ex10288k060110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.28

     

    EMPLOYMENT
AGREEMENT

     

    


     

    THE
EMPLOYMENT AGREEMENT (“Agreement”) is entered into on May 31, 2010 and is
effective as of June 1, 2010 (“Effective Date”), by and between:

     

    CASPIAN
SERVICES, INC., a Nevada corporation, a Nevada corporation, with its offices
located at 257 East 200 South STE 490, Salt Lake City, Utah, acting in the
Republic of Kazakhstan by its Representative registered office located at 29/6
Satpayev Ave, 10-th floor, Almaty, 050048, Kazakhstan (the “Employer”),
and

     

    Ms.
INDIRA KALIEVA, an individual residing in the city of Almaty, Republic of
Kazakhstan (“Executive”).

     

    PREAMBLE

     

    The
Employer and the Executive desire the Executive's employment with the Employer,
and the Executive wishes to accept such employment, upon the terms and
conditions set forth in this Agreement.

    


    The
parties, intending to be legally bound, agree as follows:

    


    AGREEMENT

     

    1.

    Employment.

    


    (a)

    Employment. The
Employer hereby employs the Executive in the managerial capacity of the Employer
as defined by the Section 2, Article 29, of the Labor Code of Republic of
Kazakhstan, dated May 15, 2007 as amended at the Effective Date and the
Executive hereby accepts employment by the Employer, upon the terms and
conditions set forth in this Agreement. At the Effective date the Employer shall
cause one of its subsidiaries or affiliates in the Republic of Kazakhstan to
include Executive in its payroll under appropriate title and provide all salary,
compensation and benefits under this Agreement through such subsidiary, all
provision of this Agreement shall be incorporated by reference to an employment
agreement that Executive may be required to execute with the Employer’s
subsidiary or affiliate.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)

    Duties. The Executive
will have such duties as are assigned or delegated to her by the Employer’s
Board of Directors or Chief Executive Officer, and will serve as Vice President,
Chief Financial Officer (CFO) of the Employer. The Executive will devote her
entire business time, attention, skill, and energy exclusively to the business
of the Employer, including business of all of Employer’s subsidiaries and
affiliates (the “Employer’s business”), will use her best good faith efforts to
promote the success of the Employer's business, and will cooperate fully with
the Board of Directors in the advancement of the best interests of the Employer.
Nothing in this Agreement, however, will prevent the Executive from engaging in
additional activities in connection with personal investments and community
affairs that are not inconsistent with the Executive's duties under this
Agreement.

    Executive
agrees to perform certain incidental administrative, clerical and managerial
duties related to management of the financial department of the
Employer.

    Executive
may be required to serve on the board of directors, supervisory board, audit
committee or other similar governing or supervisory bodies of an Employer, its
subsidiaries, and its affiliates. Executive agrees to accept such appointments,
however if the employment is terminated for any reason Executive agrees to
promptly resign from all positions she may hold with the Employer or any of its
subsidiaries and affiliates. If the Executive is elected or appointed to serve
as a director of the Employer or as a director or officer of any of its
subsidiaries or affiliates, the Executive will fulfill her duties as such
director or officer without additional compensation.

    


    


    (c)

    Location. The
employment shall be based in the city of Almaty, Republic of Kazakhstan
(Employment location) however, Executive will be required to travel extensively
to other Employer’s business locations, and agree to perform some of her duties
and spend up to 25% of the regular working time on the monthly basis in the city
of Aktau, Republic of Kazakhstan. All reasonable business travel costs,
including transportation, feeding and accommodation at other Employer locations
will be reimbursed by the Employer in accordance with the Employer’s standard
practices.

    


    2.

    Compensation.

    


    (a)

    Base salary.
 The Executive will be paid an annual gross salary of $
143,000.00 (One hundred forty three thousand dollars), payable in the
national currency of the Republic of Kazakhstan, subject to withholding by
the Employer of all employee taxes applicable in the Republic of Kazakhstan
and the Executive's mandatory pension fund
contribution.  The net salary amount will be payable to the Executive
in twelve equal periodic installments according to the Employer's customary
payroll practices at the Employment location, but not less frequently than
monthly (Monthly base salary).  The Employer will transfer the
Executive's pension fund contribution to the pension fund designated in writing
by the Executive.     The salary will be reviewed by the
Employer’s Board of Directors not less frequently than annually, and may be
adjusted upward or downward in the sole discretion of the Board of Directors,
but in no event will the Monthly base salary be less than $ 10,000.00 (ten
thousand dollars) per month, received by the Executive net of all employee taxes
and mandatory pension fund contribution withheld by the Employer in accordance
with the statutory requirements in the Republic of Kazakhstan.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)

    Benefits.  The
Executive will, during the Term of the Agreement, be permitted to participate in
such pension, profit sharing, bonus, incentive, life insurance, hospitalization,
medical, and other employee benefit plans of the Employer that may be in effect
at the Employment location from time to time, to the extent the Executive is
eligible under the terms of those plans (collectively, the
"Benefits").  

