ex10-2_1320256.htm


     

    


    


    SHARE
PURCHASE AGREEMENT

     

    


    BY

     

    [__]

     

    AS
SELLER

     

    


    


    AND

     

    


    


    VERNIY
AKTIV

     

    AS
BUYER

     

    


    


    


    CONCERNING

     

    CASPIAN
INTERNATIONAL OIL CORPORATION

     

    


    DATED
[________], 2008

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SHARE
PURCHASE AGREEMENT

     

    THIS
SHARE PURCHASE AGREEMENT (this Agreement),
dated as of  [________], 2008 (the Effective
Date), is hereby entered into by and between [NAME], an individual
residing at [address] (the Seller)
and VERNIY AKTIV, a closed unit risk investment fund organized under the laws of
the Republic of Kazakhstan (in accordance with certificate of state registration
for share issuance No. 30/05, issued by the Market and Financial Entity
Regulation and Supervisory Agency of the Republic of Kazakhstan on June 13,
2007) with a legal address of 117/6 Dostyk Ave., Almaty, Kazakhstan 050059 (the
Buyer), as
represented by its portfolio manager, VERNIY CAPITAL JOINT STOCK COMPANY, a
joint stock company organized under the laws of the Republic of Kazakhstan (in
accordance with state registration certificate No. 81096-1910-АО, issued by
Department of Justice of Almaty on October 19, 2006 and license manage portfolio
investments No. 0403200678, issued by the Market and Financial Entity Regulation
and Supervisory Agency of the Republic of Kazakhstan on dated April 19, 2007),
with a legal address of 117/6 Dostyk Ave., Almaty, Kazakhstan 050059, with
respect to the sale of shares in CASPIAN INTERNATIONAL OIL CORPORATION, a
Delaware corporation with offices located at 1800 West Loop South, Suite 850,
Houston, Texas USA 77027 (the Company).  The
Seller and Buyer are each referred to herein individually as a Party to
this Agreement, and collectively as the Parties to
this Agreement.

    


    NOW,
THEREFORE, in consideration of the premises set out above and the provisions set
out below the Parties agree as follows:

    


    ARTICLE
I – DEFINITIONS

    


    Definitions

    


    1.1  As
used in this Agreement:

    


    Affiliate
shall mean, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person.  For purposes of this definition,
the term “control” (including the terms “controlling,” “controlled by” and
“under common control with”) of a Person means the possession, direct or
indirect, of the power to vote 5% or more of the Voting Stock of such entity or
to direct or cause the direction of the management and policies of such Person,
whether through ownership of Voting Stock, by contract or
otherwise.

    


    Agreement
shall mean this Share Purchase Agreement, dated as of [________],
2008.

    


    Bankruptcy
Code shall mean the United States Bankruptcy Code, Title 11 of the United
States Code, as amended.

    


    Business
Day shall mean a day of the year on which banks are not required or
authorized by law to close in New York City.

    


    Buyer
shall have the meaning set forth in the recitals to this Agreement.

    


    Closing
shall have the meaning set forth in Section 2.2(a).

    


    Company
shall have the meaning set forth in the recitals to this
Agreement.

    


    Confidential
Information shall mean, with respect to both Parties hereto, this
Agreement, and with respect to each Party hereto, all information delivered by
the other Party to such Party in connection with this Agreement, negotiations
with respect to this Agreement and the transactions contemplated by or otherwise
pursuant to this Agreement; provided,
however, that such term does not include


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    information
that (a) was publicly known or otherwise known to the re­ceiving Party
prior to the time of such disclosure, (b) was disclosed to the receiving Party
on a non-confidential basis prior to this Agreement; (c) subsequently
becomes pub­licly known through no act or omission by the receiving Party or
any Person acting on such Party’s behalf, or (d) otherwise becomes known to
the receiving Party other than through disclosure by the delivering Party or any
Person with a duty to keep such information confidential.  Damages
shall mean the amount of any actual liability, loss, cost expense, claim award,
or judgment incurred or suffered by any Party hereto, as limited by Section 5.2
hereof, arising out of or resulting from any breach of the representations,
warranties or covenants of this Agreement, provided,
however, that Buyers and Sellers shall not be entitled to compensation
under Section 5.2 for, and Damages
shall not include, loss of profits or other indirect or consequential damages
suffered by the Party claiming damages, or any special or punitive
damages.

