Exhibit 4(1)

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights Agreement (together with any amendments thereto,
the  "AGREEMENT")  is  made  as  of  June  28,  2000,  between  CanArgo  Energy
Corporation,  a  Delaware  corporation (together with any successors "CANARGO"),
and  JKX  Nederland  B.V., a Dutch corporation ("JKX"), pursuant to that certain
Subscription  Agreement,  dated as of June 15, 2000 between CanArgo and JKX (the
"SUBSCRIPTION  AGREEMENT").

     1.     Definitions.  As  used  in  this  Agreement:

          (a)     "CLOSING  DATE"  means  the  Closing  Date  as  defined in the
Subscription  Agreement.

          (b)     "EXCHANGE  ACT"  means the Securities Exchange Act of 1934, as
amended,  and  the  rules  and  regulations  of  the SEC promulgated thereunder.

          (c)     "FORM  S-3"  means  such  form  under the Securities Act as in
effect  on  the  date  hereof  or any registration form under the Securities Act
subsequently  adopted  by  the  SEC  which  similarly  permits  inclusion  or
incorporation  of  substantial information by reference to other documents filed
by  CanArgo  with  the  SEC.

          (d)      "MATERIAL  EVENT" means the happening of any event during the
period  that  a registration statement described in Section 2 hereof is required
to  be  effective  as  a result of which, in the reasonable judgment of CanArgo,
such  registration  statement  or the related prospectus contains or may contain
any  untrue  statement  of  a  material  fact  or omits or may omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading.

          (e)      "REGISTRABLE  SECURITIES"  means  the  Shares  issued  to JKX
pursuant  to the Subscription Agreement, together with all additional securities
receivable  or received in payment of dividends or distributions on or splits of
those  securities; provided, however, that such securities shall only be treated
as  Registrable  Securities  if and so long as they have not been (A) sold to or
through  a  broker  or dealer in a public securities transaction, or (B) sold or
are,  in  the  opinion  of counsel for CanArgo, available for sale in the United
States  or  to  a  US  person  (as  defined  in the Subscription Agreement) in a
transaction exempt from the registration and prospectus delivery requirements of
the  1933  Act  and  that all transfer restrictions and restrictive legends with
respect  thereto  have  been  or may be removed upon the consummation such sale.

          (f)     "SEC"  means  the  Securities  and  Exchange  Commission.

          (g)     "SECURITIES  ACT" means the Securities Act of 1933, as amended
and  the  rules  and  regulations  of  the  SEC  promulgated  thereunder.

          Terms  not otherwise defined herein have the meanings given to them in
the  Subscription  Agreement.

2.     REGISTRATION.

     (a)     DEMAND  REGISTRATION.  In the event that CanArgo shall receive from
JKX  at  any time after the first anniversary of the Closing Date but before the
second  anniversary of the Closing Date, a written request that CanArgo effect a
registration, qualification or compliance with respect to Registrable Securities
constituting  at  least  25% of the Registrable Securities, CanArgo shall within
120 days of such request, use its commercially reasonable efforts to effect such
registration  under  the  Securities  Act (other than pursuant to a registration
statement  on  Form  S-4 or S-8 or any successor thereto) as may be so requested
and  as  would  permit  or  facilitate  the sale and distribution of all of such
Registrable  Securities  specified  in such request, and in connection therewith
shall  prepare  and  file  with  the  SEC  and shall use commercially reasonable
efforts  to  cause  to  become  effective,  a  Form  S-3, if available, or other
applicable  Form  (other than Form S-4 or S-8 or any successor thereto) covering
the  Registrable  Securities;  provided,  however,  that  CanArgo  shall  not be
obligated to effect more than one (1) such registration, and; provided, further,
however,  that  JKX shall provide all such information and materials relating to
JKX  as  may  be  required  to be disclosed pursuant to applicable SEC rules and
regulations,  and take all such action as may be reasonably required in order to
permit  CanArgo  to  comply  with  all the requirements of the SEC applicable to
selling  securityholders  in  order  to cause the Form S-3 or other registration
statement  required  to  be  filed  pursuant  to  this  Section 2 to be declared
effective  by  the  SEC,  such  provision  of  information and materials to be a
condition  precedent  to  the obligations of CanArgo pursuant to this Agreement.
The  offerings made pursuant to such registration under this Section 2 shall not
be  underwritten.