    


    (c)

    Incentive Compensation and
Bonus. Executive shall be eligible on the Board of Directors’ sole
discretion for performance bonuses in accordance with terms specified by the
Board of Directors.

    


    (d)

    Expenses.  The
Employer will reimburse Executive for all reasonable expenses incurred by her in
the course of performing her duties under the Agreement which are consistent
with the Employer’s policies in effect at the Employment location from time to
time with respect to travel, entertainment and other business expenses and to
the Employer’s requirements with respect to reporting and documentation of such
expenses.

    


    (e)

    Vacation.  The
Executive will be entitled to twenty-four (24) business days of vacation
annually in accordance with the vacation policies of the Employer in effect at
the Employment location for its executive officers from time to time. Vacation
must be taken by the Executive at such time or times as approved by the Chief
Executive Officer. The Executive will also be entitled to the paid holidays and
other paid leave in accordance the Employer's standard policies and practices in
effect at the Employment location. The Executive may be granted up to five days
of unpaid personal leave, but only upon prior approval of Chief Executive
Officer.

    


    (f)

    Employer Vehicle.
  The Employer will furnish the Executive a vehicle with driver for
non-exclusive use in performance of the Executive’s duties under this Agreement
and for ancillary personal use. Executive shall submit to the Employer on a
timely basis documentation which defines the percentage of Executive’s use of
the Employer’s vehicle which was for personal use. Executive shall be under no
obligation to provide reimbursement for personal use of the Employer’s vehicle
as long as such use does not cause unreasonable diminish in vehicle’s value or
its availability for the performance of the Executive’s duties, however
Executive, at the discretion of Chief Executive, may be required to reimburse
the Employer any overtime paid to the Employer’s vehicle driver if such overtime
resulted from the Executive’s personal use of the vehicle.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)

    Severance benefits.
Unless otherwise provide in this Agreement, in case Executive employment
with the Employer is terminated or its Term is not renewed by the Employer for
any reason other than for cause in accordance with Section 4 (b) and 4 (c) or
due to Executive’s Resignation in accordance with Section 4 (d), for a period of
3 (three) consecutive months the Employer must pay Executive’s base salary and
continue Executive’s benefits in effect as of the day preceding termination,
provided however, that any statutory termination, loss of employment or other
social benefits the Executive may otherwise be entitled for in accordance with
the statutory regulations in the Employment location shall be reduced by the
amount of severance paid or provided to the Executive in accordance with this
Agreement.

    


    3.

    Term.

     

    (a)

    Term of Employment.
Subject to the provisions of Section 4 of this Agreement, the term of the
Executive's employment under this Agreement is one (1) year, beginning on the
Effective Date and ending on the anniversary of the Effective Date (“Term”). The
Term will continue for a consecutive one-year period after the initial Term
unless terminated by either party before the beginning of a new
Term.

    The parties hereby agree that the
Term of employment under this Agreement shall be governed by the Section 2 of
Article 29 of the Labor Code of Republic of Kazakhstan, dated May 15, 2007 as
amended at the Effective Date.

    The parties agree that timing of
terms and periods under this Agreement shall be calculated and construed in
accordance with statutory requirements in effect at the Employment location at
the time of such determination.

    


    4.                 Termination.

    


    (a)

    Termination by the
Employer. Notwithstanding the provisions of Section 3 of the Agreement,
and unless otherwise provided in this Agreement, at its option and convenience,
the Employer may terminate the Executive’s employment on or before the end of
the Term and request that Executive immediately cease performing her duties,
however, Employer must pay Executive’s Base salary though the date of
termination, and for the greater of (i) 3 (three) consecutive month period, or
(ii) the period until the end of the Term following termination shall provide
Executive with severance benefits in accordance with Section 2 (g) of the
Agreement, and provide incentive compensation and bonus, if any, for the
Employer’s fiscal year during which such termination occurs, prorated to the
month during which termination occurs, unless such termination is for cause as
defined in accordance with this Agreement.

