WARRANT AGENCY AGREEMENT


             


            
            THIS WARRANT AGREEMENT (the “Agreement”) is dated as of the
            30th day of July, 2007, between Caspian Services, Inc., a Nevada
            corporation, (hereinafter called the “Company”) and Interwest Transfer
            Company, Inc., (hereinafter called “Warrant Agent”).


             


            W
            I T N E S S E T H


             


            
            WHEREAS, the Company proposes to issue and sell in a private placement
            (the “Offering”) a minimum of 2,800,000 Units and a maximum of 5,560,000
            Units; each Unit consisting of three shares of restricted Common Stock with one warrant
            redeemable within three years of the date of issuance to purchase one share of Common
            Stock at a price of $4.00 per share (the “Warrants”). The Warrants are
            subject to certain limitations and restrictions as set forth in this
            Agreement;


             


            
            WHEREAS, the Company desires the Warrant Agent to act on behalf of the
            Company, and the Warrant Agent is willing to so act, in connection with the issuance,
            registration, transfer, exchange and exercise of the Warrants;


             


            
            NOW THEREFORE, in consideration of the premises and mutual agreements
            contained herein, it is agreed as follows:


             


            
                	
                            
                            SECTION 1.

                        	
                            
                            Appointment of Warrant Agent.

                        


            


             


            
            The Company hereby appoints the Warrant Agent to act as agent for the
            Company in connection and accordance with this Agreement, and the Warrant Agent hereby
            accepts the appointment.


             


            
                	
                            
                            SECTION 2.

                        	
                            
                            Form of Warrant.

                        


            


             


            
            The text of the Warrant and the form of election to purchase shares to
            be printed on the reverse thereof shall be substantially as set forth respectively in
            Exhibit A hereto. The number of shares issuable upon exercise of the Warrants is
            subject to adjustment on the occurrence of certain events, as described herein. The
            Warrants shall be executed on behalf of the Company by a manual or facsimile signature
            of the present or future president, chief executive officer or vice president of the
            Company, under its corporate seal affixed or in facsimile, and attested to by the
            secretary or an assistant secretary.


             


            
            Warrants shall be dated as of the closing date of the Private Offering
            commenced on May 21, 2007 (the “Effective Date”).


             


            
                	
                            
                            SECTION 3.

                        	
                            
                            Countersignature and
                            Registration.

                        


            


             


            
                	
                            
                             

                        	
                            
                            The Warrant Agent shall maintain books for the transfer
                            and registration of Warrants.

                        


            


             

            
            


            

            

            Upon
            the initial issuance of the Warrants, the Warrant Agent shall issue and register the
            Warrants in the names of the respective holders thereof. The Warrants shall be
            countersigned manually or by facsimile by the Warrant Agent (or by any successor to the
            Warrant Agent then serving under this Agreement), and shall not be valid for any
            purpose unless so countersigned. Warrants may be so countersigned by the Warrant Agent
            notwithstanding that the person whose manual or facsimile signature appears thereon as
            the proper officers of the Company have ceased to be such officers at the time of such
            countersignature and delivery.


             


            
            SECTION 4. Transfers and
            Exchanges.


             


            
            The Warrant Agent shall not permit the transfer of any Warrant unless
            authorized in writing by the Company. Warrants which have been canceled shall be
            delivered upon request by the Warrant Agent to the Company. Warrants may be exchanged
            at the option of the holder thereof, when surrendered at the office of the Warrant
            Agent, for another Warrant or Warrants of different denominations, of like tenor, and
            representing in the aggregate the right to purchase a like number of shares of Common
            Stock.


             


            
            SECTION 5. Exercise of
            Warrants.