    


    Encumbrance
shall mean any lien, mortgage, pledge, encumbrance, proxy, voting trust,
voting agreement, adverse claim, contractual restriction on transfer or any
other charge effecting the title to or rights of the holder of any
Shares.

    


    Escrow
Agent shall have the meaning set forth in Section 2.2(b).

    


    Escrowed
Documents shall have the meaning set forth in Section
2.2(b).

    


    Faris
Agreement shall have the meaning set forth in Section
2.2(a).

    


    Governmental
Authority shall mean any nation and any political subdivision of such
nation, and any government, department, court, commission, board, bureau,
ministry, agency, or other instrumentality of such a nation or political
subdivision, which exercises or is entitled to excise administrative, executive,
judicial legislative, police, regulatory or taxing authority.

    


    Law shall
mean any law, statute, rule, regulation, ordinance, order, decree, requirement,
judgment, or code of any Governmental Authority that had both been published by
any Governmental Authority or recognized commercial compiler of laws in effect
at the time of the activity in question.

     

    Material Adverse
Effect shall mean, with respect to any Person, a negative financial
impact on the business, assets or financial condition of such Person that, when
expressed in monetary terms is equal to or greater than US$50,000 (fifty
thousand United States dollars).

     

    Notice
shall have the meaning set forth in Section 6.1.

    


    Party
shall mean the Seller or Buyer, and Parties
shall mean the Buyer and the Seller collectively.

    


    Person
shall mean any individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture,
limited liability company or other entity, or a government or any political
subdivision or agent thereof.

    


    Purchase
Price shall have the meaning set forth in Section 2.1.

    


    Releasees
shall have the meaning set forth in Section 5.1(a).

    


    Share
shall mean any one of, and Shares
shall mean collectively, the [number] ([number in words]) shares of the
Company’s stock held by the Seller, which represent 100% of the Seller’s equity
ownership in the Company.

    


    Securities
Act shall mean the United States Securities Act of 1933, as
amended.

    


    Securities
Exchange Act shall mean the United States Securities Exchange Act of
1934, as amended.


    
      
         


      

      
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    Seller
shall have the meaning set forth in the recitals to this Agreement.

    


    Tax shall
mean all taxes, including income tax, surtax, remittance tax, presumptive tax,
net worth tax, special contribution, production tax, transportation tax, value
added tax, withholding tax, gross proceeds or receipts tax, windfall profits
tax, profits tax, severance tax, personal property tax, real property tax, sales
tax, service tax, transfer tax, use tax, excise tax, premium tax, customs
duties, stamp tax, motor vehicle tax, entertainment tax, insurance tax, capital
stock tax, franchise tax, occupation tax, payroll tax, employment tax, social
security, unemployment tax, disability tax, alternative or add-on minimum tax,
estimated tax, labor participation, and any other assessments, duties, fees,
levies or other charges imposed by a Governmental Authority, together with any
interests, fine or penalty on such Tax.

    


    Voting
Stock shall mean capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in absence
of contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even if the right so to vote has
been suspended by the occurrence of such contingency.

    


    References;
Rules of Construction

    


    1.2  In
this Agreement:

     

    (a)  References
to any gender include a reference to all other genders;

    


    (b)  References
to the singular include the plural, and vice versa;

    


    (c)  Reference
to any Article or Section means an Article or Section of this
Agreement;

    


    (d)  Reference
to any Attachment or Schedule means an Attachment or Schedule to this Agreement,
all of which are incorporated into and made a part of this
Agreement;

    


    (e)  Unless
expressly provided to the contrary, “hereunder,” “hereof,” “herein,” and words
of similar import are references to this Agreement as a whole and not any
particular Section or other provision of this Agreement;

    


    (f)  “Include”
and “including” shall mean include or including without limiting the generality
of the description preceding such term; and

    


    (g)   in
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each means “to but excluding”.

