Exhibit 10.42





                           SHAREHOLDERS AGREEMENT


                                  AMONG


                LSG LUFTHANSA SERVICE EUROPA/AFRIKA GMBH


                         TOP FLIGHT CATERING AB


                                  AND 


                      BALTIC INTERNATIONAL USA, INC.





December 2, 1997













Hogan & Hartson L.L.P.
21 Garlick Hill
London EC4V 2AU
England



                              TABLE OF CONTENTS

1. DEFINITIONS                                                2
2. COMPLIANCE                                                 3
2.1. Compliance Actions                                       3
2.2. Conflict with Memorandum or Articles                     4
3. CORPORATE ORGANIZATION AND PROCEDURES                      4
3.1. General                                                  4
3.2. Board of Directors                                       4
3.2.1. Number and Composition.                                4
3.2.2. Removal and Replacement of Directors.                  4
3.2.3. Meetings                                               5
3.2.4. Non-Voting Observers                                   5
3.3. Certain Shareholder Rights                               5
4. COMPANY BUSINESS, MANAGEMENT AND OPERATIONS                6
4.1. Business of the Company     6
4.2. Shareholder Expertise                                    6
4.3. LSG Lufthansa Service/Sky Chefs Network                  6
4.4. Management and Operation of the Company                  7
4.5. BIUSA Assistance to Managing Director                    7
4.6. Annual Budget                                            7
4.6.1. Preparation of Annual Budgets                          7
4.6.2. Operations Consistent with Annual Budget               7
4.7. Accounting                                               8
4.8. Audits by Shareholders                                   8
4.9. Key Personnel                                            8
4.10. Dividends                                               8
5. CERTAIN CAPITAL CONTRIBUTIONS                              9
5.1. Valuation of Riga Shares                                 9
5.2. Contribution of Riga Shares and Cash by Shareholders     9
6. NON-COMPETE                                                9
6.1. Existing Company Locations                               9
6.2. Territory                                               10


7. LSG OPTION TO PURCHASE CERTAIN SHARES FROM BIUSA          10
7.1. Option                                                  10
7.2. Option Exercise                                         11
7.3. BIUSA Actions                                           11
8. PRE-EMPTIVE RIGHTS; SHARE ISSUANCES                       11
8.1. Rights Notice                                           11
8.2. Acceptance and Issuance of Shares to Shareholders       12
8.3. Issuance of Shares to Third Parties                     12
9. RESTRICTIONS ON TRANSFER OF SHARES                        12
9.1. General Prohibition on Transfer                         12
9.2. Transfer to Affiliate                                   13
9.3. Transfer by Right of First Refusal                      13
9.3.1. Third Party Offer                                     14
9.3.2. Offer Period                                          14
9.3.3. Acceptance                                            14
9.3.4. Third Party Sale                                      14
9.3.5. Good Title                                            15
9.4. Regulatory Compliance                                   15
9.5. Pledge of Shares                                        15
9.6. Insolvency and Involuntary Transfers                    16
9.7. Specified Value                                         16
10. TERM                                                     16
10.1. Effectiveness                                          16
10.2. Termination                                            17
10.3. Continuing Rights and Obligations                      17
11. CONFIDENTIALITY                                          17
12. MISCELLANEOUS                                            18
12.1. Assignment                                             18
12.2. Entire Agreement; Amendment                            18
12.3. Severability                                           18
12.4. Waiver                                                 18
12.5. Time of Essence                                        19
12.6. Limitation on Benefit                                  19
12.7. Binding Effect                                         19
12.8. Governing Law                                          19
12.9. Arbitration                                            19
12.10. Notices                                               20
12.11. Headings; References                                  21
12.12. Execution in Counterparts                             21
Annex A   Initial Directors and Non-Voting Observers
          Annex B  1998 Annual Budget          



                         SHAREHOLDERS AGREEMENT


THIS SHAREHOLDERS  AGREEMENT is entered into on the 2nd day of December, 
1997 among:

      LSG LUFTHANSA SERVICE EUROPA/AFRIKA GMBH, a private company 
organized and existing under the laws of the Federal Republic of 
Germany, with principal offices at Am Holzweg 26, D-65830 Kriftel, 
Federal Republic of Germany  ("LSG");  

     BALTIC INTERNATIONAL USA, INC., a corporation organized and 
existing under the laws of the State of Texas, USA, with principal 
offices at 1990 Post Oak Boulevard, Suite 1630, Houston, Texas 
77056, USA ("BIUSA");

     and

     TOP FLIGHT CATERING AB, a Swedish limited liability company 
organised and existing under the laws of Sweden, with corporate 
registration number 556457-7525, and with an address at Box 216, 
190 47 Stockholm Arlanda, Sweden  12, 103 87 ("TOPflight").

WHEREAS, LSG, BIUSA and TOPflight constitute all of the shareholders of 
AIRO Catering Services, Ltd., an international business company organized 
under the laws of the British Virgin Islands, having a registration number 
175406 and a registered office at the offices of ATC Trustees (BVI) 
Limited, 2nd Floor, Abbott Building, P.O. Box 933, Road Town, Tortola, 
British Virgin Islands (the "Company");

WHEREAS, the Company has an authorized share capital of US$10,000,000  
which is made up of one class and one series of shares divided into 
1,000,000 shares of US$10.00 par value each (such shares, together with any 
subsequently authorized shares of the Company, being referred to herein as 
the "Shares"), of which 234,081 Shares are currently issued and outstanding 
and held as follows:

     BIUSA:          107,377 Shares
     TOPflight:     115,000 Shares
     LSG:            11,704 Shares

