodfty Nomenclature,
representation of the Customer's interests in a customs structure during
the customs inspection, co-ordinance of questions of the goods release
within the competence of the Customs broker                     | One cargo customs declaration                  
|1.2                                           | -every suppleinentary goods item according to the Foreign Economic Activity Commodity Nomenclature                                                                                                                                                                                                                                                      | One item                                       
|1.3                                           | Cargo customs clearance based on application: cargo customs
declaration on 10 goods items according to the Foreign Economic
Activity Commodity Nomenclature. representation of the Customer's
interests in a customs structure during the customs inspection, coordinance
of questions of the goods release within the competence of
the Customs broker | One application                                
|1.4                                           | -every supplementary goods item according to the Foreign Economic Activity Commodity Nomenclature                                                                                                                                                                                                                                                       | One item                                       
|1.5                                           | Customs cost correction clearance on 10 goods items according to the
 Foreign Economic Activity Commodity Nomenclature, representation of
the Customer's interests in a customs structure, co-ordinance of the
adoption of the customs cost correction within the competence of the
Customs broker                                                      | One customs cost correction                    
|1.6                                           | - every supplementary goods item according to the Foreign Economic
Activity Commodity Nomenclature                                                                                                                                                                                                                                                      | One item                                       
|1.7                                           | Complexity coefficient during the customs inspection (p.1.1-1.4) :                                                                                                                                                                                                                                                                                      |                                                
|1.71                                          | -regimes: temporary import, temporary export, re-import, re-export;                                                                                                                                                                                                                                                                                     | -                                              
|                                              | -regimes: commodity treatment at the customs territory, commodity
treatment for domestic consumption, destruction, renunciation in the
government favour;                                                                                                                                                                                               | -                                              
|1.73                                          | -in a priorty order                                                                                                                                                                                                                                                                                                                                     | -                                              
|1.8                                           | Regime prolongation clearance of temporary import, temporary export                                                                                                                                                                                                                                                                                     | One cargo
 customs declaration                 
|2 Customs clearance: domestic customs transit
|2.1                                           | Customs clearance of opening the procedure of goods delivery under the
customs coritrol: Delivery control document clearance 10 goods items
according to the Foreign Economic Activity Commodity Nomenclature,
representation of the Customer's interests in a customs structure during
the customs inspection.                                         | One delivery control document
(One CARNET TIR) 
|2.2                                           | - every supplementary goods item according to the Foreign Economic
Activity Commodity Nomenclature                                                                                                                                                                                                                                                      | One Item                                       
|2.3                                           | Customs clearance of closing the procedure of goods delivery under the
customs coritrol: Delivery control document clearance 10 goods items
according to the Foreign Economic Activity Commodity Nomenclature,
representation of the Customer's interests in a customs structure during
the customs inspection.                                         | One delivery control document
(One CARNET TIR) 
|2.4                                           | - every supplementary goods item according to the Foreign Economic
Activity Commodity Nomenclature                                                                                                                                                                                                                                                      | One item                                       
|3. Other services                            
|3.1                                           | Completion of customs clearance of export cargo released by other
Custom-house, for cargo customs declaration on 10 goods items                                                                                                                                                                                                                         | One cargo customs declaration                  
|3.2                                           | - every supplementary goods item according to the Foreign Economic Activity Commodity Nomenclature                                                                                                                                                                                                                                                      | One item                                       
|3.3                                           | Going through special kinds of control (phytosanitary, veterinary)                                                                                                                                                                                                                                                                                      | One cargo customs declaration
(one application)
|3.4                                           | Services for paying customs fees                                                                                                                                                                                                                                                                                                                        | -                                              
|3.5                                           | Filling in CARNET TIR                                                                                                                                                                                                                                                                                                                                   | One CT                                         
|3.6                                           | Filling in CMR                                                                                                                                                                                                                                                                                                                                          | One CMR                                        
|4                                             | Re-sending off clearance of the unclaimed freight                                                                                                                                                                                                                                                                                                       | One application                                

Notes:
1. When selling customs clearance services (from the date of signing of the Contract) cargo
storage in a temporary warehouse (with the exception of special goods) from the first up to the
 tenth days and days of clearance in a customs structure is free.

_____ /signed /
(Position)
/signed & sealed/
Signature:  /signed/

President
(Position)
Igor Dmitrowsky
Signature:  /signed/