     

    ARTICLE
II – PURCHASE AND SALE

    


    Purchase
and Sale

    


    2.1(a)  In
accordance with the terms and conditions set forth in this Agreement, Buyer
hereby agrees to buy, and the Seller hereby agrees to sell, the Shares of the
Company at a price of US$0.285 (zero United States dollars and twenty eight and
a half cents) per Share, for a total purchase price of US$[number] ([number in
words] United States dollars) (the Purchase
Price).  Upon sale, all Shares shall be fully paid and
non-assessable and free and clear of all Encumbrances.  [These Shares
are restricted and unregistered Shares.  Seller makes no legal
representation regarding the eligibility of such Shares for registration.] OR
[The certificate for these Shares is not legended, and the Seller is not an
affililiate of the Company, as “affiliate” is defined in SEC Rule
144.]


    
      
         


      

      
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    (b)  In
exchange for delivery of the Purchase Price by wire transfer of immediately
available funds to the Seller’s bank account, Seller must deliver to Buyer
[certificates for the Shares, duly endorsed for transfer or accompanied by an
instrument of transfer in such form as may be necessary or required by Law to
transfer to the Buyer ownership of the Shares][documentation necessary or
required by Law to transfer ownership of the Shares to an account designated by
the Buyer and consummate the sale of such Shares and perfection of their
ownership by the Buyer].

    


    Closing

    


    2.2(a)  The
Closing (the Closing)
shall occur simultaneous with the closing under the Share Purchase Agreement
dated this date between George Faris and the Buyer (the Faris
Agreement).

    


    (b)  Prior
to the Closing, Seller shall deliver to Robert Brantl, Esq., Seller’s counsel
and the Escrow Agent named in the Faris Agreement (the Escrow
Agent), the documents described in Section 2.1(b) hereof (the Escrowed
Documents).

    


    (c)  Prior
to the Closing, Buyer shall deposit the Purchase Price with the Escrow
Agent.

    


    (d)  The
parties hereby jointly direct the Escrow Agent that at the Closing he should pay
over the Purchase Price to the Seller by wire transfer (net of a $12.50 wire
transfer fee, and should deliver the Escrowed Documents to counsel for the
Buyer.

    


    (e)  In
the event that the Escrow Agent reasonably determines that there is no
substantial likelihood that a closing will occur under the Faris Agreement, the
Escrow Agent is hereby directed that he should return the Purchase Price to the
Buyer (at such address as Buyer’s counsel shall indicate) and should return the
Escrowed Documents to the seller.

    


    Allocation
of Taxes

    


    2.3  Each
of the Parties hereto shall be responsible for, and entitled to any refunds with
respect to, all Taxes arising from the transactions contemplated by this
Agreement that are measured by income, profit or capital gain and are incurred
by or imposed on them or are otherwise imposed on them by applicable
legislation.  The Seller shall be responsible for payment of all
transfer Taxes, if any, arising from the transfer of the Shares under the
Federal law of the United States of America or the laws of the State of New
York.

     

    ARTICLE
III – REPRESENTATIONS AND WARRANTIES

     

    General
Statements

    


    3.1(a)
Except as expressly set forth in this Agreement, each Party hereto is only
making the representations and warranties to the other Party hereto which are
expressly set forth in this Article III, and no others with respect to the
matters contained herein.

    


    (b)  Subject
only to any matter which is expressly stated in this Agreement, the Buyer and
Seller represent and warrant to the other and any of their respective successors
and assigns that all warranties made by the representing Party pursuant to this
Agreement are accurate in all respects and not misleading as of the date of this
Agreement, subject to any qualifications, limitations or exclusions contained
elsewhere in this Agreement.

    


    (c)  The
Seller acknowledges that the Buyer has entered into this Agreement in reliance
upon, among others, each representation and warranty contained in this Section
3.1 and Section 3.2.  The Buyer acknowledges that the Seller has
entered into this Agreement in reliance upon, among others, each representation
and warranty contained in this Section 3.1 and Section 3.3.


    
      
         


      

      
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    (d)  Where
any statements in the representations and warranties contained in this Article
III are qualified by the expression “so far as the Party is aware”, or “to the
best of the knowledge, information and belief of the Party”, or any similar
expression, the applicable Party shall be deemed to have full knowledge of
anything which such Party has or had actual knowledge.