     (b)     PIGGYBACK  REGISTRATION. If at any time after the first anniversary
but  before  the  second anniversary of the Closing Date, CanArgo proposes or is
required  to  register  any  shares of its common stock under the Securities Act
(other  than  securities registered pursuant to registrations on Form S-4 or S-8
(or  an  equivalent  or  successor  registration form then in effect) solely for
registration  of  securities  in  connection  with  an  employee benefit plan or
dividend  reinvestment  plan  or  merger  or  consolidation or other transaction
pursuant  to  Rule  145 under the Securities Act, or a demand registration under
Section  2  (a) of this Agreement, or pursuant to a registration form which does
not  include  substantially  the  same  information  as  would be required to be
included  in  a  registration  statement  covering  the  sale of the Registrable
Securities)  ,  whether  or  not  for its own account, CanArgo shall give prompt
written  notice  of  its intention to do so to JKX.  Upon the written request of
JKX,  made  within  20  days following receipt of any such written notice (which
request  shall  specify the maximum number of Registrable Securities intended to
be  disposed of by JKX and the intended method of distribution thereof), CanArgo
shall  use  its  commercially  reasonable  efforts to cause all such Registrable
Securities  to  be  registered  under the Securities Act to permit their sale or
other  disposition by JKX in accordance with the intended method of distribution
thereof.  No registration effected under this Section 2(b) shall relieve CanArgo
of  its obligation to effect the demand registration under Section 2(a).  If any
such  registration  involves  an  underwritten  offering  and  if  the  managing
underwriter(s)  or  lead  managing underwriter shall advise CanArgo, in their or
its  sole and arbitrary discretion, that, in their or its view, inclusion of all
or  any  portion of the Registrable Securities may adversely affect their or its
ability  to  market  or effect such offering (including, without limitation, the
pricing  of  such  offering),  then  the  number of Registrable Securities to be
included  therein  may  be  reduced  and  the  securities to be included in such
registration  will  included  in  the  following priority: first, CanArgo common
stock  proposed to be registered by CanArgo and; second,  Registrable Securities
requested  to  be  included  in such registration,  allocated pro rata, with the
securities  of  all  such  other  persons  have the same or similar registration
rights.  Any  securities  excluded  pursuant to the provisions of this Section 2
(b)  shall  be  withdrawn  from  and  shall not  be  included  in such piggyback
registration.

3.     POSTPONEMENT  OF  REGISTRATION.

     (a)     Registration.  Notwithstanding  Section  2  above, CanArgo shall be
entitled  on  not  more  than one occasion in any 365 day period to postpone the
declaration  of  effectiveness  of any registration statement prepared and filed
pursuant  to  Section 2 for a reasonable period of time, but not in excess of 60
calendar  days  after  the  applicable  deadline,  if  the Board of Directors of
CanArgo,  acting  in  good faith, determines that there exists a Material Event.

     (b)     Material  Event.  JKX  agrees that, upon receipt of any notice from
CanArgo of the happening of a Material Event, JKX will forthwith discontinue any
disposition  of  Registrable  Securities  pursuant to any registration statement
described  in Section 2 until JKX's receipt of copies of supplemented or amended
prospectuses  prepared  by  CanArgo  (which  CanArgo  will  use its commercially
reasonable  efforts  to  prepare  and  file  promptly),  and,  if so directed by
CanArgo,  JKX will deliver to CanArgo all copies in their possession, other than
permanent  file copies then in JKX's possession, of the prospectus covering such
Registrable  Securities  current at the time of receipt of such notice.  So long
as  JKX is deemed an "affiliate" of CanArgo within the meaning of Rule 144(a)(1)
it  agrees  to  discontinue disposition of the Registrable Securities during any
restricted  trading  periods  imposed  on affiliates by  any domestic or foreign
securities  laws, rules or regulations applicable to CanArgo, including, without
limitation,  any  rules  and regulations of any exchange on which the Shares are
then  listed  for  trading.