WHEREAS, LSG purchased its 11,704 Shares from BIUSA on the date hereof 
pursuant to a Share Purchase Agreement between LSG and BIUSA dated the date 
hereof;


WHEREAS, the parties hereto desire to enter into this Agreement to govern 
certain aspects of the relationship of the Shareholders, to set certain 
restrictions on the transfer and ownership of Shares and to provide for 
certain other matters in respect of the Company and the Shares;

WHEREAS, the Shareholders desire that this Agreement supersede and replace the 
Joint Venture Agreement entered into between BIUSA and TOPflight on February 
5, 1996.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants 
and agreements hereinafter set forth, the parties hereto agree as follows:

1. DEFINITIONS

In this Agreement, the following words shall have the following meanings 
except where the context otherwise requires:

"Affiliate" means (a) any entity which directly or indirectly, through 
one or more intermediaries, Controls, is Controlled by, or is under 
common Control with such entity; and (b) with respect to LSG: Sky Chefs, 
Inc. and any of its Affiliates.  For the avoidance of doubt, as of the 
date hereof LSG does not Control, is not Controlled by and is not under 
common Control with Sky Chefs, Inc. 

"Annual Budget" means the consolidated budget and business plan for the 
Company and its Subsidiaries as may be established and amended by the 
Board from time to time in respect of a financial year of the Company 
and the Subsidiaries. 

"Articles"  means the articles of association of the Company, as may be 
amended from time to time.

"Board" means the board of directors of the Company.

"Control" means the possession, direct or indirect, of the power to 
direct the management and policies of an entity, whether through the 
ownership of voting securities, by agreement or otherwise.

"Directors" means duly elected directors of the Company.





"Key BIUSA Shareholders" means the following persons, who, on the date 
hereof, hold the numbers of issued and outstanding shares of common 
stock of BIUSA as are set out opposite their names: 

                                  Common Shares

Robert L. Knauss                     610,854
Paul R. Gregory                      515,369
James W. Goodchild                   153,271

"Memorandum" means the memorandum of association of the Company as may 
be amended from time to time.

"Riga Catering Services" means Riga Catering Services Ltd., a company 
organised under the laws of Latvia with a share capital of $US100,000  
divided into 100,000 shares of $US 1.00 par value each, of which 37,820 
are held by the Company, 20,680 are held by BIUSA, 20,750 are held by 
Alexander Vasilenko and 20,750 are held by Victor Arkulinsky. 

"Shareholder" means LSG, BIUSA and TOPflight (for so long as they are 
shareholders of the Company) and, as applicable, such other shareholders 
of the Company as may exist from time to time. 

"Shares" means any and all authorized shares of the share capital of the 
Company.

"Subsidiaries" means Riga Catering Services and such other companies in 
which the Company directly or indirectly holds a majority  equity 
interest and through which the Company carries on its business. 

"Territory" means the states of the former Soviet Union (including 
Latvia, Lithuania and Estonia and the Commonwealth of Independent 
States) and Albania, Bulgaria, Croatia, Poland, Romania, Serbia, the 
Slovak Republic and Slovenia.

2. COMPLIANCE

2.1. Compliance Actions

The Shareholders shall take or cause to be taken all such actions 
(including, but not limited to, voting shares, holding shareholder 
general meetings and board of directors meetings, approving 
resolutions, amending memoranda and articles of association, and 
executing and filing documents, both in respect of the Company and 
the Subsidiaries) as may be necessary or appropriate to implement 
and ensure compliance with all provisions of this Agreement, and 
to fully effectuate the purposes, terms and conditions of this 
Agreement.

2.2. Conflict with Memorandum or Articles

     In the event of any conflict between the provisions of this 
Agreement and the Memorandum and Articles, then the provisions of 
this Agreement shall control and the Shareholders shall cause the 
Memorandum or Articles, as appropriate, to be amended to conform 
to the provisions of this Agreement. 

3. CORPORATE ORGANIZATION AND PROCEDURES

3.1. General

     The corporate organization and procedures of the Company shall be 
as set out in the Memorandum and Articles, as supplemented by the 
provisions of this Agreement.

3.2. Board of Directors

3.2.1. Number and Composition.

     The Board shall consist of five Directors, two of whom shall 
be designated by BIUSA, two of whom shall be designated by 
TOPflight, and one of whom shall be designated by LSG.  The 
initial Directors designated by the parties are as specified 
in Annex A  attached hereto.  

3.2.2.  Removal and Replacement of Directors.

Any Director designated by a Shareholder shall be removed 
upon written request of the designating Shareholder.  If a 
Shareholder shall cease to be a shareholder of the Company, 
such Shareholder shall cause the Director(s)  designated by 
it to resign concurrently with such Shareholder ceasing to 
be a shareholder of the Company.  If a Director designated 
by a Shareholder shall cease to be a Director for any 
reason, the remaining Directors or the Shareholders shall 
fill the vacancy thereby created by electing as soon as 
reasonably possible, an individual designated by such 
Shareholder.  The Shareholders shall use reasonable efforts 
to prevent any action from being taken by the Board during 
the pendency of any vacancy due to death, resignation or 
removal of a Director unless the Shareholder entitled to 
have an individual designated by it to fill such vacancy 
shall have failed for a period of at least 10 days after 
becoming aware of such vacancy to designate a replacement. 

3.2.3. Meetings

The Board shall meet at least twice in each financial year 
of the Company unless otherwise waived by all the Directors, 
and special meetings may be held at the request of any 
Director.  Meetings may take place, in accordance with the 
Articles, at such location, or by telephone facilities, as a 
majority of the Directors shall determine.

