Exhibit 10.6

                                 AMENDMENT No. 3
                            TO THE AGREEMENT FOR THE
                           PURCHASE AND SALE OF SHARES

     AMENDMENT No.3 made this 27 day of April 2001 between AIL Alpha Corporation
Ltd., a company  established  under the laws of the Isle of Man,  with its legal
address at Prospect Chambers,  Prospect Hill, Douglas,  Isle of Man (hereinafter
"Alpha"),  represented  by Murat  Beisenbekovich  Safinov,  acting  pursuant  to
authority  granted in accordance  with a power of attorney dated April 27, 2001;
Transmeridian  Exploration  Inc.,  a company  established  under the laws of the
British  Virgin  Islands  with its  principal  offices  located  at 11811  North
Freeway,  Suite  500,  Houston,  TX USA  77060  (hereinafter  the  "Purchaser"),
represented by Lorrie T. Olivier, acting pursuant to the Charter; and OJSC Caspi
Neft (hereinafter  "CaspiNeft"),  an open joint stock company  established under
the laws of the  Republic of  Kazakhstan,  represented  by Murat  Beisenbekovich
Safinov,  acting  pursuant  to a power of attorney  No. 2 dated April 27,  2001.
(Alpha and Caspi Neft are hereinafter referred to together as the "Sellers," and
Purchaser  and  the  Sellers  are  from  time to time  hereinafter  referred  to
individually as a "Party" and collectively as the "Parties".)

     RECITALS

     WHEREAS,  Sellers and Purchaser entered into the Agreement for the Purchase
and Sale of Shares dated March 24, 2000 (the "Sale and Purchase Agreement"),  in
accordance  with which Sellers agreed to sell, and Purchaser  agreed to purchase
the Shares of the subsidiary of Caspi Neft, "OJSC Caspi Neft TME";

     WHEREAS,  in  accordance  with  Section  II (E) of the  Sale  and  Purchase
Agreement Purchaser's payment of the Final Installment and Caspi Neft's delivery
of the Shares and transfer to Purchaser should take place on the Closing Date;

     WHEREAS,  on June 22, 2000 Caspi Neft  transferred the Shares to Purchaser;
and Purchase's  obligation for payment of the Final Installment was fulfilled in
full amount on April 27, 2001;

     NOW, THEREFORE, the Parties agree as follows:

IX.  The capitalized  terms and  expressions  used in this Amendment No. 3 shall
     have the  meanings  ascribed to them as set forth in the Sale and  Purchase
     Agreement.

X.   The Parties hereby  acknowledge and agree that Purchaser has paid the Final
     Installment,  the receipt and sufficiency of which is hereby  acknowledged.
     Further the Seller agree and acknowledge that Buyer has satisfied all other
     obligations  under,  and waive any claims  arising in connection  with, the
     Sale and  Purchase  Agreement.  Sellers  agree and warrant  that  Purchaser
     possesses unencumbered right and title to the Shares in accordance with the
     Sale and  Purchase  Agreement,  and that Buyer is the  lawful  owner of the
     Shares.


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<PAGE>

XI.  This Amendment No. 3 is an integral part of the Sale and Purchase Agreement
     and is in  substitution  of all  previous  Amendments.  Except as expressly
     amended by the terms of this  Amendment No 3, all terms and  conditions  of
     the Sale and Purchase Agreement shall remain in full force and effect. This
     Amendment No. 3 may be amended only by an  instrument in writing  signed by
     all of the Parties.

XII. This  Amendment  No.  3 has  been  executed  simultaneously  in  eight  (8)
     counterparts,  four (4) in Russian and four (4) in  English,  each of which
     shall be deemed an original, but all of which together shall constitute one
     and the same instrument.  The English and Russian versions of the Amendment
     No. 3 shall have equal force.

IN WITNESS  WHEREOF,  the Parties have executed this  Amendment No.3 on the date
first above written.

For Transmeridian Exploration Inc.

By: /S/ Lorrie T. Olivier
------------------------------------
Name: Lorrie T. Olivier
Title:  President and CEO

For AIL Alpha Corporation Ltd.

By: /S/ Murat Beisenbekovich Safinov
------------------------------------
Name: Murat Beisenbekovich Safinov
Title:  Authorized representative

For OJSC Caspi Neft.

By: /S/ Murat Beisenbekovich Safinov
------------------------------------
Name: Murat Beisenbekovich Safinov
Title:  Authorized representative


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