4.     OBLIGATIONS  OF  CANARGO.

     (a)     Except  as set forth in Sections 2 and 3, CanArgo shall (i) prepare
and  file  with  the SEC the registration statement in accordance with Section 2
hereof  with  respect  to  the  shares  of  Registrable Securities and shall use
commercially  reasonable  efforts to cause such registration statement to become
effective  as  provided  in  Section  2  and to keep such registration statement
described  in  Section 2(a) and 2(b) continuously effective until the earlier to
occur of (A) the sale of all of the Registrable Securities so registered and (B)
the  second  anniversary of the Closing Date (it being understood that CanArgo's
obligations under Section 2  shall not be satisfied until such occurrence); (ii)
furnish  to  JKX  such  number  of  copies  of  any  prospectus  (including  any
preliminary  prospectus  and any amended or supplemented prospectus), as JKX may
reasonably  request  in order to effect the offering and sale of the Registrable
Securities  to  be  offered  and  sold, but only while CanArgo shall be required
under  the  provisions  hereof  to  cause  such registration statement to remain
current;  (iii)  use  its commercially reasonable efforts to register or qualify
the  shares of the Registrable Securities covered by such registration statement
under  the  securities  or  "blue  sky"  laws of such jurisdictions as JKX shall
reasonably  request  (provided  that CanArgo shall not be required in connection
therewith  or  as  a  condition  thereto  to qualify to do business or to file a
general  consent to service of process in any such jurisdiction where it has not
been qualified), and do any and all other acts or things which may be reasonably
necessary  or  advisable  to  enable  JKX to consummate the public sale or other
disposition  of the Registrable Securities in such jurisdictions; (iv) cause all
such  Registrable  Securities  to  be  listed on the Oslo Stock Exchange and, in
connection  with  any  registration  of the Shares under the Securities Act, the
National  Association  of Securities Dealers, Inc. Automated Quotation System or
Over  The  Counter Bulletin Board  on which similar securities issued by CanArgo
are  then  listed;  (v)  notify  JKX  of any Material Event; (vi) so long as any
registration  statement  described  in  Section  2  remains  effective, promptly
prepare, file and furnish to JKX a reasonable number of copies of any supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of the Registrable Securities, such prospectus shall
not  include  an untrue statement of a material fact or omit to state a material
fact  required  to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; (vii) notify JKX
promptly  after  it  shall  receive  notice  thereof,  of  the date and time any
registration  statement  and  each  post-effective  amendment thereto has become
effective  or a supplement to any prospectus forming a part of such registration
statement  has  been filed; (viii) notify JKX promptly of any request by the SEC
for  the  amending or supplementing of such registration statement or prospectus
or  for  additional  information;  and  (ix)  advise JKX promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the  SEC  suspending  the  effectiveness  of  any  registration statement or the
initiation  or  threatening  of any proceeding for that purpose and promptly use
commercially  reasonable efforts to prevent the issuance of any stop order or to
obtain  its  withdrawal  if  such  stop  order  should  be  issued.

     (b)     CanArgo  shall  use  its  commercially reasonable efforts to comply
with  all of the reporting requirements of the Exchange Act applicable to it and
with  all  other  public  information reporting requirements of the SEC that are
conditions  to  the  availability  of  Rule  144 for the sale of the Registrable
Securities.  CanArgo  shall  cooperate with JKX in supplying such information as
may  be  necessary  for JKX to complete and file any information reporting forms
presently or hereafter required by the SEC as a condition to the availability of
Rule  144.

     (c)     CanArgo  shall  not, directly or indirectly, enter into any merger,
consolidation  or  reorganization  in  which  CanArgo shall not be the surviving
corporation  unless  the  surviving  corporation  shall,  prior  to such merger,
consolidation  or  reorganization, agree in writing to assume the obligations of
CanArgo  under  this  Agreement,  and  for  that purpose references hereunder to
"Registrable  Securities"  shall  be deemed to include the common stock, if any,
that JKX would be entitled to receive in exchange for their securities under any
such  merger,  consolidation  or reorganization; provided, however, that, to the
extent  JKX  receives  securities  that  are  by their terms convertible into or
exercisable  or  exchangeable  for common stock of the issuer thereof, then only
such  shares of common stock as are issued or issuable upon conversion, exercise
or exchange of said convertible, exercisable or exchangeable securities shall be
included  within  the  definition  of  "Registrable  Securities".