3.2.4. Non-Voting Observers

     LSG and TOPflight shall have the right to designate, in the 
aggregate, from time to time, up to three non-voting 
observers to the Board who will have the same rights as the 
Directors, other than the right to vote on matters to be 
decided by the Board, including but not limited to the right 
to receive notice of all meetings of the Board and the right 
to receive the same information and documentation as is 
provided to the Directors.   The initial non-voting 
observers designated by LSG and TOPflight are as specified 
in Annex A  attached hereto.  

3.3. Certain Shareholder Rights

     The following actions shall not be taken without the prior written 
consent of all the Shareholders:

     (a)     amendment of  the Memorandum or Articles of Association;
     (b)     dissolution or liquidation of the Company, except as may be 
required by applicable law;
     (c)     merger of the Company with another company;
     (d)     sale or other disposition of all or substantially all of the 
business or assets of the Company or of any of the 
Subsidiaries;
     (e)     acquisition or commencement by the Company of a new line of  
business that is not related to food service or food 
products; and
     (f)     amendment of this Agreement.          

4. COMPANY BUSINESS, MANAGEMENT AND OPERATIONS

4.1. Business of the Company

The business of the Company shall be the provision of in-flight 
catering  services at such locations within the Territory as the 
Board may agree from time to time, including Riga, Latvia; Kiev, 
Ukraine; and Talinn, Estonia.  The Company shall provide such 
services directly or, as may be determined by the Board, 
indirectly through Subsidiaries, including Subsidiaries formed 
under the national law of the countries in which such services are 
provided.

4.2. Shareholder Expertise

The Company has been founded on the basis that each Shareholder 
will contribute to the success of the Company by making available 
its expertise to the business of the Company.

4.3. LSG Lufthansa Service/Sky Chefs Network

     For so long as LSG is a shareholder of the Company, the Company 
shall be part of the worldwide network of providers of inflight 
catering services that are affiliated with LSG and that currently 
operate under the tradename of LSG Lufthansa Service/Sky Chefs.  
As part of such network,  the Company shall be guided by, and seek 
to adhere to, the standards and policies of such network in the 
operation of the Company's business -- including, but not limited 
to, quality control standards (as they may relate to, among other 
things, hygiene, sanitation and food service), financial and 
operational reporting procedures, and use of the tradename and 
logo of LSG Lufthansa Service/Sky Chefs -- as any of such policies 
and standards may be revised from time to time.  LSG shall keep 
the Company timely informed of the foregoing standards and 
policies and any revisions thereof.  For the avoidance of doubt, 
in the event LSG ceases to be a shareholder of the Company, the 
Company shall forthwith cease to use the tradename and logo of LSG 
Lufthansa Service/Sky Chefs or any similar name or logo, unless 
LSG otherwise consents to such use.  Further, in the event LSG 
determines that certain locations at which the Company provides 
services do not meet LSG's standards, for whatever reason, LSG 
shall have the absolute right to require that such location cease 
to use the tradename and logo of LSG Lufthansa Service/Sky Chefs 
or any similar name or logo.




4.4. Management and Operation of the Company

     The Board shall manage the business and affairs of the Company in 
accordance with this Agreement.  A Managing Director of the Company, who 
shall be employed by the Company, shall be proposed by BIUSA and shall 
be subject to the Board's approval.  The Managing Director shall be 
responsible for operation of the day-to-day business of the Company in 
accordance with the Annual Budget and such policies as may be 
established by the Board.  The Managing Director shall report to the 
Board all material development in respect of the Company's business on a 
monthly basis, or more frequently as appropriate.  The Current Managing 
Director is as specified Annex A.   To the extent the Board requests the 
significant services of one or more Shareholders in respect of the 
operations of the Company, such Shareholders shall be compensated by the 
Company for such services on a fair market value basis.

4.5. BIUSA Assistance to Managing Director

     BIUSA undertakes to advise the Managing Director in the 
negotiations and development of new inflight catering facilities 
in the Territory and in the oversight of the planned expansion and 
development of the Company, including in the identification of 
third party financing and the financial management of the Company.

4.6. Annual Budget

4.6.1. Preparation of Annual Budgets

Prior to the beginning of each financial year of the 
Company, the Board shall cause to be prepared an Annual 
Budget with respect to such financial year for review and 
approval by the Board.  In the event that the Board shall 
have failed, for whatever reason, to have approved the 
Annual Budget for a particular financial year by the 
commencement of such financial year, then the business of 
the Company shall be carried out in accordance with the 
Annual Budget applicable to the last preceding year, 
excluding for such purpose, however, expenditures, 
borrowings and other transactions reflected  therein not in 
the ordinary course of business.  The 1998 Annual Budget is 
attached hereto as Annex B.

4.6.2. Operations Consistent with Annual Budget

     The Company shall carry out its business in a manner 
consistent with the terms of the applicable Annual Budget. 
The Board shall review the Annual Budget at each regular 
meeting of the Board and may amend the Annual Budget at any 
such meeting if and to the extent agreed by the Board.

4.7. Accounting

The Company shall maintain complete and accurate accounting 
records which shall be audited annually and prepared on a 
consistent basis in accordance with generally accepted accounting 
principles.  Arthur Andersen shall be the Company's auditor for 
the year ending 31 December 1997.
 
4.8. Audits by Shareholders

Each Shareholder shall have the right to conduct, at its own 
expense, its own audits of the Company's records, finances and 
operations and the Company shall provide all reasonable assistance 
to the Shareholders for such purpose.

4.9. Key Personnel

     Employment by the Company of key personnel shall be subject to the 
prior approval of the Board.