             


            
            Subject to the provisions of this Agreement, each registered holder of
            Warrants shall have the right to purchase from the Company, and the Company shall issue
            and sell to such registered holder, the number of fully paid and nonassessable shares
            of Common Stock of the Company specified in the Warrants, upon surrender to the Company
            at the office of the Warrant Agent of such Warrants, with the form of election to
            purchase the Warrants filled out and signed, and upon payment to the Company of the
            Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part.
            In the event of exercise in part, the Warrant Agent shall issue and deliver to the
            Warrant Holder another Warrant of like tenor representing the unexercised number of
            shares. Payment for the shares upon exercise of Warrants shall be in cash or by
            certified check to the order of the Company. Warrants may be exercised for a period of
            three years beginning at the Closing of the Offering, provided that the transaction is
            registered under the Securities Act of 1933 or is exempt from such registration.
            Warrant Agent shall submit each request to exercise by Warrant Holders to the Company
            to determine whether there is an applicable registration or exemption from such
            registration for the exercise of the warrant. No adjustment shall be made for any
            dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section
            5, hereof, upon surrender of Warrants and payment of the Warrant Price, the Company
            shall issue and cause to be delivered with all reasonable dispatch to, or upon the
            written order of the registered holder of Warrants exercised, and in such name or names
            as the holder shall designate, a certificate or certificates representing the shares so
            purchased, together with cash, as provided in Section 11, hereof, in respect of any
            fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate
            or certificates shall be deemed to have been issued, and any person so designated to be
            named therein shall be deemed to have become a holder of record of such shares as of
            the date of surrender of the Warrants, and the payment of the Warrant Price; provided,
            however, that if, at the date of surrender of such Warrants and the payment of such
            Warrant Price, the transfer books for the Common Stock or other class of stock
            purchasable upon


             


            
            2


             

            
            


            

            

            the
            exercise of such Warrants shall be closed, the certificates for the shares in respect
            of which such Warrants are then exercised shall be issuable as of the date of which
            such books shall be opened, whether before, on, or after 5:00 p.m., Utah time, on the
            respective dates of expiration of the Warrants, and until such date, the Company shall
            have no obligation or duty to deliver any certificate for such shares; provided,
            further, however, that the transfer books, unless otherwise required by law or
            applicable rule of any national securities exchange, or bylaw of the Company, shall not
            be closed at any one time for a period in excess of 20 days. The Company, whenever
            requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly
            executed on behalf of the Company for such purpose. The Company shall pay all taxes and
            other governmental charges (other than income tax) that may be imposed in respect of
            the issue or delivery of the shares issued upon the exercise of any Warrants. The
            Company shall not be required, however, to pay any tax or other charge imposed in
            connection with any transfer involved in the issue of the any certificate for shares in
            any name other than that of the Warrant Holder surrendered in connection with the
            purchase of such shares, and in such case neither the Company nor the Warrant Agent
            shall be required to issue or deliver any stock certificate until such tax or other
            charge has been paid or it has been established to the Company’s satisfaction
            that no tax or charge is due.


             


            
            SECTION 6. Call
            Provision.


             


            
            (a) Subject to the provisions of clause (b) below, in the event that the
            closing sales price of a share of Common Stock as traded on the most senior exchange or
            quotation medium where the shares are quoted equals or exceeds $8.00 (appropriately
            adjusted for any stock split, reverse stock split, stock dividend or other
            reclassification or combination of the Common Stock occurring after the date hereof)
            for at least five consecutive trading days, the Company, upon 30 days prior written
            notice (the “Notice Period”) given to the Warrantholder, shall have the
            right to call some or all of the then outstanding Warrants at a redemption price equal
            to $0.001 per share of Common Stock then purchasable pursuant to the outstanding
            Warrants. Notwithstanding any such notice by the Company, the Warrantholder shall have
            the right to exercise any Warrants prior to the end of the Notice Period.


             


            
            (b) In connection with any transfer or exchange of less than all of the
            Warrants, the transferring Warrantholder shall deliver to the Warrant Agent an
            agreement or instrument executed by the transferring Warrantholder and the new
            Warrantholder allocating between them on whatever basis they may determine in their
            sole discretion any subsequent call of this Warrant by the Company, such that after
            giving effect to such transfer the Company shall have the right to call the same number
            of Warrants that it would have had if the transfer or exchange had not
            occurred.