5.     EXPENSES.  JKX  shall  pay all costs and expenses incurred by JKX and all
costs  and  expenses  incurred by CanArgo in connection with any registration of
Registrable  Securities  pursuant  to  Section 2(a) of this Agreement including,
without  limitation,  all  commissions, transfer taxes, SEC, NASD and "blue sky"
registration  and  filing  fees,  printing  expenses,  transfer  agents'  and
registrars' fees, and the reasonable fees and disbursements of CanArgo's outside
counsel  and  independent  accountants.  With  respect  to  any  registration of
Registrable  Securities  under Section 2(b) of this Agreement, JKX shall pay its
own  costs  and  expenses  and  all  commissions,  discounts, SEC and "blue sky"
registration,  qualification  and  filing  fees  applicable  to  the Registrable
Securities  included  therein.

6.     INDEMNIFICATION.  In  the  event  of  any offering registered pursuant to
this  Agreement:

     (a)     CanArgo  will  indemnify  and  hold  harmless JKX and each of JKX's
directors  and  officers  and each person who controls JKX within the meaning of
Section  15  of  the  Securities  Act,  with  respect  to  any  registration  or
qualification effected pursuant to this Agreement, against all expenses, claims,
losses,  damages  and liabilities (or actions in respect thereof), including any
of  the  foregoing  incurred  in  settlement  of  any  litigation,  commenced or
threatened,  to  which  any  of  the  foregoing persons may be subject under the
Securities  Act or otherwise arising out of or based on any untrue statement (or
alleged  untrue  statement)  of  a  material  fact contained in any registration
statement,  or  any  amendment  or  supplement  thereto,  or  prospectus related
thereto,  incident  to  any  such registration or qualification, or based on any
omission  (or  alleged omission) to state therein a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  in  which  they  are  made,  not  misleading, or any violation by
CanArgo of any rule or regulation promulgated under the Securities Act, or state
securities  laws,  or  common  law, applicable to CanArgo in connection with any
such  registration  or  qualification,  and  will  reimburse  JKX  and each such
controlling  person, for any legal and any other expenses reasonably incurred by
any  of  them  in connection with investigating, preparing or defending any such
claim,  loss,  damage, liability or action; provided, however, that CanArgo will
not  be  liable  in  any  such case (i) to the extent that any such claim, loss,
damage,  liability  or expense arises out of or is based in any untrue statement
or  omission  or alleged untrue statement or omission, made in reliance upon and
in  conformity  with  written  information furnished to CanArgo by an instrument
duly  executed  by  JKX  or  any  person  who  controls  JKX  and  stated  to be
specifically  for use therein or (ii) if a copy of the final prospectus relating
to  any registration statement (as then amended or supplemented if CanArgo shall
have  furnished  any amendments or supplements thereto) (the "Final Prospectus")
was not sent or given by or on behalf of JKX to a purchaser of JKX's Registrable
Securities,  if  required  by  law so to have been delivered, at or prior to the
written  confirmation  of  the  sale  of  the  Registrable  Securities  to  such
purchaser,  and  if  the  Final Prospectus (as so amended or supplemented) would
have  cured  the  defect  giving  rise to such loss, claim, damage or liability.