4.10.      Dividends

        The Board shall determine the extent to which the Company and the 
Subsidiaries will declare and pay dividends out of earnings 
available for such purpose; provided, however:

     (i)  any Shareholder shall have the right, by written notice to 
the other Shareholders,  to request that the Company declare a 
dividend of at least 50% of the net after tax earnings of the 
Company then available for such purpose (or that the 
Shareholders take such action as may be appropriate to cause 
one or more Subsidiaries to declare such a dividend in respect 
of such Subsidiaries), and if the Board determines that 
sufficient cash is available and that such earnings and cash 
are not otherwise required to meet the expected near term 
business needs of the Company or the Subsidiaries, as the case 
may be (including, without limitation, needs for  operations, 
capital expenditures or expansion), then the Company shall 
declare such a dividend (or the Shareholders shall take such 
appropriate action in respect of the declaration by the 
Subsidiaries of such dividends) within 30 days of the 
Shareholder notice; and

     (ii)  Until February 28, 1998, the Shareholders shall take such 
action as may be appropriate to cause Riga Catering Services to 
declare a dividend of 100% of its net after tax earnings 
available for such purpose.

5. CERTAIN CAPITAL CONTRIBUTIONS

5.1. Valuation of Riga Shares

     Promptly following execution of this Agreement, the Shareholders 
shall attempt collectively to determine a value for all of the 
shares held by BIUSA in Riga Catering Services (the "Riga 
Shares"). 

5.2. Contribution of Riga Shares and Cash by Shareholders 

     Following determination of such value for the Riga Shares (the 
"Riga Share Value"), and subject to the following sentence, the 
Shareholders intend that BIUSA contribute the Riga Shares to the 
Company as a capital contribution in an amount equal to the Riga 
Share Value and that, concurrently with such capital contribution 
by BIUSA, LSG and TOPflight make capital contributions to the 
Company in cash, based on their percentage shareholdings in the 
Company, in an amount sufficient to retain such percentage 
shareholdings following such  contributions by the Shareholders.  
The obligation of LSG and TOPflight to make such capital 
contributions is subject to the approval of the Boards of 
Directors of LSG and TOPflight and to their ability to obtain 
necessary financing for such contributions, and BIUSA's obligation 
to contribute the Riga Shares is subject to LSG and TOPflight 
concurrently making the foregoing cash contributions.
 
6. NON-COMPETE

6.1. Existing Company Locations

     No Shareholder, nor any Affiliate thereof, shall compete, directly 
or indirectly, with the Company's business of providing inflight 
catering services at those locations where the Company is then 
conducting such business; provided, however, that (i) Sky Chefs, 
Inc. and its Affiliates are excepted from the foregoing 
restriction (although LSG shall vote against any proposed actions 
of Sky Chefs, Inc. to enter into  competition with the Company at 
such locations, to the extent that LSG is in a position to do so) 
and, (ii) without limiting the generality of the foregoing, the 
Moscow inflight catering facility currently owned by an Affiliate 
of Sky Chefs, Inc. is excepted from the foregoing restriction.   
For the avoidance of doubt, the foregoing restriction shall not 
apply to a former Shareholder that no longer holds any Shares.  

6.2. Territory

     For a period of four years from the date hereof, no Shareholder 
nor any Affiliate thereof, shall provide inflight catering 
services in the Territory except through the Company; provided, 
however, that (i) Sky Chefs, Inc. and its Affiliates are excepted 
from the foregoing restriction (although LSG shall vote against 
any proposed actions of Sky Chefs, Inc. to compete with the 
Company in the Territory, to the extent that LSG is in a position 
to do so) and (ii) without limiting the generality of the 
foregoing, the Moscow inflight catering facility currently owned 
by an Affiliate of Sky Chefs, Inc. is excepted from the foregoing 
restriction.  For the avoidance of doubt, the foregoing 
restriction shall not apply to a former Shareholder that no longer 
holds any Shares. In the event that any of the Key BIUSA 
Shareholders Transfers (as such term is defined in Clause 8.1) in 
excess of 50% of his shares of common stock  in BIUSA (as set out 
in Clause 1), then neither LSG nor TOPflight shall be bound by the 
foregoing restriction. In the event that any of the Shareholders 
are unable or otherwise unwilling to provide the capital 
contributions or other financing to the Company that the Board 
determines is required for the Company to commence inflight 
catering operations in a particular location, then the other 
Shareholders shall not be bound by the foregoing restriction in 
respect of such particular location.  Prior to the expiration of 
such four year period, the Shareholders shall consider whether the 
foregoing restriction should be extended for an additional four 
year period.   

7. LSG OPTION TO PURCHASE CERTAIN SHARES FROM BIUSA

7.1. Option

     In the event the Shareholders agree in writing to extend the non-
compete restrictions set out in Clause 6.2 for an additional four-
year period pursuant to the last sentence of Clause 6.2, then LSG 
shall have the right, but not the obligation (the "Option"), to 
purchase from BIUSA 6% of the total issued and outstanding Shares 
of the Company at the date of such Shareholders' agreement (the 
"Option Shares") for a total purchase price equal to the product 
of (a) five times the Company's annualized, pre-tax earnings and 
pre-intercompany charges, excluding non-recurring and unusual 
items, as based on the  financial quarter of the Company 
immediately preceding LSG's exercise of the Option, multiplied by 
(b) 6%.



