EXHIBIT 10.8.2 - Customs Clearance - ZAO Cargo (2011) (Redacted)
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 theDeclarant, perform  or provide  performance of a set of services for customs clearance of theDeclarant's cargos  at the Pulkovo Customs Office.

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

1.3. The Declarant shall provide the cargo and all necessary cargo documentation, and pay theCustoms representative a compensation in the amount, procedure,  and instrument as provided bythe 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 basisof 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 additionaldata necessary for customs clearance to the customs authority, present the Declarant during thecustoms inspection of the declared goods . The dates and procedure  of customs clearance shallbe 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 ofthe declared cargoes.

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

2.1.5.     Check the correctness  of the documents filled in by the Declarant,  and inform theDeclarant 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 therequired customs fee, penalty, fine, or make other required payments with its own funds. In suchcases, the Declarant agrees to reimburse  the Customs representative's losses within 3 days afterthe invoice has been issued by the Customs representative. to the amount of the payment actuallymade, 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 Customsrepresentative's services, and issue an Authorization  (Appendix 2) to the Customs representativefor performance  by the Customs representative  of the obligations undertaken thereby under thisContract.

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 obligationsunder this Contract. Should the Declarant fail to provide such required information,  the Customsrepresentative  may avoid starting to perform the appropriate obligations  until such informationis provided. Any documents that bear no necessary  data enabling customs clearance orperformance  of other obligations hereunder  by the Customer representative  shall be deemedunprovided.

2.2.3.     Fully reimburse any documented costs and losses of the Customs representative  incurredthereby in. fulfilling its obligations  under this Contract, and penalties applied to the Customsbroker by the customs authorities for any breach of the RF customs laws attributable to theDeclarant  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 orderedservices. The date of notification will be regarded the date of acceptance of this notification bythe Customs representative.

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

2.2.7. By recommendation of the Customs representative, be present during the customsclearance 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 Partythat violates its commitments  by the Contract has to immediately correct the deviations andreimburse 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) shallbe the basis for settlements  for the services provided by the Customs representative  to theDeclarant.

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

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

3.4. The Third parties may only pay for the Customs representative's services by prior writtenconsent of the Parties. The Declarant  may pay for the Customs representative's services via itssubsidiary 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, theCustoms 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 theDeclarant of fulfilling its obligations by the Contract in full, and shall not reduce the amount ofits debt to the Customs representative.

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

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

3.8.        The Declarant shall accept the work and services provided by the Customsrepresente1tive by signing the Delivery  and Acceptance  Statement.

3.9.        The Declarant shall be deemed to have signed the Customs representative's Delivery andAcceptance Statement  in full, if it does not send the Customs broker a justified rejection ofsigning  the Statement partly or in full within the three working  days from the moment ofaccordance  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 obligationshereunder 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 suchdelay was through the Customs representative's fault and was not related to the actions of thegovernmental authorities or any default by the Declarant from the moment of acceptance of theapplication 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 registrationof the cargo shipping documents.

•            delayed or impressed cargoes of the Declarant or for their return to the Declarant and forall unfavorable consequences to  the  Declarant  if  the Declarant has not provided the Customsrepresentative with the information needed to execute  the  customs  and cargo shippingdocuments or provided the Customs representative  with  invalid data, or representative theCustoms 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 ordocuments provided to the Customs representative for customs clearance to the amount of lossesactually incurred by the Customs broker.

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

•            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 consequencesconnected with

the Declarant's services

5.           DISPUTE SETTLEMENT

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

5.2.   Unsettled disputes shall be committed to the Arbitration of St. Petersburg and theLeningrad 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 ofsettlements 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 writtenform three days in advance of the intended cancellation date. In this case, the liabilities that havearisen 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 theirobligations hereunder if they prove that such improper  fulfillment of their obligations hereunderwas impracticable  due to a force majeure  event, i.e. an event extraordinary and inevitable underthe given circumstances. Classified as force majeure events may be floods, earthquake,snowdrifts, fires, and other natural disasters, hostilities, acts of terrorism, epidemics,  dangers toair flight safety, strikes, stopped or restricted shipping along certain routes as may be required bygovernmental  authority acts, and in other cases provided in the RF laws. Where any of suchevents or their consequences has directly affected the fulfillment of the Parties' obligationswithin their deadline, such deadline shall be postponed pro rata by the effective time of the eventin question.

7.2.        The Party so rendered  unable to fulfill its obligations  hereunder  shall advise the otherParty in writing of the occurrence,  expected duration, and

termination  of the force majeure event within 10 days from the day of occurrence I terminationof such event.

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

8. MISCELLANEOUS

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

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

8.3. If the Declarant breaks the Customs laws, the Customs representative  has a right to refusefrom its fulfillment and cancel the ContraCt in a unilateral way.  In this case the Declarantreimburses 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 writingand 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 sealto 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]

(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

tel: 718-244-8880 , 1-718-275-2300 fax: 1-718-896-7971

President

(Position)

_Igor Dmitrowsky _

 /signed/    /stamp/

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]

Notes:1. When selling customs clearance services (from the date of signing of the Contract) cargostorage 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 /