             


            
            SECTION 7. Replacement of
            Warrant.


             


            
            Upon receipt of evidence reasonably satisfactory to the Company of the
            ownership of and the loss, theft, destruction or mutilation of this Warrant and (in the
            case of loss, theft or destruction) upon delivery of a lost instrument bond (open
            penalty) satisfactory to the Company


             


            
            3


             

            
            


            

            

            and
            Warrant Agent, or (in the case of mutilation) upon surrender and cancellation of the
            mutilated Warrant, the Company will execute and the Transfer Agent will countersign and
            deliver, in lieu thereof, a new Warrant of like tenor.


             


            
            SECTION 8. Reservation of Common
            Stock.


             


            
            The Company has reserved and shall at all times reserve and keep
            available out of its authorized but unissued shares of Common Stock, solely for the
            purpose of issuance upon the exercise of this Warrant, such number of shares of Common
            Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees
            that, upon exercise of this Warrant and payment of the purchase price therefor, all
            shares of Common Stock issuable upon such exercise shall be duly and validly issued,
            fully paid and nonassessable. The Company will keep a copy of this Agreement on file
            with the Transfer Agent for the Common Stock and with every subsequent transfer agent
            for any shares of the Company’s capital stock issuable upon the exercise of the
            rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably
            authorized to requisition from time to time such Transfer Agent for stock certificates
            required to honor outstanding Warrants. The Company will supply such Transfer Agent
            with duly executed stock certificates for such purpose and will itself provide or
            otherwise make available any cash which may be required to be paid if the Company
            elects not to issue fractional shares under Section 11 hereof. Any Warrant certificates
            surrendered in the exercise of the rights thereby evidenced shall be canceled by the
            Warrant Agent and shall thereafter be delivered to the Company, and such canceled
            Warrants shall constitute sufficient evidence of the number of shares of Common Stock
            which have been issued upon the exercise of such Warrants. Promptly after the date of
            expiration of the Warrants, the Warrant Agent shall certify to the Company the total
            aggregate amount of Warrants then outstanding.


             


            
            SECTION 9. Warrant
            Price.


             


            
            The Warrant price at which Common Stock shall be purchasable shall be
            $4.00 per share at any time during the period commencing at the closing date of the
            Offering commenced on May 21, 2007 and until three years after the closing date of the
            private offering. The Company will confirm the expiration date of each warrant to the
            Warrant Agent.


             


            
            SECTION 10. Protection Against
            Dilution.


             


            
                	
                            
                             

                        	
                            
                            a.

                        	
                            
                            Adjustment for Subdivisions, Combinations or
                            Dividends.

                        


            


             


            
            In case the Company shall at any time, or from time to time, after the
            Effective Date subdivide or combine the outstanding shares of Common Stock or declare a
            dividend payable in Common Stock, the exercise price of the Warrants in effect
            immediately prior to the subdivision, combination or record date for such dividend
            payable in Common Stock shall forthwith be proportionately increased, in the case of
            combination, or decreased, in the case of subdivision or dividend payable in Common
            Stock, and each share of Common Stock purchasable upon exercise of each Warrant shall
            be changed to the number determined by dividing the then current


             


            
            4


             

            
            


            

            

            
            exercise price by the exercise price as adjusted after the subdivision,
            combination or dividend payable in Common Stock. Upon the occurrence of any
            subdivision, combination or dividend, the Company will confirm to the Warrant Agent the
            adjusted exercise price of each outstanding warrant.


             


            
                	
                            
                             

                        	
                            
                            b.

                        	
                            
                            Adjustment for Certain Dividends and
                            Distributions.

                        


            


             


            
            In the event the Company at any time, or from time to time, after the
            Effective Date makes or fixes a record date for the determination of holders of Common
            Stock entitled to receive a dividend or other distribution payable in securities of the
            Company other than shares of Common Stock, then and in each such event, provisions
            shall be made so that each Warrant Holder (the “Holder”) shall receive upon
            exercise of the Warrant, in addition to the number of shares of Common Stock receivable
            thereupon, the amount of securities of the Company which the Holder would have received
            had its Warrant been exercised into Common Stock on the date of such event and had it
            thereafter, during the period from the date of such event to and including the date of
            exercise, retained such securities receivable by it as aforesaid during such period,
            subject to all other adjustments called for during such period under this Section 10
            with respect to the rights of the Holder of the Warrant.