    


    Representations
and Warranties of the Seller

    


    3.2  Seller
hereby represents and warrants to the Buyer as follows:

    


    (a)  Authorization of
Agreement.  Seller has full power and authority to enter into
and perform this Agreement.  This Agreement has been duly executed and
delivered by Seller and, assuming due execution and authorization by the Buyer,
constitutes a legal, valid, and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as the same may be limited
by applicable laws relating to bankruptcy, insolvency, reorganization,
moratorium or similar creditors' rights generally and by general principles of
equity.

    


    [(b)  Organization; Good Standing;
Authorization of Agreement.  The Seller is a {company} duly
organized, validly existing, and in good standing under the laws of {New York}
and is duly qualified and in good standing in all other jurisdictions in which
the conduct of its business or the ownership of its assets requires such
qualification.  The Seller has full corporate power and authority to
hold interests and carry on its business as it has been and is now being
conducted.  The execution and delivery of this Agreement and the
consummation of the transaction contemplated by this Agreement have been duly
authorized by all necessary company action of Seller.  This Agreement
has been duly executed and delivered by Seller and, assuming due execution and
authorization by the Buyer, constitutes a legal, valid, and binding obligation
of Seller, enforceable against Seller in accordance with its terms, except as
the same may be limited by applicable laws relating to bankruptcy, insolvency,
reorganization, moratorium or similar creditors' rights generally and by general
principles of equity.][for entity sellers – reletter later reps if
used]

    


    (b)  No
Conflicts.  Except as expressly set forth in this Agreement,
neither the execution and delivery of this Agreement nor the consummation by
Seller of the transactions contemplated hereby, will (A) violate any order,
judgment, or decree applicable to Seller; (B) conflict with or result in a
breach of any of the terms, conditions or provisions of any agreement to which
Seller is a party or by which Seller is bound; (C) result in the creation
of any lien, charge, or Encumbrance upon the assets or properties of Seller; (D)
give rise to any preferential purchase rights; or (E) cause Seller to
become “insolvent” for purposes of the Bankruptcy Code.

    


    (c)  Consents.  No
consent, approval, or authorization of, or designation, declaration, or filing
with, any Governmental Authority or other third Person is required on the part
of Seller in connection with Seller’s execution, delivery, and performance of
this Agreement.

    


    (d)  Legal
Proceedings.  To Seller’s best knowledge, information and
belief, there is no pending or threatened claim, action, lawsuit, arbitration,
proceeding, or investigation against Seller which might bring into question the
validity or propriety of this Agreement or the consummation of the transactions
contemplated by this Agreement or which has or may have a Material Adverse
Effect on Seller or may result in a Material Adverse Effect on Seller or
Seller’s ability to consummate the transactions contemplated
hereby.  Seller is not subject to any material judgment, order, writ,
injunction or decree that has not been satisfied or complied with.

    


    (e)  No Payments
Due.  Seller has not made or committed to make, in connection
with the transactions contemplated by this Agreement, any payments in the form
of (A) consulting or other fees in violation of any statue, regulation or policy
applicable to the Seller; (B) commissions; or (C) brokers’ or finders’
fees, other than those for which the Seller is solely
responsible.


    
      
         


      

      
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    (f)  Ownership of
Shares.  The Shares represent 100% of Seller’s shares and
equity interests of any sort whatsoever (including options, warrants,
convertible debt and other instruments of any type) in the Company, and Seller
is the legal and beneficial owner of the Shares, and the Shares are now and
shall on the Closing Date be free and clear of any Encumbrances.

    


    (g)  No
Solicitation.  To the best of Seller’s knowledge, information
and belief, neither the Buyer nor any of the Buyer’s Affiliates has engaged in
any solicitation or open offer of purchase or communicated any such offer or
solicitation to any third Person in connection with the transactions
contemplated in this Agreement. 

    


    (h)  Acknowledgement.  Seller
understands, acknowledges and agrees that, following the consummation of the
transactions contemplated by this Agreement, the Company may, in the future,
decide to engage in a reorganization, recapitalization, merger, tender offer,
“going private” transaction or other action which affects the structure of the
Company generally.