    


    (b)

    Termination for
Cause. Employer may terminate the Agreement at any time, for Cause (as
defined below), immediately and automatically upon giving Executive written
notice of such termination. If the Agreement is terminated for Cause all rights
of the Executive under the Agreement (including, without limitation, rights to
any compensation, severance or other benefits under Section 2 of the Agreement)
shall cease as of the effective date of such termination. If the Employer
terminates this Agreement for cause, the Executive will be entitled to receive
her Salary only through the date such termination is effective, but will not be
entitled to any severance benefits, incentive compensation, other benefits or
bonus for the fiscal year during which such termination occurs or any subsequent
fiscal year.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)

     Definition of Cause.
As used in the Agreement, “Cause” shall mean any of the following
events:

    (i)

    the
Executive's breach of this Agreement or failure to perform any duties assigned
to the Executive in a complete and skillful manner and in accordance with all
applicable legal and professional standards; or

    (ii)

    the
Executive's failure to adhere to any written Employer policy if the Executive
has been given a reasonable opportunity to comply with such policy or cure her
failure to comply (which reasonable opportunity must be granted during the
ten-day period preceding termination of this Agreement); or

    (iii)

    the
Executive’s appropriation (or attempted appropriation) of a material business
opportunity of the Employer, including attempting to secure or securing any
personal profit in connection with any transaction entered into on behalf of the
Employer; or

    (iv)

    the
Executive's contravention of specific written lawful directions related to a
material duty or responsibility which is directed to be undertaken from the
Employer’s Board of Directors  or Chief Executive Officer which is not
cured during the ten-day period preceding termination of this Agreement;
or

    (v)

    the
Executive is discovered to have signed a required certification to a report
filed with the United States Securities and Exchange Commission that the
Executive knew or reasonably should have known to be false at the time of filing
of the report; or

    (vi)

     the
Executive’s conviction of, the indictment for (or its procedural equivalent), or
the entering of a guilty plea or plea of no contest with respect to, a felony,
the equivalent thereof, or any other crime with respect to which imprisonment is
a possible punishment.

    


     (d)

    Resignation. The
Agreement shall terminate automatically upon Executive’s voluntary termination
of employment, other than in accordance with Section 4 (g) (for Good reasons) of
the Agreement, her decision to retire or otherwise not to renew the Term at the
Executive’s election, and all Executive’s rights under the Agreement (including,
without limitation, rights to any compensation, severance or other benefits
under Section 2 of the Agreement) shall cease as of the date of such voluntary
termination, retirement or decision not to renew the Term at the Executive’s
election (Resignation).
 If the Executive resigns, she will only be entitled to receive her
base salary and benefits through the date of such termination, and incentive
compensation and bonus, if any, for the Employer’s fiscal year during which such
termination occurs, prorated to the month during which termination
occurs.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)

    Termination due to
Disability. The Agreement shall terminate automatically upon Executive’s
Disability and all of her rights under the Agreement (including, without
limitation, rights to any compensation, severance or other benefits under
Section 2 of the Agreement) shall cease as of the date of such termination;
provided, however, that, if she becomes Disabled after she delivers a Notice of
Termination (as defined in Section 4(g) of the Agreement), Executive shall
nevertheless be absolutely entitled to receive all of the compensation and
benefits provided to the Executive upon termination for Good reasons in
accordance with Section 4 (g), provided however that, benefits provided under
this Section 4 (e) shall be reduced to the amount of benefits provided to the
Executive in accordance with Section 4 (g). The Employer shall provide to
Executive not less than thirty (30) days prior written notice of its intent to
terminate her employment for Disability. If this Agreement is terminated by
either party as a result of the Executive's disability, as determined under
Section 4 (f), the Employer will pay the Executive her Base salary through the
remainder of the calendar month during which such termination is effective and
will continue paying Executive’s Base salary for the lesser of (i) six (6)
consecutive months period thereafter, or (ii) the period until disability
insurance benefits commence, if any, under disability insurance coverage
furnished by the Employer or the Executive.