             


            
                	
                            
                             

                        	
                            
                            c.

                        	
                            
                            Adjustment for Reclassification, Exchange and
                            Substitution.

                        


            


             


            
            If the Common Stock issuable upon the exercise of the Warrants is
            changed into the same or a different number of shares of any class or classes of stock,
            whether by recapitalization, reclassification or otherwise (other than a subdivision or
            combination of shares or stock dividend or other distribution payable in securities or
            a reorganization, merger, consolidation or sale of assets, provided for elsewhere in
            this Section 10), then and in any such event the Holder shall have the right
            thereafter, upon exercise of the Warrant, to receive the kind and amount of stock and
            other securities and property receivable upon such recapitalization, reclassification
            or other change, in an amount equal to the amount that the Holder would have been
            entitled to had the Holder exercised the Warrant immediately prior to such
            recapitalization, reclassification or other change, but only to the extent the Warrant
            is actually exercised, all subject to further adjustment as provided herein.


             


            
                	
                            
                             

                        	
                            
                            d.

                        	
                            
                            Reorganization, Mergers, Consolidations or Sales of
                            Assets.

                        


            


             


            
            If at any time, or from time to time, there is a capital reorganization
            of the Common Stock (other than a recapitalization, subdivision, combination,
            reclassification or exchange of the Common Stock provided for elsewhere in this Section
            10) or merger or consolidation of the Company with or into another corporation, or the
            sale of all or substantially all of the Company’s properties and assets to any
            other person then, as a part of such reorganization, merger, consolidation or sale,
            provision shall be made so that the Holder of each Warrant shall thereafter be entitled
            to receive, upon exercise of each Warrant (and only to the extent such Warrant is
            exercised), the number of shares of stock or other securities or property of the
            Company, or of the successor corporation resulting from such merger or consolidation or
            sale, to which a Holder


             


            
            5


             

            
            


            

            

            of
            Common Stock, or other securities, deliverable upon the exercise of the Warrant would
            otherwise have been entitled had the Holder exercised the Warrant immediately prior to
            such capital reorganization, merger, consolidation, or sale.


             


            
            SECTION 11. Fractional
            Interest.


             


            
            The Company shall not be required to issue fractions of Common Stock on
            the exercise of Warrants. If any fraction of a common share would, except for the
            provisions of this Section, be issuable on the exercise of any Warrant (or specified
            portions thereof), the Company shall purchase such fraction for an amount in cash equal
            to the current market value of such fraction based upon the current market price of the
            common share determined in the manner set forth below. For purposes of this Section,
            the current market price on each day shall be the last reported sales price, regular
            way, in either case on any national securities exchange on which the Common Stock are
            listed or admitted to trading, or, if the Common Stock are not listed or admitted to
            trading on any such exchange, the average of the bid and asked prices on such day as
            reported on NASDAQ, or if such shares are not then listed on NASDAQ, as furnished by
            National Quotation Bureau Incorporated or any similar organization selected from time
            to time by the Company for the purpose. All calculations under this Section shall be
            made to the nearest cent or to the nearest one-hundredth of a share, as the case may
            be.


             


            
            SECTION 12. Notices of Warrant
            Holders.


             


            
            Nothing contained in this Warrant shall be construed as conferring upon
            any Warrant Holder hereto the right to vote or to consent or to receive notice as a
            shareholder in respect of any meetings of shareholders for the election of directors or
            any other matter or as having any rights whatsoever as a shareholder of the Company.
            If, however, at any time prior to the expiration of the Warrant and prior to its
            exercise, any of the following events shall occur:


             


            
            a.         The Company
            shall fix a record date of the Holders of its shares of Common Stock for the purpose of
            entitling them to receive a dividend or distribution; or


             


            
            b.         The Company
            shall offer to the Holders of its Common Stock any additional shares of capital stock
            of the Company or securities convertible into or exchangeable for shares of capital
            stock of the Company, or any option (except for options to be granted to
            Company’s employees pursuant to a stock option plan approved by the
            Company’s Board of Directors), right or warrant, to subscribe therefor;
            or


             


            
                	
                            
                             

                        	
                            
                            c.