     (b)      JKX  hereby  indemnifies  and  holds harmless CanArgo, each of its
directors  and  officers and each person who controls CanArgo within the meaning
of  Section  15  of  the Securities Act, against all claims, losses, damages and
liabilities  (or  actions  in  respect  thereof)  arising out of or based on any
untrue  statement  (or alleged untrue statement) or a material fact contained in
any  registration  statement,  or  any  amendment  or  supplement  thereto,  or
prospectus  related  thereto,  or  any  omission  (or alleged omission) to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not  misleading,  but  only to the extent, that such untrue
statement  (or  alleged  untrue  statement) or omission (or alleged omission) is
made  in  such  registration  statement  or  prospectus  in reliance upon and in
conformity  with  written information furnished to CanArgo by an instrument duly
executed by JKX and stated to be specifically for use therein and will reimburse
CanArgo, such directors, officers, or control persons for any legal or any other
expenses  reasonably  incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged omission)
is  made  in  such registration statement or prospectus, in reliance upon and in
conformity  with  written information furnished to CanArgo by an instrument duly
executed by JKX and stated to be specifically for use therein; provided, that in
no  event will JKX's liability hereunder exceed the proceeds received by it from
the  sale  of  Registrable  Securities  under  such  registration  statement  or
prospectus.

     (c)      Each  party  entitled to indemnification under this Section 6 (the
"Indemnified  Party")  shall  give  notice  to  the  party  required  to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has  notice  of  any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any litigation
resulting  therefrom,  jointly  with  any  other  Indemnifying  Party  similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such  Indemnified  Party,  and  after notice from the Indemnifying Party to such
Indemnified  Party  of  its  election  so  to  assume  the  defense thereof, the
Indemnifying  Party  shall  not  be  responsible for any legal or other expenses
subsequently  incurred  by  the Indemnified Party in connection with the defense
thereof; provided, however, that, if any Indemnified Party shall have reasonably
concluded that there may be one or more legal or equitable defenses available to
such  Indemnified Party which are additional to or conflict with those available
to  the  Indemnifying  Party, or that such claim or litigation involves or could
have an effect upon matters beyond the scope of the indemnity agreement provided
in  this  Section  6,  then  the  Indemnifying Party shall not have the right to
assume  the  defense of such action on behalf of such Indemnified Party and such
Indemnifying  Party  shall  reimburse  such  Indemnified  Party  and  any Person
controlling  such Indemnified Party for that portion of the fees and expenses of
any counsel retained by the Indemnified Party which is reasonably related to the
matters  covered  by  the  indemnity  agreement provided in this Section 6.  The
Indemnified  Party  may participate in such defense at such party's expense, and
provided  further  that  the  failure of any Indemnified Party to give notice as
provided  herein  shall  not  relieve  the Indemnifying Party of its obligations
under  this  Agreement,  except  to the extent, but only to the extent, that the
Indemnifying  Party's  ability  to  defend  against  such claim or litigation is
impaired  as a result of such failure to give notice.  No Indemnifying Party, in
the  defense  of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter any settlement
which  does  not  include  as  an  unconditional  term thereof the giving by the
claimant  or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.  Whether or not the defense of any claim
or action is assumed by the Indemnifying Party, such Indemnifying Party will not
be  subject  to  any  liability  for  any  settlement  without  its  consent.

     (d)     If  the indemnification provided for in this Section 6 is held by a
court  of  competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, claim, damage, liability or action referred to herein, then
the  Indemnifying  Party,  in  lieu  of  indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amounts paid or payable by such Indemnified
Party  as  a  result  of  such  loss, claim, damage, liability or action in such
proportion  as  is appropriate to reflect the relative fault of the Indemnifying
Party  on  the one hand and of the Indemnified Party on the other, in connection
with  the  statements  or  omissions which resulted in such loss, claim, damage,
liability  or  action  as  well  as any other relevant equitable considerations;
provided,  however,  that,  if  the circumstances described in either proviso of
Section  6(a)  or in the proviso of Section 6(b) apply to the Indemnified Party,
then the Indemnifying Party shall not be obligated to contribute with respect to
such  loss,  claim,  damage, liability or action to the extent set forth in such
proviso.  The  relative  fault  of the Indemnifying Party and of the Indemnified
Party  shall  be  determined  by  reference  to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission  to  state  a  material  fact  relates  to  information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
statement  or  omission.

     (e)      CanArgo  and  JKX agree that it would not be just and equitable if
contribution  pursuant  to  Section  6(d)  were  determined  by  any  method  of
allocation  that  does not take account of the equitable considerations referred
to  in  Section  6(d).  The  amount paid or payable by an Indemnified Party as a
result  of the losses, claims, damages and liabilities referred to in subsection
(d) of this Section 6 shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party  in  connection  with investigating or defending any such action or claim.