7.2.      Option Exercise

          LSG  may exercise the Option by delivering written notice of 
exercise to BIUSA within 30 days after the agreement referred 
to in the first sentence of Clause 7.1.   Within 10 days 
following BIUSA's receipt of such notice, BIUSA shall deliver 
to LSG certificates representing the Option Shares and 
concurrently with LSG's receipt of the Option Shares, LSG shall 
deliver to BIUSA by cheque or wire transfer the amount of the 
purchase price for the Option Shares. BIUSA's delivery of the 
Option Shares to LSG shall constitute a representation and 
warranty by the BIUSA to LSG that BIUSA has good and marketable 
title to the Option Shares, free and clear of any lien, charge, 
pledge, encumbrance, security interest or adverse claim, except 
for restrictions pursuant to this Agreement.  In addition, 
BIUSA shall deliver to LSG all documents, instruments and 
releases and shall do all acts and things as LSG may reasonably 
request, whether before or after closing of the purchase of the 
Option Shares, to vest title to the Option Shares in LSG at the 
closing of such purchase.

7.3.      BIUSA Actions 

     BIUSA shall at all times continue to hold sufficient Shares to 
enable LSG to fully exercise the Option and shall take all such 
actions as may be necessary or appropriate to enable LSG to 
acquire the Option Shares and otherwise to preserve LSG's rights 
pursuant to the Option. BIUSA shall not take any actions that are 
inconsistent with LSG's rights pursuant to the Option.
     
8. PRE-EMPTIVE RIGHTS; SHARE ISSUANCES

Except as otherwise provided in Clause 5.2, the Company shall not issue 
any additional Shares unless such additional Shares shall have first 
been offered to all the Shareholders pro rata in accordance with their 
respective holdings of Shares (a "Rights Offer") in accordance with the 
following procedures:

8.1. Rights Notice

     To effect a Rights Offer, the Board shall cause to be delivered to 
the Shareholders  a notice (the "Rights Notice") specifying the 
total number of Shares being offered, the number of Shares being 
offered to each Shareholder, the subscription price for each Share 
and the date by which such offer, if not accepted, will be deemed 
to have been declined (such date to be not less than six months 
from the date the notice is given)(the "Acceptance Period").

8.2. Acceptance and Issuance of Shares to Shareholders 

     In order to accept the offer to subscribe for Shares pursuant to 
the Rights Notice, a Shareholder shall give notice to the Board 
before expiration of the Acceptance Period, specifying the number 
of Shares for which it subscribes pursuant to the offer made to it 
in the Rights Notice.  A Shareholder that  fails to give such 
notice to the Company within the Acceptance Period shall be deemed 
to have declined the offer to subscribe for Shares.  If any of the 
Shareholders has failed within the Acceptance Period to accept 
subscriptions for all of the Shares offered to it, then the 
Company shall offer such remaining Shares to the other 
Shareholders pro rata in accordance with their respective holdings 
of Shares, which offer shall remain open for acceptance for a 
period of 30 days.  Thereafter, the Company shall issue to the 
accepting Shareholders, in consideration of their payment of the 
subscription price, the number of Shares for which such 
Shareholders have agreed to subscribe.  

8.3. Issuance of Shares to Third Parties

     If fewer than all of the Shares offered to the Shareholders 
pursuant to the Rights Offer are purchased by the Shareholders, 
then during the four months following the earlier of (a) 
expiration of the Acceptance Period and (b) the acceptance or 
rejection by all of the Shareholders of all of the Shares subject 
to the Rights Offer, the Company shall be entitled to issue to 
persons other than the Shareholders any Shares for which the 
Shareholders did not subscribe, provided that such Shares shall be 
issued on economic terms no less favourable to the Company than 
those upon which such Shares were offered to the Shareholders in 
accordance with the Rights Offer.  If the Company does not issue 
such Shares within such four month period, the foregoing pre-
emptive rights shall again apply in respect of unissued Shares.  
Except as provided for in this Clause 8, no Shareholder shall be 
entitled as of right to subscribe for, purchase or receive any 
part of any issue of Shares or securities of the Company now or 
hereafter authorized.  The provisions of this Clause 8 shall 
apply, mutatis mutandis, to securities that by their terms or by 
agreement are convertible into, exchangeable for or carry the 
right to purchase Shares.

9. RESTRICTIONS ON TRANSFER OF SHARES

9.1. General Prohibition on Transfer

No Shareholder shall, without the prior written consent of the 
other Shareholders, Transfer any Shares (or any interest therein) 
now or hereafter held or acquired by such Shareholder, to any 
person except as provided by this Agreement. For purposes of this 
Clause 9, a "Transfer" shall mean any direct or indirect sale, 
gift, mortgage, pledge or other creation of a security interest or 
encumbrance, exchange, assignment or other disposition, including 
a disposition under judicial order, legal process, execution, 
attachment, enforcement of an encumbrance, or transfer to a 
trustee in bankruptcy, and shall include the effective 
accomplishment of any of the foregoing through a series of related 
transactions (including an indirect Transfer through the sale of 
an Affiliate that is a Shareholder) the primary intention of which 
is to avoid the restrictions in this Clause 9.1.   A purported 
Transfer of any Shares or any interest therein in violation of 
this Agreement shall not be valid and the Company shall not 
register any such Shares on the share register of the Company, nor 
shall any voting rights attaching to or relating to such Shares be 
exercised by the purported transferee, nor shall any purported 
exercise of such voting rights by the purported transferee be 
valid or effective, nor shall any dividend or distribution be paid 
or made on such Shares.  

9.2. Transfer to Affiliate 
 
A Shareholder may Transfer all or any part of its interest in its 
Shares to an Affiliate, provided that 

(a)     such Shareholder gives the other Shareholders and the 
Company at least 10 days prior written notice of such 
Transfer; and

(b)     the transferee Affiliate agrees to be bound by the 
provisions of this Agreement and executes a counterpart of 
this Agreement assuming the rights and obligations of a 
Shareholder hereunder.    In the event that LSG Transfers 
less than all of its interests in its Shares to an 
Affiliate, then LSG and the transferee Affiliate each shall 
hold the rights and obligations of a Shareholder hereunder 
except that LSG shall retain its right to nominate 
Directors;

(c)     the transferring Shareholder guarantees the obligations of 
the Affiliate transferee hereunder, except in the case of a 
transfer by LSG of up to 50% of its Shares to Sky Chefs, 
Inc. or an Affiliate of Sky Chefs, Inc.