                        	
                            
                            The Company shall call any of the Warrants for
                            redemption; or

                        


            


             


            
            d.         A merger,
            consolidation, dissolution, liquidation or winding up of the Company or a sale of all
            or substantially all of its property, assets and business as an entirety shall be
            proposed;


             


            
                	
                            
                             

                        	
                            
                            The Company shall give written notice of such event to
                            the Warrant Holder at least thirty

                        


            


             


            
            6


             

            
            


            

            

            (30)
            days prior to the date fixed as a record date or the date of closing the transfer books
            for the determination of the shareholders entitled to receive such dividend,
            distribution, convertible or exchangeable securities or subscription rights, entitled
            to vote on such proposed dissolution, liquidation, winding up or sale, or in the case
            where Warrants have been called for redemption, the Company shall give written notice
            of such event to the Warrant Holder at least sixty (60) days prior to the date fixed as
            a record date. Such notice shall specify such record date, the date of closing the
            transfer books, or the redemption date, as the case may be. Failure to give such notice
            or any defect therein shall not affect the validity of any action taken in connection
            with the declaration or payment of any such dividends or the issuance of any
            convertible or exchangeable securities, or subscription rights, options or warrants or
            any proposed dissolution, liquidation, winding up, sale or redemption.


             


            
            All notices, requests, consents and other communications hereunder shall
            be in writing and shall be deemed to have been duly made when delivered, or mailed by
            U.S. mail, postage prepaid:


             


            
            a.         If to any
            Warrant Holder, to the address of such Holder as shown on the books of the Company;
            or


             


            
            b.         If to the
            Company, to the address of the Company on the records of the Warrant Agent.


             


            
            The Company shall cause copies of all financial statements and reports,
            proxy statements and other documents it shall send to its shareholders to be sent by
            U.S. mail, postage prepaid, on the date of mailing to such shareholder, to each
            registered Warrant Holder at his address appearing on the Warrant register as of the
            record date for the determination of the shareholders entitled to such
            documents.


             


            
            SECTION 13. Disposition of Proceeds
            on Exercise of Warrants.


             


            
            a.         The Warrant
            Agent shall account promptly to the Company with respect to Warrants exercised and
            concurrently deposit in a special account in a local bank designated by the Warrant
            Agent for the benefit of the Company all moneys received by the Warrant Agent for the
            purchase of Common Stock through the exercise of such Warrants.


             


            
            b.         The Warrant
            Agent shall keep copies of this Agreement available for inspection by holders of
            Warrants during normal business hours.


             


            
            SECTION 14. Merger or Consolidation
            or Change of Name of Warrant Agent.


             


            
            Any corporation or company which may succeed to the business of the
            Warrant Agent by any merger or consolidation or otherwise to which the Warrant Agent
            shall be a party, or any corporation or company succeeding to the corporate trust
            business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder
            without the execution or filing of any paper or any


             


            
            7


             

            
            


            

            

            
            further act on the part of any of the parties hereto, provided that such
            corporation would be eligible for appointment as a successor Warrant Agent. In case at
            the time any of the Warrants shall not have been countersigned, any successor to the
            Warrant Agent may countersign such Warrants either in the name of the predecessor
            Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such
            Warrant shall have the full force provided in the Warrant and in this
            Agreement.


             


            
            SECTION 15. Duties of Warrant
            Agent.


