### EXHIBIT 10.2 - Airport Office Lease - Pulkovo Airport (Redacted - 2/12)

---

LEASE AGREEMENT

St. Petersburg

Joint Stock Company (Pulkovo Airport), hereinafter referred to as the
(Lesser), represented by General Director Murov Andrey Evgenjevich, acting on
the basis of the Charter, and Baltia Air Lines, Inc., hereinafter referred to as
the (Lessee), represented by President/CEO of Igor Dmitrowsky, acting on the
basis of Charter, (hereinafter referred to as the (Parties)) have entered into
the present Agreement (hereinafter referred to as the (Agreement) as follows:

1. GENERAL PROVISIONS

1. 1 . The Lessor agrees to provide the Lessee for payment for temporary use
with an object of non-residential property, cadastral number 78:7717:9:75, -a
part of the building marked on the building plan with a red line (Appendix 2),
hereinafter referred to as the (Object), located at the address: 17 Startovaya
street (Letter B, Airport Complex Pulkovo-2, Arrival terminal, first floor,
#2043 of 51.1 square meters to be used as an office of the company operating
flights in JSC (Pulkovo Airport); Departure terminal, first floor of 4.0 square
meters to be used a booking office, St. Petersburg, Russia, 19621 0.



Total area of the Object is 55.1 (fifty five point one) square meters.

The Lessee has not the privilege to conclude the Agreement for the new term.

1.2. The agreement comes into force as soon as signed by both pa1ties and be
considered valid until 31.03.2010. According to item 2 of article 425 of the
Civil Code of the Russian Federation the Parties agreed that the present
Agreement comes into force on the 01.02.2010.

1.3. In case the Lessee without demur of the Lessor proceed with using the
Object at the

expiration of contractual time stipulated in paragraph 1.2. the present
Agreement is considered to be renewed on the same terms sine die.

1.4. Expiration of the validity of the present Agreement or its early
termination does not release the Parties from fulfilment of the contractual
obligations including money obligations (payment of the rent, public utilities
fine, penalty).

2. OBLIGATIONS OF THE PARTIES

2.1. The Lessor agrees.

2.1.1. To submit the Object to the Lessee on the basis of the Acceptance
Certificate. The Acceptance Certificate should be in a written form signed by
the Lessor and the Lessee or by the authorised representatives of the Parties.

The Acceptance Certificate is attached to the Agreement (Appendix 1) and is
an integral part of the latter.

2.1.2. To carry out an overhaul of the Object in connection with the major
overhaul of the building.

2.1.3 To inform the Lessee of the necessity to vacate the premises due to an
appropriate decision to conduct an overhaul, not later than one month prior to
beginning of such a work.

2.1.4. To consider applications of the Lessee in respect of the Object
purpose change as well as its repair and re-equipment within one month on
receipt of such an application.

2.2. The Lessee agrees.

2.2.1 To accept the Object in accordance with the Acceptance Certificate.

2.2.2. To use the Object in accordance with paragraph 1.1. of the Agreement.

2.2.3. To effect payment defined in the Agreement, timely and in full.

2.2.4 During the validity of the present Agreement to carry out current
repairs of the Object at his expense, using his own resources and materials
provided that a written consent was received from the Lessor.

2.2.5. To ensure safety of the engineering network, communications and
equipment at the Object.

2.2.6. Not to make concealed or open wiring and communications, re-planning
and re-equipment at the Object without a written consent of the Lessor.

Should the Lessor find any unauthorised replanning, disruption of the walls,
partitions or coverings integrity, repairs or wiring distorting the initial
state of the object, these changes should be removed by the Lessee and the
Object should be returned to its initial state at the Lessee's expense within
time defined in a unilateral order by the Lessor.

2.2.7. To follow the requirements of the State Sanitary Epidemiological
Inspection Center, State Fire Safety Inspection at the Enterprise, to implement
and carry out requirement of Norms, rules and procedures on the aviation safety,
established in JSC (Pulkovo Airport), to carry out the order of actions at
threat occurrence of act of illegal intervention fulfillment in activity of
civil aviation, concerning kinds of activity of the Lessee and Object rented by
it.

2.2.8. To vacate the Object due to emergency condition of the building (or
its part), a planned overhaul of the building or its liquidation for
town-planning purposes within time, defined by the Lessor's warrant.

2.2.9. To maintain the Object in the adequate sanitary and fireproof state,
exclude smoking on the Object with the exception of specially designated places.

2.2.10. To immediately inform the Lessor of any damage, emergency or other
event that caused (or may cause) damage to the Object and to take immediately
all necessary measures in time to avoid detriment, further destruction or damage
of the Object.

2.2.11. To conclude agreements for expenses' con1pensation of electric power
within 1 0 (ten) days from the moment of signing of the

Agreement. To conduct payment for the said services timely and in full.

2.2.12. Not to conclude agreements, not to act or effect transactions that
may lead to burdening of the property rights granted to the Lessee under the
present Agreement, including transfer of the rights to the third party (mortgage
agreements, sublease agreements, contribution of the right to lease the Object
or its part into the authorised capital stock of a company, etc.).