     (f)     The  obligations  of  CanArgo and of JKX under this Section 6 shall
survive  the  completion  of  any  offering of stock in a registration statement
under  this  Agreement.

7.     RESTRICTIONS  ON  TRANSFER.

     JKX  understands  that the Registrable Securities issued in connection with
the Subscription Agreement have been or will be issued in a transaction intended
to  be exempt from the registration requirements of the Securities Act and shall
not  be  transferable  except  (A) in accordance with the registration statement
filed  with  the  SEC,  in  which  case  JKX must comply with the requirement of
delivering  a  current  prospectus, (B) in accordance with Regulation S and Rule
144,  or  (C) pursuant to an exemption from the registration requirements of the
Securities Act.  CanArgo shall be entitled to give stop transfer instructions to
its  transfer  agents  with  respect  to  the Registrable Securities in order to
enforce  the  foregoing  restrictions.

8.     RESTRICTIVE  LEGENDS.  Each  certificate  representing  Registrable
Securities  shall  bear  substantially  the following legend (in addition to any
legends  required  under  applicable  securities  laws):

       "THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY  THIS CERTIFICATE HAVE
       NOT BEEN REGISTERED  UNDER  THE  UNITED  STATES  SECURITIES  ACT OF 1933,
       AS AMENDED (THE "ACT"),  OR ANY OTHER SECURITIES LAWS, AND HAVE BEEN
       ISSUED IN RELIANCE UPON THE EXEMPTION  FROM  REGISTRATION  UNDER THE ACT
       CONTAINED IN REGULATION S UNDER THE ACT.  NO  OFFER,  SALE,  TRANSFER,
       PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A "DISPOSAL") OF THE SHARES OF
       COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE:  (A)  IN  THE
       UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON
       (AS DEFINED IN REGULATION S) UNLESS (I) REGISTERED UNDER THE ACT AND ANY
       APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (II) EXEMPTIONS FROM THE
       REGISTRATION  REQUIREMENTS  OF  SUCH  LAWS  ARE  AVAILABLE  AND  CANARGO
       ENERGY CORPORATION  (THE  "COMPANY") RECEIVES A WRITTEN OPINION OF UNITED
       STATES LEGAL COUNSEL  IN  FORM  AND  SUBSTANCE  SATISFACTORY  TO  IT  TO
       THE EFFECT THAT SUCH DISPOSAL  IS  EXEMPT FROM SUCH REGISTRATION
       REQUIREMENTS; AND (B) OUTSIDE OF THE UNITED  STATES  OR  TO,  OR  FOR THE
       ACCOUNT OR BENEFIT OF A PERSON WHO IS NOT A "U.S.  PERSON"  (AS  DEFINED
       IN REGULATION S) UNLESS (I) THE BENEFICIAL OWNER OF SUCH  SHARES  AND
       THE  PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS TO THE  COMPANY
       AND  (II) THE COMPANY RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL
       COUNSEL  IN  FORM  AND  SUBSTANCE  SATISFACTORY  TO  IT  TO THE EFFECT
       THAT SUCH DISPOSAL  IS  EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS
       OF  THE  ACT."

     The  legend contained in this Section 8 shall be removed from a certificate
in  connection  with any sale in compliance with the terms of this Agreement and
pursuant  to  the  registration  statement  filed with the SEC, but shall not be
removed  in  any  other  circumstance  without  CanArgo's prior written consent.

9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The  rights  to  cause  CanArgo to
register  Registrable  Securities pursuant to this Agreement may not be assigned
by  JKX  to  any  person  or  entity  without  CanArgo's  prior written consent.

10.      AMENDMENT  OF  REGISTRATION  RIGHTS;  WAIVERS.  This  Agreement  may be
amended  by JKX and CanArgo at any time by execution of an instrument in writing
signed  on  behalf  of each of the parties.  The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of  such  provisions  and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.