             


            
            The Warrant Agent undertakes the duties and obligations imposed by this
            Agreement upon the following terms and conditions, by all of which the Company and the
            Warrant Holders, by their acceptance thereof, shall be bound:


             


            
            a.         The statements
            of fact and recitals contained herein and in the Warrants shall be taken as statements
            of the Company, and the Warrant Agent assumes no responsibility for the correctness of
            any of the same except such as described by the Warrant Agent or action taken or to be
            taken by it. The Warrant Agent assumes no responsibility with respect to the
            distribution of the Warrants except as herein expressly provided.


             


            
            b.         The Warrant
            Agent shall not be responsible for any failure of the Company to comply with any of the
            covenants contained in this Agreement or in the Warrants to be complied with by the
            Company.


             


            
            c.         The Warrant
            Agent may consult at any time with counsel satisfactory to it (who may be counsel for
            the Company) and the Warrant Agent shall incur no liability or responsibility to the
            Company or to any holder of any Warrant in respect of any action taken, suffered or
            omitted by it hereunder in good faith and in accordance with the opinion or the advice
            of such counsel.


             


            
            d.         The Warrant
            Agent shall incur no liability or responsibility to the Company or to any holder of any
            Warrant for any action taken in reliance on any notice, resolution, waiver, consent,
            order, certificate, or other paper, document or instrument believed by it to be genuine
            and to have been signed, sent or presented by the proper party or parties.


             


            
            e.         The Company
            agrees to pay to the Warrant Agent reasonable compensation for all services rendered by
            the Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent
            for all expenses, taxes and governmental charges and other charges of any kind and
            nature incurred by the Warrant Agent in the execution of this Agreement and to
            indemnify the Warrant Agent and save it harmless against any and all liabilities,
            including judgments, costs and reasonable counsel fees, for anything done or omitted by
            the Warrant Agent in the execution of this Agreement except as a result of the Warrant
            Agent’s gross negligence, willful misconduct, or bad faith.


             


            
                	
                            
                             

                        	
                            
                            f.

                        	
                            
                            The Warrant Agent shall be under no obligation to
                            institute any action, suit or

                        


            


             


            
            8


             

            
            


            

            

            
            legal proceeding or to take any other action likely to involve expense
            unless the Company or one or more registered holders of Warrants shall furnish the
            Warrant Agent with reasonable security and indemnity acceptable to Warrant Agent for
            any costs and expenses which may be incurred, but this provision shall not affect the
            power of the Warrant Agent to take such action as the Warrant Agent may consider
            proper, whether with or without any such security or indemnity. All rights of action
            under this Agreement or under any of the Warrants may be enforced by the Warrant Agent
            without the possession of any of the Warrants or the production thereof at any trial or
            other proceeding relating thereto, and any such action, suit or proceeding instituted
            by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of
            judgment shall be for the ratable benefit of the registered holders of the Warrants, as
            their respective rights or interests may appear.


             


            
            g.         The Warrant
            Agent and any shareholder, director, officer, partner or employee of the Warrant Agent
            may buy, sell or deal in any of the Warrants or other securities of the Company or
            become pecuniarily interested in any transaction in which the Company may be
            interested, or contract with or lend money to or otherwise act as fully and freely as
            though it were not Warrant Agent under this Agreement. Nothing herein shall preclude
            the Warrant Agent from acting in any other capacity for the Company or for any other
            legal entity.


             


            
            h.         The Warrant
            Agent shall act hereunder solely as agent and not in a ministerial capacity, and its
            duties shall be determined solely by the provisions hereof. The Warrant Agent shall not
            be liable for anything which it may do or refrain from doing in connection with this
            Agreement except for its own gross negligence, willful misconduct or bad
            faith.


             


            
            i.          The
            Warrant Agent may execute and exercise any of the rights or powers hereby vested in it
            or perform any duty hereunder either itself or by or through its attorneys, agents or
            employees, and the Warrant Agent shall not be answerable or accountable for any act,
            default, neglect or misconduct, provided reasonable care had been exercised in the
            selection and continued employment thereof.