    


    (f)

    Definition of
Disability. For purposes of the Agreement, “Disability” shall mean a
mental or physical disability, illness or incapacity of Executive which renders
Executive unable to perform a substantial portion of her duties as an employee of
the Employer for a period of ninety consecutive days  or an aggregate
period of one hundred and eighty days in any eighteen (18)  month
period or that renders Executive unable to earn a livelihood as an employee of a
business comparable to the Employer’s business, unless further time is required
under applicable employee protection legislation at the Employment location.
 

    


    (g)

    Termination by Executive for
Good reasons. The Agreement shall terminate following a thirty-day
Executive’s notice of intention to terminate for Good reasons, delivered to the
Employer’s Board of Directors, if the reasons of such termination are not cured
by the Employer. If the Agreement is terminated by the Executive for Good
reasons, Employer must pay Executive’s Base salary though the date of
termination, and provide severance benefits in accordance with Section 2 (g) of
the Agreement, unless termination is for cause as defined in accordance with
this Agreement. Executive’s right to terminate employment for Good reasons shall
be subject to the following conditions: (i) any amounts payable upon a Good
reasons termination shall be paid only if Executive actually terminates
employment within one year following the initial existence of the Good reason
event, and (ii) Executive must provide written notice to the Employer of the
Good reason event within ninety (90) days of the initial existence of the event
and the Employer must be given at least thirty (30) days to remedy such
situation.

    


    (h)

    Definition of Good
reasons. Executive shall be considered to have terminated employment for
“Good reasons” if such termination occurs, in either case without the
Executive's consent, as a result of:

    (i) a reduction in Executive’s annual
base salary except for a across-the-board salary reductions similarly affecting
all salaried employees of the Employer or a across-the-board salary reductions
similarly affecting all senior executive officers of the Employer;
or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii) the Employer's material breach
of this Agreement; or

    (iii) the assignment of the Executive
without her consent to a position, responsibilities, or duties of a materially
lesser status or degree of responsibility than her position, responsibilities,
or duties at the Effective Date; or

    (iv) the requirement by the
Employer that the Executive be based anywhere other than the Employer's
Employment location, or

    (v) the substantial increase in
Executive’s travel requirements than those established under this Agreement at
the Effective date.

    


    (i)

    Termination upon
death. The Agreement shall terminate automatically upon Executive’s
death, and all of her rights under the Agreement (including, without limitation,
rights to any compensation, severance or other benefits under Section 2 of the
Agreement) shall cease as of the date of such termination. If this Agreement is
terminated because of the Executive's death, the Executive or her estate will be
entitled to receive her Base salary through the date on which the Executive’s
death occurs, and that part of the Executive's incentive compensation and bonus,
if any, for the fiscal year during which Executive’s death occurs, prorated
through the end of the calendar month during which the Executive’s death occurs,
and equivalent of three (3) times Executive’s Monthly base salary.

    


    5.

    Requirement of
Release.

     

    Notwithstanding
anything in the Agreement to the contrary, Executive’s entitlement to any
payments under the Agreement other than her accrued but unpaid base compensation
and any accrued but unpaid or otherwise vested benefits under any benefit or
incentive plan determined at the time of her termination of employment, shall be
contingent upon her prior agreement with and signature to a complete release and
hold harmless agreement (in the form satisfactory to the Employer) which shall
completely release the Employer, its parent, affiliates, subsidiaries, officers,
directors and employees (collectively the “Released Parties” and individually a
“Released Party”) and which shall forever waive all claims of any nature that
Executive may have against any Released Party, including without limitation all
claims arising out of her employment within the Employer or any of its
subsidiaries and affiliates or the termination of such employment.

     

    6.

    Restrictive
Covenants.  

     

    (a)

    During Executive’s employment with the
Employer and for a period of one (1) year thereafter:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)

    Executive
shall not directly for himself or any third party, become engaged in any
business or activity which is directly in competition with any services or
products sold by, or any business or activity engaged in by, the Employer or any
of its affiliates within the Republic of Kazakhstan; provided, however, that the
provision shall not restrict Executive from owning or investing in an
institution (including venture, partnership, or entity) so long as her aggregate
holdings in any such institution do not exceed 10% of the outstanding capital
stock of such institution.

     

    (ii)

    Executive
shall not solicit any person who was a customer of the Employer or any of its
affiliates, or solicit potential customers who are or were identified through
leads developed during the course of employment with the Employer, or otherwise
divert or attempt to divert any existing business of the Employer or any of its
affiliates; and

     

    (iii)

    Executive
shall not, directly for herself or any third party, solicit, induce, recruit or
cause another person in the employment of the Employer or any of its affiliates
to terminate such employee’s employment for the purposes of joining,
associating, or becoming employed with any business or activity which is in
competition with any services or products sold, or any business or activity
engaged in, by the Employer or any of its affiliates.