2.2.13. To ensure the unimpeded access to the Object for representatives of
the Lessor to inspect it and check the fulfilment of the terms of the Agreement.

2.2.14. To inform the Lessor of a vacation of the Object in writing not later
than 2 (two) months prior to the planned vacation of the premises both in case
of the expiration of the Agreement and in case of its early termination.

2.2.15. Upon the expiration of the present Agreement or its early termination
to vacate the Object and return it to the Lessor by the Acceptance Certificate
in the operable and undamaged condition with all authorised replanning, repairs
and inseparable improvements taking into account obsolescence.

2.2.16. Within defined time to fulfil instructions of the Lesser, State Fire
Inspection or other inspections for eliminating the situations caused by the
Lessee's activity endangering the safety of the Object, ecological and sanitary
environment outside the Object.

3. PAYMENTS AND SETTLEMENTS

UNDER THE AGREEMENT

3 .1. The rent rate for the Object is defined in rubles and at the moment of
the Agreement conclusion it amounts to constitutes as follows: -within a period
of time from 01.02.2010 till 28.02.2010

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

3.2. The Lessor has the right to change the amount of the rent rate defined
in paragraph 3 .1. of the present Agreement in a unilateral order at his own
discretion and this decision should be indisputable. In such a case the Lessor
notifies the Lessee about change of the rent rate in written and the Lessee
effects payment in accordance with terms stipulated in p.3.3. The new rent rate
should be considered to be set on the day of its introduction by the Lessor.

The amount of the rent rate may be reconsidered by the Lessor, but not more
than once a year.

3.3 .-The Lessee transfers the rent, defined in p.3.1., for each month in
advance not later than

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

The Lessee should receive the invoice with putting down a confirmation of
receipt and reference of recipient name not later than the 5rh day of the
accounting month. The Lessee should receive certificates of services supplied
under the present Agreement before the

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

The certificates of services supplied are issued in two copies and
countersigned by the Parties. The Lessee should return the signed certificates
to the Lesser within 10 (ten) days on their receipt.

Should the Lessee fail to sign the certificates on the indicated date and to
forward a motivated denial in written form, services are considered to be
rendered by the Lessor and accepted by the Lessee in full.

3.4. The collation of invoices is carried out no less than once a year by
initiative of one of the Parties.

4. RESPONSIBILITIES OF THE PARTIES

4.1. The Parties are liable for non-fulfilment or improper fulfiln1ent of the
terms of the Agreement in accordance with the current legislation of the Russian
Federation.

4.2. Should the Lessor breach the terms of paragraph 2.1.1. of the Agreement
without a reasonable excuse he should pay the Lessee a penalty of 0,1 %, set
forth in paragraph 3.1. of
the present Agreement for each day of delay.

4.3. Should the Lessee fail to fulfil its obligations envisaged in paragraph
3.3. of the Agreement, regardless of fault, he must pay a penalty of 0,1 %

the delayed amount accrued for each day of delay of the payment.

4.4. Should the Lessee fail to fulfil its obligations to vacate the Object
(paragraph 2.2.15. of the present Agreement), he must pay the Lessor the rental
payment, for delay period, as well as a penalty of 0,1 % of the monthly rent
rate for the whole Object envisaged in paragraph 3.1. of the present Agreement.

4.5. Payment of fines or penalties do not relieve the Parties from their
obligations under the present Agreement.

5. AMENDMENTS, SUPPLEMENTS, CANCELLATION OF THE AGREEMENT

5.1. The Parties negotiate supplements and amendments to the present
Agreement within 10 (ten) days, except those in p.3 .2. of the present
Agreement.

5.2. The Lessor has right to reject fulfillment of the agreement when the
Lessee:

5.2.1. Uses the Object with substantial violation of terms of the Agreement
or with repeating violations;

5.2.2. Deteriorates the Object;

5.2.3. Fails cc. 2.2.11. of the Agreement;

5.2.4. If there is a delay in payment of the rent envisaged in the present
Agreement.

5.3. If events listed in paragraphs 5.2 of the present Agreement occur, the
Lessor notifies the Lessee about rejection to fulfil the Agreement, that will be
considered dissolved from the moment of receipt of such a notification by the
Lessee.

5.4. The Lesser has the right to reject fulfillment of the present Agreement
at his discretion (without dependence from any reasons) having notified about it
in written form not less then 2 months suggested date of the present agreen1ent'
s termination.

5.5. The Agreement can be dissolved by request of the Lessee when:

5.5.1. The Lessor does not provide the Lessee with an Object or makes
obstacles to the use the Object in accordance with the present Agreement;

5.5.2. The submitted to the Lessee Object has shortcomings that do not allow
the Lessee to use it, if these shortcomings were not negotiated by the Parties
when the Agreement was concluded and were not known and could not be detected by
the Lessee while inspecting the Object or checking for defects before conclusion
of the Agreement;

5.5.3. The Lessor does not conduct an overhaul in accordance with paragraph
2.1.2. of the present Agreement;

5.5.4. The object comes to inoperable condition due to reasons that are not
under control of the Lessee.

5.6. If events listed in paragraphs 5.5 of the present Agreement occur, the
Lessee notifies the Lessor in written form about the necessity of the
obligations fulfilment 7 (seven) days prior to cancellation, at the expiration
of the term the Lessee cancels the Agreement in the prescribed order.