             


            
            j.          Any
            request, direction, election, order or demand of the Company shall be sufficiently
            evidenced by an instrument signed in the name of the Company by its President or a Vice
            President or its Secretary or an Assistant Secretary or its Treasurer or an Assistant
            Treasurer (unless other evidence in respect thereof be herein specifically prescribed);
            and any resolution of the Board of Directors may be evidenced to the Warrant Agent by a
            copy thereof certified by the Secretary or an Assistant Secretary of the
            Company.


             


            
            SECTION 16. Change of Warrant
            Agent.


             


            
            The Warrant Agent may resign and be discharged from its duties under
            this Agreement by giving to the Company notice in writing, and to the holders of the
            Warrants notice by mailing such notice to holders at the addresses appearing on the
            Warrant register, of such resignation, specifying a date when such resignation shall
            take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from
            the Company and by like mailing of notice to the holders


             


            
            9


             

            
            


            

            

            of
            the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become
            incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the
            Company shall fail to make such appointment within a period of 30 days after the
            removal or after it has been notified in writing of the resignation or incapacity by
            the resigning or incapacitated Warrant Agent, the registered holder of any Warrant may
            apply to any court of competent jurisdiction for the appointment of a successor to the
            Warrant Agent. After appointment, the successor warrant agent shall be vested with the
            same powers, rights, duties and responsibilities as if it had been originally named as
            Warrant Agent without further act or deed; but the former Warrant Agent shall deliver
            and transfer to the successor warrant agent all canceled Warrants, records and property
            at the time held by it hereunder, and execute and deliver any further assurance,
            conveyance, act or deed necessary for the purpose. Failure to file or mail any notice
            provided for in this Section, however, or any defect therein, shall not affect the
            legality or validity of the resignation or removal of the Warrant Agent or the
            appointment of the successor warrant agent, as the case may be.


             


            
            SECTION 17. Change of Transfer
            Agent.


             


            
            Forthwith upon the appointment of any Transfer Agent for the Common
            Stock or of any subsequent transfer agent for Common Stock or other shares of the
            Company’s capital stock issuable upon the exercise of the rights of purchase
            represented by the Warrants, the Company will file with the Warrant Agent a statement
            setting forth the name and address of such Transfer Agent.


             


            
            SECTION 18. Supplements and
            Amendments.


             


            
            The Company and the Warrant Agent may, from time to time, supplement or
            amend this Agreement without the approval of any holders of Warrants in order to cure
            any ambiguity or to correct or supplement any provisions contained herein which may be
            defective or inconsistent with any other provisions in regard to matters or questions
            arising thereunder which the Company and the Warrant Agent may deem necessary or
            desirable and which shall not be inconsistent with the provisions of the Warrants and
            which shall not adversely affect the interests of the holders of Warrants.


             


            
            SECTION 19.
            Successors.


             


            
            All the covenants, agreements, representations and warranties contained
            in this Agreement shall bind the parties hereto and their respective heirs, executors,
            administrators, distributees, successors and assigns.


             


            
            SECTION 20. Change;
            Waiver.


             


            
            Neither this Agreement nor any term hereof may be changed, waived,
            discharged or terminated orally but only by an instrument in writing signed by the
            party against which enforcement of the change, waiver, discharge or termination is
            sought.


             


            
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            SECTION 21.
            Headings.


             


            
            The section headings in this Agreement are inserted for the purpose of
            convenience only and shall have no substantive effect.


             


            
            SECTION 22. Law
            Governing.


             


            
            This Agreement shall for all purposes be construed and enforced in
            accordance with, and governed by, the internal laws of the State of Utah, without
            giving effect to principles of conflict of laws.


             


            
            The parties hereto have caused this Agreement to be signed as of the
            date first above written..


             


            
                	
                            
                            CASPIAN SERVICES, INC.

                        	
                            
                            INTERWEST TRANSFER COMPANY

                        


            


             


             


            
                	
                            
                            By:_________________________

                        	
                            
                            By: ___________________________

                        


            


             


            
            Name: Laird
            Garrard                                          
                                             
            Name: Kurt Hughes


            
            Title:
            President           
                                                                  
            Title: President


             


            
            11