    


    Representations
and Warranties of the Buyer

    


    3.3  Buyer
represents and warrants to the Seller
as follows:

    


    (a)  Organization; Good Standing;
Authorization of Agreement.  The Buyer is a closed unit risk
investment fund duly organized, validly existing, and in good standing under the
laws of the Republic of Kazakhstan and is duly qualified and in good standing in
all other jurisdictions in which the conduct of its business or the ownership of
its assets requires such qualification.  The Buyer is owned solely by
Timur Bergaliyev, an individual residing at 10B Abay St., Apt. 9, Almaty,
Kazakhstan.  The Buyer has full corporate power and authority to hold
interests and carry on its business as it has been and is now being
conducted.  The execution and delivery of this Agreement and the
consummation of the transaction contemplated by this Agreement have been duly
authorized by all necessary company action of the Buyer.  This
Agreement has been duly executed and delivered by the Buyer and, assuming due
execution and authorization by the Seller, constitutes a legal, valid, and
binding obligation of the Buyer, enforceable against the Buyer in accordance
with its terms, except as the same may be limited by applicable laws relating to
bankruptcy, insolvency, reorganization, moratorium or similar creditors' rights
generally and by general principles of equity.

    


    (b)  No
Conflicts.  Except as expressly set forth in this Agreement,
neither the execution and delivery of this Agreement nor the consummation by
Buyer of the transactions contemplated hereby, will (A) violate any order,
judgment, or decree applicable to Buyer; (B) violate the organizational
documents of the Buyer; (C) conflict with or result in a breach of any of the
terms, conditions or provisions of any agreement to which Buyer is a party or by
which Buyer is bound; (D) result in the creation of any lien, charge, or
Encumbrance upon the assets or properties of Buyer; (E) give rise to any
preferential purchase rights; or (F) cause Buyer to become “insolvent” for
purposes of the Bankruptcy Code.

    


    (c)  Consents.  No
consent, approval, or authorization of, or designation, declaration, or filing
with, any Governmental Authority or other third Person is required on the part
of Buyer in connection with Buyer’s execution, delivery, and performance of this
Agreement.

    


    (d)  Legal
Proceedings.  To Buyer’s best knowledge, information and
belief, there is no pending or threatened claim, action, lawsuit, arbitration,
proceeding, or investigation against Buyer which might bring into question the
validity or propriety of this Agreement or the consummation of the transactions
contemplated by this Agreement or which has or may have a Material Adverse
Effect on Buyer or may result in a Material Adverse Effect on Buyer or Buyer’s
ability to consummate the transactions contemplated hereby.  Buyer is
not subject to any material judgment, order, writ, injunction or decree that has
not been satisfied or complied with.


    
      
         


      

      
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    (e)  No Payments
Due.  Buyer has not made or committed to make, in connection
with the transactions contemplated by this Agreement, any payments in the form
of (A) consulting or other fees in violation of any statue, regulation or policy
applicable to the Buyer; (B) commissions; or (C) brokers’ or finders’ fees,
other than those for which the Buyer is solely responsible.

    


    (f)  Financing
Capability.  Buyer now has sufficient funds and credit
facilities and, at Closing, will have sufficient funds available to pay the
Purchase Price.  Such funds are not reserved for any other use or
purpose, are not otherwise restricted or encumbered in a manner that would
interfere with the consummation of the transactions contemplated by this
Agreement, by any agreement or other instrument to which Buyer is a party or by
which it may be bound, or subject to any lien, attachment, or other judicial
process, whether final or interim.

    


    (g)  Status.  Buyer
is not a “U.S. Person” within the definition set forth in Rule 902(k)
promulgated under the Securities Act, is an “Accredited Investor” within the
definition set forth in Rule 501(a) of the Securities Act, and the Shares
purchased pursuant to this Agreement are being acquired for investment only and
not with a view to any public distribution thereof.  Buyer further
represents that at no time has it been presented with or solicited by or through
any public promotion or other form of advertising in connection with this
transaction.