    


    (b)

    Executive agrees that she will not,
while employed with the Employer or at any time thereafter for any reason, in
any fashion, form or manner, either directly or indirectly, divulge, disclose or
communicate to any person, firm, corporation or other business entity, in any
manner whatsoever, any confidential information or trade secrets concerning
Employer’s business, including, without limiting the generality of the
foregoing, any customer lists or other customer identifying information, the
techniques, methods or systems of the Employer’s operation or management, any
information regarding its financial matters, or any other material information
concerning the business of the Employer, its manner of operation, its plan or
other material data. The provisions of this Section 6(b) shall not apply to (i)
information that is public knowledge other than as a result of disclosure by
Executive in breach of the Section 6(b), (ii) information disseminated by the
Employer to third parties in the ordinary course of business, (iii) information
lawfully received by Executive from a third party who, based upon inquiry by
her, is not bound by a confidential relationship to the Employer, or (iv)
information disclosed under a requirement of law or as directed by applicable
legal authority having jurisdiction over Executive.

    


    (c)

    Executive agrees that she will not,
while employed with the Employer or at any time thereafter for any reason, in
any fashion, form or manner, either directly or indirectly, disparage or
criticize the Employer, or otherwise speak of the Employer, in any negative or
unflattering way to anyone with regard to any matters relating to her employment
by the Employer or the business or employment practices of the Employer. The
Employer agrees that it will not, in any fashion, form or manner, either
directly or indirectly, publicly disparage or criticize Executive or otherwise
publicly speak of Executive in any negative or unflattering way with regard to
any matters relating to her employment with the Employer. This Section 6 (c)
shall not operate as a bar to (i) statements reasonably necessary to be made in
any judicial, administrative or arbitral proceeding, or (ii) internal
communications between and among the employees, officers and directors of the
Employer with a job-related need to know about the Agreement or matters related
to the administration of the Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)

    Executive understands that in the event
of a material violation of any provision of the Section 6 as determined in good
faith by the Employer’s Board of Directors, the Employer shall have the right to
seek injunctive relief, in addition to any other existing rights provided in the
Agreement or by operation of law, without the requirement of posting bond.
Following such determination the Employer may also suspend future payments of
the severance payments and benefits provided under the Agreement, provided,
however, that the Employer shall provide the Executive with written notice of
such suspension at least fifteen (15) days prior to the date of such suspension.
The remedies provided in the Section 6(d) shall be in addition to any legal or
equitable remedies existing at law or provided for in any other agreement
between Executive and the Employer or any of its subsidiaries and affiliates,
and shall not be construed as a limitation upon, or as an alternative or in lieu
of, any such remedies. If any provisions of Section 6 shall be determined by a
court of competent jurisdiction to be unenforceable in part by reason of it
being too great a period of time or covering too great a geographical area, it
shall be in full force and effect as to that period of time or geographical area
determined to be reasonable by the court.

    


    (e)

    Executive agrees that the provisions of
Section 6 shall extend to any offices or facilities of any Employer business
that becomes an affiliate of or successor to the Employer or any of its
affiliates.

    


    7.

    Additional Covenants of
Executive.

     

    (a)

    Employee Work.
 All written and graphic materials, computer software, inventions,
discoveries, patents, patent applications developed, authored, prepared,
conceived or made by Executive during the term of her employment hereunder and
which are related to or are the product of the tasks, assignments and
performance by her of the duties of her employment and relate to the Employer’s
business or any of its affiliates (collectively, “Employee Work”) shall be the
sole property of the Employer and, to the extent applicable, shall be “work made
for hire” under and as defined in the Copyright Act of 1976, 17 U.S.C. §1 et seq.  Executive
hereby agrees to disclose promptly to the Employer all Employee Work and hereby
agrees to assign to the Employer all right, title and interest in and to such
Employee Work and shall execute all such documents and instruments as the
Employer may reasonably determine are necessary or desirable in order to give
effect to the subsection or to preserve, protect or enforce the Employer’s
rights with respect to any Employee Work.