11.      TERMINATION.  The registration rights set forth in this Agreement shall
terminate at such time as all of the Registrable Securities then held by JKX can
be  sold  by  JKX  in  accordance  with  the  provisions  of  Rule 144(k) or its
equivalent  under  the  Securities  Act.

12.     GRANT  OF ADDITIONAL REGISTRATION RIGHTS.  JKX acknowledges that CanArgo
may  acquire  other  companies or issue additional CanArgo securities and in the
course  of  such  acquisitions  or issuances may grant the equity owners thereof
registration  rights  with respect to their securities of CanArgo on terms which
would  be negotiated at such time and may be materially different than the terms
of  this  Agreement.

13.     NOTICES.  All  notices  and  other  communications required or permitted
hereunder  shall  be  in  writing  and  shall  be  deemed effectively given upon
delivery  to  the  party  to be notified in person or by courier service or five
days  after  deposit with the United States mail, postage prepaid, addressed (a)
if  to  JKX, at JKX's address as set forth in the securities register of CanArgo
or  (b) if to CanArgo at, 1580 Guinness House, 727 Seventh Avenue S.W., Calgary,
Alberta,  T2P  OZ5  Canada;  Attention:  President.

14.     GOVERNING  LAW;  INTERPRETATION;  JURISDICTION.  This Agreement shall be
construed  in  accordance  with and governed for all purposes by the laws of the
State  of  Delaware  regardless  of  the  laws that might otherwise govern under
applicable  principles  of conflicts of laws thereof.  The parties hereto hereby
agree  that  any suit, action or proceeding based on, arising out of or relating
to  this  Agreement shall be brought in the United States District Court for the
Southern District of New York or in a state court having jurisdiction located in
the  State  of  New  York,  County  of New York, and not before any other court,
agency  or other tribunal.  Each party hereto hereby irrevocably consents to the
exercise  of  personal  jurisdiction over such party by such courts, agrees that
venue  shall  be  proper in such courts, and irrevocably waives and releases any
and  all  defenses based on lack of personal jurisdiction, improper venue and/or
forum  non-convenience.  JKX  waives any right that JKX may have to a jury trial
in  any action, suit or proceeding based on, arising out of, or relating to this
Agreement.

15.     SEVERABILITY;  SURVIVAL.  If  any portion of this Agreement is held by a
court  of  competent  jurisdiction  to conflict with any federal, state or local
law, or to be otherwise invalid or unenforceable, such portion of this Agreement
shall  be  of  no  force or effect, and this Agreement shall otherwise remain in
full  force and effect and be construed as if such portion had not been included
in  this  Agreement.

16.     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire agreement and
understanding  of  the  parties and supersedes all prior discussions, agreements
and  understandings  relating  to  the  subject  matter  hereof.

17.     COUNTERPARTS;  FACSIMILE  SIGNATURES.  This Agreement may be executed in
any  number  of  counterparts, all of which shall be considered one and the same
agreement  and shall become effective when such counterparts have been signed by
each  of  the parties and delivered to the other party, it being understood that
all  parties  need  not  sign  the  same  counterpart.  A  facsimile counterpart
signature  to  this  Agreement  shall  be  acceptable if the originally executed
counterpart  is  delivered  within  a  reasonable  period  thereafter.

18.     SUCCESSORS  AND  ASSIGNS.   This  Agreement  shall bind and inure to the
benefit  of CanArgo and JKX and, subject to Section 9, the respective successors
and  assigns  of  CanArgo  and  JKX.

19.     HEADINGS.  The  headings  of the various sections of this Agreement have
been  inserted for convenience of reference only and shall not be deemed to be a
part  of  this  Agreement.

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, CanArgo and JKX have caused this Agreement to be executed as
of  the  date  first  above  written  by  their  respective  duly  authorized
representatives.


                              CANARGO  ENERGY  CORPORATION

                              By:     /s/  David  Robson

                              Name:     Dr.  David  Robson

                              Title:     Chairman  &  CEO


                              JKX  NEDERLAND  B.V.

                              By:     /s/Bruce  Burrows

                              Name:  Bruce  J.  Burrows

                              Title:     Director