9.3. Transfer by Right of First Refusal

A Shareholder may Transfer all (but not less than all) of its 
interest in all (but not less than all) of its Shares in 
accordance with the following procedures:


9.3.1. Third Party Offer

       If a Shareholder (the "Transferor") has received a bona fide 
offer from a third party (a "Third Party Offer") for the 
purchase of the Transferor's Shares for cash consideration 
and the Transferor desires to accept the Third Party Offer,  
the Transferor shall, prior to transferring its Shares to 
such third party,  make to the other Shareholders (the 
"Offerees") an offer in writing to sell to the Offerees, pro 
rata based on their respective holdings of Shares, the 
Shares proposed to be transferred by the Transferor (the 
"Offer").  Attached to the Offer shall be a statement of the 
Transferor's intention to transfer the Shares to the third 
party, subject to the Offerees' right of first refusal, and 
all particulars of the proposed transfer including a copy of 
the Third Party Offer.

9.3.2. Offer Period

     The Offerees shall have 30 days after delivery of the Offer 
(the "Offer Period") to notify the Transferor whether or not 
they intend to purchase all the Transferor's Shares.  If one 
of the Offerees does not accept the Offer within the Offer 
Period, the Offer Period shall be deemed extended by 10 days 
and the other Offeree shall be entitled to purchase the 
Transferor's Shares that had been offered to the non-
accepting Offeree by giving notice to the Transferor within 
such 10 day period. 

9.3.3. Acceptance

     If the Offerees accept the Offer in full, the Transferor  
shall sell, and the Offerees shall purchase,  the 
Transferor's Shares at the price and on the terms set forth 
in the Third Party Offer,  and such sale and purchase shall 
be completed within 20 days after the end of the Offer 
Period. 

9.3.4.      Third Party Sale

     If the Offerees have not accepted the Offer pursuant to 
Clause 9.3.2  within the Offer Period, the Transferor shall 
be entitled, any time within 60 days after the expiration of 
such Offer Period to sell in a bona fide sale and on the 
terms and conditions contained in the Third Party Offer all 
(but not less than all) of the Transferor's interest in all 
(but not less than all) of the Transferor's Shares to the 
third party that made the Third Party Offer.


9.3.5.      Good Title

     The acceptance by the Transferor of payment from the 
Offerees for the Transferor's Shares shall constitute a 
representation and warranty by the Transferor that the 
Transferor has good and marketable title to the Transferor's 
Shares, free and clear of any lien, charge, pledge, 
encumbrance, security interest or adverse claim, except for 
restrictions pursuant to this Agreement.  In addition, the 
Transferor shall deliver to the Offerees all documents, 
instruments and releases and shall do all acts and things as 
the Offerees may reasonably request, whether before or after 
closing of the Transfer, to vest title to the Transferor's 
Shares in the Offerees at the closing of such transfer.

9.4. Regulatory Compliance

Notwithstanding any other provision of this Agreement, it shall be 
a condition precedent to the closing of any Transfer of Shares 
pursuant to this Agreement that such Transfer shall comply in all 
respects with all applicable laws and that all consents or 
approvals of governmental, airport, licensing or other regulatory 
authorities with jurisdiction over the Company, its Shares, its 
assets or its business reasonably necessary to effect the Transfer 
of Shares and to permit the effective operation of the Company's 
business in the ordinary course following such Transfer shall have 
been received.  If, in the reasonable opinion of the Board, such a 
consent or approval is required to effect such Transfer, then the 
closing of such Transfer shall be postponed until such consent is 
obtained, subject to a maximum postponement of 90 days.  The 
transferring Shareholder shall be responsible for obtaining all 
necessary consents or approvals and the Company and the 
transferring Shareholder shall cooperate with the transferee of 
the Shares in such endeavour.  If such consent or approval cannot 
be obtained within such 90 day period, than the agreement to 
effect the Transfer shall be null and void and no party thereto 
will have any further rights or obligations thereunder.

9.5. Pledge of Shares

     A Shareholder may pledge up to 50% of the Shares it holds on the 
condition that the pledge agreement in respect of such pledge 
provides that (a) in the event the pledgee is entitled to 
foreclose on the pledged Shares, such pledgee shall give the other 
Shareholders a right to acquire each of such pledged Shares for 
the Specified Value, as defined in Clause 9.7 and (b) the Company 
consents to such pledge agreement, which consent shall not be 
unreasonably withheld or delayed.  In addition, if the 
Shareholders unanimously agree, all the Shareholders may pledge 
their Shares for the purpose of obtaining third party financing 
for the Company.

9.6. Insolvency and Involuntary Transfers

     If a Shareholder should enter into liquidation, either voluntary 
or compulsory, or become insolvent, or enter into corporate 
reorganization proceedings or receivership or bankruptcy, or 
otherwise face an involuntary Transfer of such Shareholder's 
Shares, then such Shareholder shall send written notice thereof to 
the Company and the other Shareholders disclosing in full to them 
the nature and details of such involuntary Transfer.  Such notice 
shall constitute an Offer and the provisions of Clause 9.3 shall 
govern to the extent applicable, except that the Acceptance Period 
shall run for a period of 90 days from the later of such 
involuntary Transfer or the sending of such notice, and the 
purchase price for each of such shares shall be an amount equal to 
the Specified Value as defined in Clause 9.7 and shall be payable 
in cash.