    


    (b)

    Return of Employer
Property.  Promptly after termination of Executive’s employment
hereunder for any reason, Executive or her personal representative shall return
to the Employer all property of the Employer then in her possession, including
without limitation papers, documents, computer disks, vehicles, keys, credit
cards and confidential information, and shall neither make nor retain copies of
the same.  

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.

    Representations and
Warranties of Executive.  

     

    Executive
hereby represents and warrants to the Employer that

     

    (i)

     

    she is
not a party to or otherwise subject to or bound by any contract, agreement,
understanding, legal proceeding, order, judgment, or otherwise which would limit
or otherwise adversely affect her ability to serve as CFO or to otherwise
perform her duties hereunder or which would be breached or violated by her
execution and delivery of the Agreement or by the performance of her duties
hereunder; and

     

    (ii)

     

    her
employment by the Employer will not require her to disclose or use any
confidential information belonging to prior employers or other persons or
entities; and

     

    (iii)

     

    that in
her previous employment with Employer, Executive has not committed any acts that
constitute material violations of United States law, including the Foreign
Corrupt Practices Act, the Securities Act of 1933, the Securities Exchange Act
of 1934, or any regulations adopted pursuant thereto.

     

    9.

    Notice.
 

     

    All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when:

     

    


    (i) delivered by hand (with
written confirmation of receipt),

    


    (ii) sent by facsimile (with
written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or

    


    (iii) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If to
Employer:

    


    Attention:         Kerry
Doyle, Chief Executive Officer

       Caspian Services,
Inc.

    


    Facsimile
No.: + 1 801 746 3701

    


    With a
copy to: Caspian Services Inc.,

    Attc: Board of Directors

    257 E 200 S STE 490

    Salt Lake City, Utah,
84111

    


    If to
Executive:  by mailing to the last known address details of which are
delivered to the Employer by the Executive in writing.

    


    10.

    Arbitration and
Jurisdiction.

     

    The parties hereby specifically agree
that any controversy or claim arising out of or relating to the Employment
Agreement, or the breach thereof, shall be finally resolved by arbitration
administered by the American Arbitration Association under its Employment
Dispute Resolution Rules. There shall be three arbitrators, named in accordance
with such rules.  Absent the agreement between the Employer and
Executive at the time of such dispute, arbitration shall be conducted in English
language in Salt Lake City, Utah in accordance with the Unites States
Arbitration Act and the arbitrators shall decide the dispute in accordance with
the substantive law of the State of Utah, however, application of the Labor Code
of Republic of Kazakhstan, dated May 15, 2007 as amended at the Effective Date
shall be given a full due consideration where applicable under this
Agreement.  The parties agree that timing of terms and periods under
this Agreement shall be calculated and construed in accordance with statutory
requirements in effect at the Employment location at the time of such
determination.

     

    Any action or proceeding seeking to
enforce arbitration under this Section 10 or enforce any arbitration award under
this Section 10, may be brought against either of the parties in the courts of
the State of Utah, County of Salt Lake, or, if it has or can acquire
jurisdiction, in the United States District Court for the District of Utah, and
each of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on either party anywhere in the
world.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.

    Miscellaneous.
 

     

    The
validity or enforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision.  The Agreement embodies
the entire Agreement between the parties hereto and supersedes any and all prior
or contemporaneous, oral or written understandings, negotiations, or
communications on behalf of such parties.  The Agreement may be executed in
several counterparts, each of which shall be deemed original, but all of which
together shall constitute one and the same instrument.  The Agreement may
be delivered by telefax, and such telefax copy shall be as effective as delivery
of a manually executed counterpart.  The waiver by either party of any
breach or violation of any provision of the Agreement shall not operate or be
construed as a waiver of any subsequent breach or violation hereof.  All
compensation and benefits provided in the Agreement shall, to the extent
required by law, be subject to federal, state, and local tax withholding.
 The Agreement is executed in and shall be governed by and construed in
accordance with the laws of the State of Utah without giving effect to any
conflict of laws provision.  The Agreement shall be amended only by written
agreement of both parties hereto.

     

    Executive
to the extent allowable by law, waives any right to claim in addition to the
compensation and severance provided in accordance with this Agreement, any
compensation, reimbursement, benefits, social insurance, unemployment or
termination benefits or any other benefits that she may otherwise become
entitled to as a matter of law or contract due to her at a Employer’s subsidiary
or from any Employer’s affiliate during the Term of this Agreement.