    


    (h)  Resale
Representations.  Buyer will not sell or otherwise transfer the
Shares unless either (i) they first shall have been registered under the
Securities Act or (ii) the Company first shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the
Securities Act; provided,
however, that, notwithstanding the foregoing, no registration or opinion
of counsel shall be required for a transfer made in accordance with Rule 144
under the Securities Act.

    


    Effect
of Closing; Duration of Representations and Warranties

    


    3.4  The
representations and warranties made by the Parties and all other provisions of
this Agreement, and any other documents to be executed by the Parties pursuant
to or in connection with this Agreement insofar as the same shall not have been
performed at the Closing shall not be extinguished or affected by such Closing,
or by any other event or matter whatsoever (including, without limitation, any
satisfaction and/or waiver of the conditions precedent set out in this
Agreement).  The representations, warranties, and acknowledgements in
favor of either Party hereto contained in this Article III shall be valid at the
Effective Date and at Closing and shall survive for a period of 1 (one) year
after the Closing Date.

    


    ARTICLE
IV – COVENANTS OF THE PARTIES

    


    Covenants

    


    4.1  The
Parties shall not issue any press release or make any public statement in
connection with this Agreement except as required by applicable law or any stock exchange or other self-regulatory organization
requirement; provided, however, that any Party may make disclosures to any of its
Affiliates as such Party in its sole discretion deems appropriate if such
Affiliate agrees to be bound by the confidentiality provisions set forth in
Section 6.6 of this Agreement; and further provided, that the Parties hereto may discuss the transactions
contemplated by this Agreement with the Company.

     

    ARTICLE
V – INDEMNIFICATION AND LIMITATION ON LIABILITY

    


    Indemnification
and Covenant Not to Sue

    


    5.1(a)  With
the exception of any claims made with respect to this Agreement or the
transactions contemplated herein, the Seller hereby on behalf of himself and any
of his Affiliates releases and discharges the Buyer, the Company, any Affiliates
of the Company, and any of their respective


    
      
         


      

      
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    directors,
officers, parents, subsidiaries, agents, attorneys, and their respective
successors and assigns (collectively, the Releasees),
from all actions, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims
and demands whatsoever, in law, admiralty or equity, against the Releasees,
which the Seller ever had, now have or hereafter can, shall or may have, for,
upon or by reason of any matter, cause or thing whatsoever from the beginning of
the world to the day of the date of this Agreement and thereafter.

    


    (b)  With
the exception of any claims made with respect to this Agreement or the
transactions contemplated herein, the Seller hereby on behalf of himself and any
of his Affiliates covenants to the Releasees, never to, and never to cause any
affiliate of the Seller to, bring, commence, maintain, make, assert, assist,
request, or prosecute, directly or indirectly, against any Releasee, any claim
(including claims for indemnity and/or contribution in any form), demand,
action, suit, request, proceeding, or cause of action, in law or equity, for
damages or other relief arising out of or in connection with the Seller’s
relationship with the Company generally; provided, however, that notwithstanding
any of the foregoing, nothing in this Agreement shall (i) preclude the
Seller from complying with a request or demand for assistance or cooperation
from any regulatory body or (ii) constitute a waiver of any defense
available to the Seller in response to any claim against it by a person or
entity not a party to this Agreement.

    


    Limitation
on Liability

    


    5.2  Neither
Party shall have the right to seek damages under or in connection with this
Agreement, except to the extent the aggregate amount of Damages incurred by a
Party exceeds US$50,000 (fifty thousand United States dollars), after which all
such amounts exceeding such amount shall be subject to a claim or action for
damages under or in connection with this Agreement and to a maximum amount equal
to the value of this Agreement.

    


    ARTICLE
VI – MISCELLANEOUS

    


    Notice

    


    6.1  Any
notice, demand, request, consent, approval, declaration, delivery or other
communication (Notice)
hereunder to be made pursuant to the provisions of this Agreement shall be
sufficiently given or made if in writing and either delivered in person, by
telecopy or by overnight courier (signature required only for Notices sent
within the United States), addressed as follows:

    


    if to
Seller, at:

    [name]

    [address]

    


    with a
copy to:

    Robert
Brantl, Esq.