9.7. Specified Value

     The term "Specified Value" as used in Clauses 9.5 and 9.6 shall 
mean an amount equal to the adjusted book value of one Share, 
determined by the Company's accountants as follows:  the book 
value of one Share shall be determined in accordance with 
generally accepted accounting principles using the accrual method 
of accounting applied on a basis consistent with the preceding 
period, including, but not limited to, accounts receivable, less 
an allowance for uncollectable items.  The adjusted book value 
shall be an amount equal to such book value increased by the 
excess, or decreased by the deficit, of the fair market value of 
the inventory, leasehold and leasehold improvements and real 
property, if any, of the Company over, or below in the case of a 
deficit, the book value (i.e., cost less accumulated depreciation 
and amortization) of such assets; provided, however, that goodwill 
shall not be taken into account.  The determination of the 
Specified Value shall be made as of the date of the pledge 
foreclosure (under Clause 9.6) or other involuntary Transfer 
(under Clause 9.7), unless such event is within two months before 
or after the end of a financial year of the Company, in which case 
the determination shall be made as of the last day of such 
financial year.

10. TERM

10.1. Effectiveness

This Agreement shall come into force and effect as of the date 
hereof as set forth on the first page of this Agreement and shall 
supersede the Joint Venture Agreement dated February 6, 1996 
between BIUSA and TOPflight, which agreement shall be deemed 
terminated as of the date hereof.

10.2. Termination

All rights and obligations of a Shareholder arising under this 
Agreement shall terminate (except as otherwise specified herein) 
on the earliest of:

(a)     the date on which such Shareholder ceases to be the holder 
of any Shares; 

(b)     the date on which this Agreement is terminated by written 
agreement of all the Shareholders;

(c)     the date on which the Company is dissolved in accordance 
with  applicable law.

10.3. Continuing Rights and Obligations

A termination of this Agreement shall not affect or prejudice any 
rights or obligations which have accrued or arisen under this 
Agreement prior to the time of termination and such rights and 
obligations shall survive termination of this Agreement.

11. CONFIDENTIALITY  
     
The parties hereto shall at all times keep confidential the contents of 
this Agreement and the transactions contemplated hereby.  Each party 
hereto shall also keep confidential, and procure that any person 
Controlling, Controlled by or under common Control with such party, 
shall keep confidential, all trade secrets and other confidential 
information of any other party hereto made available to it in connection 
with this Agreement or otherwise in connection with the business of the 
Company, and shall not use or disclose any such trade secrets or other 
confidential information except if and to the extent that such use or 
disclosure is necessary for the conduct of the Company's business.   The 
restrictions of this Clause 11 shall not apply to information (a) that 
is or becomes generally available to the public other than as a result 
of unauthorized disclosure; (b) that was available to the receiving 
party on a nonconfidential basis prior to receipt from the providing 
party or is received thereafter from a third party without restriction 
and without breach of obligation;  or (c) that is disclosed pursuant to 
the requirement of a court or government agency with applicable 
jurisdiction (including, as applicable, the U.S. Securities and Exchange 
Commission), provided that, if reasonably possible, the disclosing party 
gives the providing party 10 days prior written notice of such 
disclosure.  The obligations of this Clause 11 shall survive termination 
of this Agreement.

12. MISCELLANEOUS

12.1. Assignment

     No party hereto shall assign this Agreement, in whole or in 
part, whether by operation of law or otherwise, unless such 
party shall have obtained the prior written consent of all the 
other parties, except to the extent such assignment arises out 
of the transfer by a Shareholder to an Affiliate of such 
Shareholder in accordance with Clause 9.2.

12.2. Entire Agreement; Amendment

This Agreement, including the Annexes hereto and other writings 
referred to herein or delivered pursuant hereto, constitutes the 
entire agreement among the parties hereto with respect to the 
transactions contemplated herein, and it supersedes all prior oral 
or written agreements, commitments or understandings with respect 
to the matters provided for herein (including, without limitation, 
the Joint Venture Agreement between BIUSA and TOPflight (under the 
name "TOPflight AB") dated February 5, 1996 and the Memorandum of 
Understanding between LSG and BIUSA dated July 16, 1997).  No 
amendment, modification or discharge of this Agreement shall be 
valid or binding unless set forth in writing and duly executed by 
the party against whom enforcement of the amendment, modification, 
or discharge is sought.

12.3. Severability

If any part of any provision of this Agreement or any other 
agreement or document given pursuant to or in connection with this 
Agreement shall be invalid or unenforceable in any respect, such 
part shall be ineffective to the extent of such invalidity or 
unenforceability only, without in any way affecting the remaining 
parts of such provision or the remaining provisions of this 
Agreement.

12.4. Waiver

No delay or failure on the part of any party hereto in exercising 
any right, power or privilege under this Agreement or under any 
other instruments given in connection with or pursuant to this 
Agreement shall impair any such right, power or privilege or be 
construed as a waiver of any default or any acquiescence therein.  
No single or partial exercise of any such right, power or 
privilege shall preclude the further exercise of such right, power 
or privilege, or the exercise of any other right, power or 
privilege.  No waiver shall be valid against any party hereto 
unless made in writing and signed by the party against whom 
enforcement of such waiver is sought and then only to the extent 
expressly specified therein.

12.5. Time of Essence

Time is of the essence in this Agreement.

12.6. Limitation on Benefit

It is the explicit intention of the parties hereto that no person 
or entity other than the parties hereto is or shall be entitled to 
bring any action to enforce any provision of this Agreement 
against any of the parties hereto, and the covenants, undertakings 
and agreements set forth in this Agreement shall be solely for the 
benefit of, and shall be enforceable only by, the parties hereto 
or their respective successors,  administrators, legal 
representatives and permitted assigns.