     

    Executive
agrees that any statutory termination, unemployment, loss of employment social
security benefits, and/or any other similar benefits the Executive may otherwise
be entitled in accordance with the statutory regulations in the Employment
location shall be reduced by the amount of compensation and severance paid or
provided to the Executive in accordance with this Agreement.

     

    In the
event the Executive initiates any action arising out of or relating to her
employment with the Employer or seeks any remedy, other than provided under this
Agreement, such action and remedy shall be deemed to be an exclusive election by
the Executive and no other or additional right or remedy will be available to
the Executive under the terms of this Agreement.

     

    Executive
agrees that a final judgment or award in any claim brought under this Agreement
or under employment with the Employer or with any Employer subsidiaries or
affiliates, by Executive against the Employer or any of its subsidiaries or
affiliates in the Employment location will serve as a complete defense against
any concurring, future or subsequent claims brought by the Executive or on her
behalf under this Agreement in any other jurisdiction or country, including the
United States of America and Republic of Kazakhstan without
limitations.

     

    12.

    Survival.
 Notwithstanding the termination of the Agreement, the provisions which
specify continuing obligations, compensation and benefits, and rights shall
remain in effect until such time as all such obligations are discharged, all
such compensation and benefits are received, and no party or beneficiary has any
remaining actual or contingent rights under the Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.

    Successors; Binding
Agreement.

     

    (a)

    The
Employer will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the
businesses or assets of the Employer to expressly assume and agree to perform
the Agreement in the same manner and to the same extent that the Employer would
be required to perform it if no such succession had taken place.  Failure
by the Employer to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a breach of the Agreement.
 As used in the Agreement, the “Employer” shall mean the Employer as
defined previously and any successor to its respective businesses or assets as
aforesaid which assumes and agrees to perform the Agreement by operation of law
or otherwise.

     

    (b)

    The
Agreement shall inure to the benefit of, and be enforceable by, Executive and
the Employer, and their respective personal or legal representatives, executors,
administrators, heirs, distributors, devisees, legatees, successors and
permitted assigns.  If Executive should die after a Notice of Termination
is delivered by her, or following termination of her employment without Cause,
and any amounts would be payable to Executive under the Agreement if she had
continued to live, all such amounts shall be paid in accordance with the terms
of the Agreement to Executive’s devisee, legatee, or other designee, or, if
there is no such designee, to Executive’s estate.

     

    14.

    Assignment.

     

     The
Agreement shall not be assignable by either party hereto, except by the Employer
to any successor in interest to the business of the Employer, provided that the
Employer (if it remains a separate entity) shall remain fully liable under the
Agreement for all obligations, payments and otherwise.

     

    15.

    No Mitigation or
Offset.  

     

    In the
event of termination of Executive’s employment, she will be under no obligation
to seek other employment and there will be no offset against any payment or
benefit provided for in the Agreement on account of any remuneration or benefits
from any subsequent employment that she may obtain.

     

    16.

    Legal Fees.
 

     

    The
Employer shall reimburse Executive for all reasonable legal fees and expenses
incurred by her in attempting to obtain or enforce rights or benefits provided
by the Agreement, if, with respect to any such right or benefit, she is
successful in obtaining or enforcing such right or benefit (including by
negotiated settlement).  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.

    Recovery of Bonuses and
Incentive Compensation.

     

    (a)

    Notwithstanding anything in the
Agreement to the contrary, all bonuses and incentive compensation paid hereunder
(whether in stock or in cash) shall be subject to recovery by the Employer in
the event that such bonuses or incentive compensation is based on materially
inaccurate financial statements (which includes, but is not limited to,
statements of earnings, revenues, or gains) or other materially inaccurate
performance metric criteria; provided that a determination as to the recovery of
a bonus or incentive compensation shall be made within twelve (12) months
following the date such bonus or incentive compensation was paid.

    


    (b)

    In the event that the Board determines
by at least a majority vote that a bonus or incentive compensation payment to
Executive is recoverable, Executive agrees to reimburse all or a portion of such
bonus or incentive compensation, to the fullest extent permitted by law, as soon
as practicable following written notice to her by the Employer of the
same.

    


                                                                                                                  
SIGNATURES

     

    


    
      	
                            
      CASPIAN SERVICES, INC.

            


    

    


    By:
_________________

    Name:
Kerry T. Doyle

    Title:
CEO & President

     
 

     EMPLOYEE:

    By:
________________

    Name:
Indira Kalieva