6. SPECIAL PROVISIONS

6.1. The Lessee shall make inseparable improven1ents only upon a written
consent of the Lessor. Upon expiration of the Agreement the costs of the
inseparable improvements are not indemnified.

6.2. If the condition of the returned Object does not comply with
requirements set forth in paragraph 2.2.15. of the present Agreement upon the
expiration of the Agreement, the Lessee reimburses the Lessor the damage
incurred by the latter in accordance with the current legislation of the Russian
Federation.

7. ARBITRATION

7.1. The present Agreement and the current legislation of the Russian
Federation regulate the relationships between the parties.

7.2. The Parties shall try to settle all disputes and disagreements arising
from the present Agreement through negotiations.

7.3. If the said disputes cannot be settled through negotiations they should
be settled by the Arbitration Court of St. Petersburg and Leningrad region in
accordance with its reference and the laws of the Russian Federation.

7.4. The text of the present Agreement in Russian fits with the current
legislation of the Russian Federation and shell be treated as underlying and
principal one when settling disputes.

8. FORCE MAJEURE

8. l . Neither of the Parties is liable before the other party for
non-fulfilment of obligations under the present Lease Agreement due to the
circumstances beyond the Party's control and

wish, that cannot be foreseen or avoided, including declaration of the war
and actual war, civil disturbances, epidemics, blockade, embargo, earthquake,
inundation and other calamities.

8.2. The Party that does not fulfil obligations in case of force majeure
circumstances should inform other party of the impediment and its impact on the
fulfilment of the obligations under the Agreement within three days in writing
and has to sub1nit evidences in a written form or official bodies' certificates
to the Lesser.

8.3. If the force majeure circumstances last for 3 (three) consecutive months
and give no sign of cessation, the present Lease Agreement may be cancelled by
the Lessor or the Lessee through sending a written notification to other Party.

9. OTHER CONDITIONS

9.1. In case of change of the name, address, banking details or
reorganisation, the party implementing such changes should inform another party
of the changes in writing within two weeks.

9.2. Any notification under the present Agreement should be sent by
registered 1nail or courier at the addresses and details specified in the
present Agreement. All notifications shell be considered received in five days
after their dispatch.

9.3. Correspondence on the subject of the present Agreement between the
Parties via fax is considered legally valid along with the original documents.

9.4. The Agreement is prepared in 3 (three) copies, all of which are equally
legally valid, 2 copies for the Lesser, 1 copy for the Lessee.

9.5. Any supplements, changes and amendments to the Agreement are its
integral part.

10. DETAILS OF THE PARTIES

LESSOR: Joint Stock Company (Pulkovo Airport).

Address: 18/4 Pilotov Street, Saint Petersburg 196210 Russia

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

Non-Aviation Agreements Department of Joint Stock Company (Pulkovo
Airport):
 tel. +7 (812) 324-36-14_324-37-29 324-35-63. Fax: +7 (812) 704-36-82.

Accounting Department: tel. +7 (812) 324-52-66.

LESSEE: Baltia Air Lines Inc.

Address: 63-25 Saunders St. Ste 7i Rego Park, NY 11374

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

Telephone: 1-718-275-2300, 
Fax: 1-718-896-7971

For the Lesser:

Appendix 1 to the Lease Agreement 
# 75 of (II ) _____ 02__, 2010. 
Saint Petersburg 01.02, 2010

**ACCEPTANCE CERTIFICATE**

We, General Director of Joint Stock Company (Pulkovo Airport) Murov A.E. and
President/CEO of Baltia Air Lines, Inc. Igor Dmitrowsky have prepared this
Acceptance Certificate confirming submission by Joint Stock Company (Pulkovo
Airport) and acceptance by Baltia Air Lines, Inc. of the part of the building
(hereinafter referred to as the Object) of 55.1 square meters, located at the
address: 17 Startovaya street (Letter B, Airport Complex Pulkovo-2, Arrival
termi11al, first floor, #2043 of 51.1 square meters to be used as an office;
Departure terminal, first floor of 4.0 square meters to be used a booking
office, St. Petersburg, Russia, 19621 0.

The Object is transferred in the operable condition taking in to account
obsolescence. The terms of use of the Object and the rent rate are determined in
the Lease Agreement.



SUBMITTED BY:

General Director of JSC Pukovo Airport /signed/

ACCEPTED BY:

President/CEO of Baltia Air Lines, Inc.

Igor Dmitrowsky /signed/

[ Appendix #2 - DIAGRAM of LAYOUT OF LEASED OBJECT - 2 page Signed and Accepted
Attachment  Omitted]