12.7. Binding Effect

This Agreement shall be binding upon and shall inure to the 
benefit of the parties hereto and their respective successors, 
administrators, legal representatives and permitted assigns.

12.8. Governing Law

This Agreement, the rights and obligations of the parties hereto, 
and any claims or disputes relating thereto, shall be governed by 
and construed in accordance with the laws of the British Virgin 
Islands.

12.9. Arbitration

     The parties hereto shall attempt to settle promptly and amicably 
by negotiation and consultation any  disputes, controversies and 
claims between or among them or the Company arising hereunder.  
However, in the event the parties hereto are unable to reach a 
satisfactory resolution thereof, any such dispute, controversy or 
claim shall be referred to and finally resolved by arbitration 
under the Rules of the Arbitration Institute of the Stockholm 
Chamber of Commerce.  The arbitration tribunal shall consist of 
three arbitrators who are nationals of member states of the 
European Union (other than Denmark and Sweden) to be selected in 
accordance with such Rules.  The place of arbitration shall be 
Stockholm, Sweden.  The language of the arbitration shall be 
English.

12.10.      Notices

All notices, demands, requests, or other communications which may 
be or are required to be given, served, or sent by any party to 
any other party pursuant to this Agreement shall be in writing and 
shall be hand-delivered, sent by overnight courier, or mailed by 
first-class registered or certified post, return receipt 
requested, postage prepaid, or transmitted by telegram, fax or 
telex, addressed as follows:
     
     (i)     If to LSG:

               LSG Lufthansa Service Europe/Afrika GmbH
               Am Holzweg 26
               D-65830  Kriftel
               Federal Republic of Germany

               Attention:  Gerhard Schmidt

               Fax:  49 6192 974 198
     
     with a copy (which shall not constitute notice) to:

               Hogan & Hartson L.L.P.
               21 Garlick Hill
               London EC4V 2AU
               England

               Attention:  Daniel H Maccoby

               Fax:  44 171 329-0299

          (ii)     If to BIUSA:

               1990 Post Oak Blvd.
               Suite 1630
               Houston, Texas 77056
               USA

               Attention: 

               Fax:  1 713 961 9298

     with a copy (which shall not constitute notice) to:


          (iii)     If to TOPflight:

               TOP Flight Catering AB
               Box 216
               190 47 Stockholm Arlanda
               Sweden

               Attention:  Morten Andreasen

               Fax:  46 8 797 7922

     with a copy (which shall not constitute notice) to:


Each party may designate by notice in writing a new address to 
which any notice, demand, request or communication may thereafter 
be so given, served or sent.  Each notice, demand, request, or 
communication which shall be transmitted in the manner described 
above, shall be deemed sufficiently given, served, sent, received 
or delivered for all purposes at such time as it is delivered to 
the addressee (with the return receipt, the delivery receipt, or 
the answerback being deemed conclusive, but not exclusive, 
evidence of such delivery) or at such time as delivery is refused 
by the addressee upon presentation.

12.11. Headings; References 

The headings contained in this Agreement are inserted for 
convenience of reference only, shall not be deemed to be a part of 
this Agreement for any purpose, and shall not in any way define or 
affect the meaning, construction or scope of any of the provisions 
hereof.  All references to Clauses and Annexes in this Agreement 
shall, unless otherwise specified, be references to Clauses and 
Annexes of this Agreement.

12.12. Execution in Counterparts

To facilitate execution, this Agreement may be executed in as many 
counterparts as may be required; and it shall not be necessary 
that the signatures of, or on behalf of, each party, or that the 
signatures of all persons required to bind any party, appear on 
each counterpart; but it shall be sufficient that the signature 
of, or on behalf of, each party, or that the signatures of the 
persons required to bind any party, appear on one or more of the 
counterparts.  All counterparts shall collectively constitute a 
single agreement.  It shall not be necessary in making proof of 
this Agreement to produce or account for more than a number of 
counterparts containing the respective signatures of, or on behalf 
of, all of the parties hereto.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly 
executed on their behalf, on the day and year first hereinabove set forth.

          
                                                                 
     LSG LUFTHANSA SERVICE                
     EUROPA/AFRIKA GMBH

     By  /s/  Gerhardt Schmidt
         ----------------------------------


     BALTIC INTERNATIONAL USA, INC.

     By  /s/  James W. Goodchild
         ----------------------------------


      TOP FLIGHT CATERING AB


     By  /s/  Morten Andreasen_______
         ----------------------------------
         /s/  Gerhardt Schmidt
         ----------------------------------

ANNEX A


INITIAL DIRECTORS and NON-VOTING OBSERVERS


Directors Designated by BIUSA

1.     Jonas af Jochnick

2.     James W. Goodchild

Directors Designated by TOPflight

1.     Morten Andreasen

2.     Leonard Gustafson

Director Designated by LSG

1.     Gerhardt Schmidt

Non-Voting Observers Designated by LSG and TOPflight

1.     Lars Monie

2.     Bo Frolen


                                  ANNEX B


                             1998 ANNUAL BUDGET



                         AIRO Catering Services Inc.

                            Budget 1998 (1000 USD)


Lufthansa                                                560
Other National and International Airlines               6344
Other revenues                                           242

Net sales                                               7146

Cost of sales                                           2458
Outside services                                          16
Airport fee                                              140

Gross profit                                            4532

Labor cost                                              1422
Building cost/rental                                     161
Maintenance                                               45
Services                                                  64
Misc., supplies/utilities                                362
Other controllables                                      203
Management fee                                           161

Gross operating profit                                  2114

Depreciation                                             168
Interest                                                 174

Net profit                                              1772