    52
Mulligan Lane

    Irvington,
NY 10533

    


    if to
Buyer, at:

    Verniy
Aktiv

    c/o
Eisenberg & Sima LLP

    102 Park
Ridge Lane

    White
Plains, NY 10603

    


    With a
copy (no signature required) to:

    Timur
Bergaliyev

    10B Abay
St., Apt. 9

    Almaty,
Kazakhstan


    
      
         


      

      
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    If to the
Escrow Agent, to Robert Brantl as above.

    


    or to
such other address as may be substituted by Notice given as herein provided,
with the condition that any substitute address for the primary notice must be an
address within the United States.  The giving of any Notice required
hereunder may be waived in writing by the Party entitled to receive such
Notice.  Every notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder shall be deemed to have
been duly given or served on the date on which personally delivered or faxed
(unless faxed on a day which is not a Business Day or after normal business
hours of the recipient, in which case delivery shall be deemed to have been
given the next Business Day) and the next Business Day after deposit with an
overnight courier service.

    


    Expenses

     

    6.2  Except
as otherwise set forth in this Agreement, each Party shall bear 100% of the
reasonable fees and expenses actually incurred by such Party in connection with
the authorization, preparation, or execution of this Agreement, and all
Attachments and Schedules to this Agreement including any other agreements
required to be entered into as conditions precedent to this agreement, and all
other matters related to the Closing, including, without limitation, all fees
and expenses of such Party’s legal counsel, accountants, and financial advisers
employed by such Party, whether or not the transactions contemplated by this
Agreement shall be consummated.

     

    Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial

    


    6.3(a)  This
Agreement shall be construed in accordance with, and this Agreement and
all matters arising out of or relating in any way whatsoever (whether in
contract, tort or otherwise) to this Agreement shall be governed by, the law of
the State of New York.

    


    (b)  The
Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
New York State or Federal court sitting in the Borough of Manhattan in The City
of New York in any action or proceeding arising out of or relating to this
Agreement, and the Parties hereby irrevocably agree that all claims in respect
of such action or proceeding may be heard and determined in such New York State
or Federal court.  The Parties hereby irrevocably waive, to the
fullest extent that they may legally do so, the defense of an inconvenient forum
to the maintenance of such action or proceeding.  The Parties also
waive any right that they may have under the Hague Convention to the service of
papers overseas and any translation of papers, and Buyer designates its
attorneys Eisenberg & Sima LLP, as its agent for process of service for
service of any court pleadings relating to any proceeding or claims between the
Parties.

    


    (c)  EACH PARTY HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  Each Party hereby (i) certifies that no
representative, agent or attorney of the other has represented, expressly or
otherwise, that the other would not, in the event of a proceeding, seek to
enforce the foregoing waiver and (ii) acknowledges that it has been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this paragraph.

    


    Successors
and Assigns

    


    6.4  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and assigns, except that no
Party may assign or otherwise


    
      
         


      

      
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    transfer
any of its rights under this Agreement without the prior written consent of the
other Parties hereto.

    


    No
Third Party Beneficiaries

    


    6.5  Nothing
in this Agreement shall entitle any Person other than Sellers and the Buyers to
any claim, cause of action, remedy, or right of any kind.

    


    Confidentiality

    


    6.6  Each
Party shall maintain the confidentiality of the other Party’s Confidential
Information in accordance with procedures adopted by such Party in good faith to
protect confidential information of third parties delivered to such Party; provided, however, that each Party may
deliver or disclose Confidential Information to (a) such Party’s
representatives who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 6.6, (b) any
Governmental Authority having jurisdiction over such Party to the extent
required by Law, or (c) any other Person to which such delivery or
disclosure may be necessary or appropriate (i) to effect compliance with
any Law applicable to such Party, (ii) in response to any subpoena or other
legal process, or (iii) in connection with any litigation to which such
Party is a party; provided, however, that, in the cases of
clauses (c) or (d), such Party shall provide the other Party with prompt written
notice thereof so that such Party may seek (with the cooperation and reasonable
efforts of the other Party) a protective order, confidential treatment or other
appropriate remedy.  In any such event, such Party shall furnish only
that portion of the information which is legally required and shall exercise
reasonable efforts to obtain reliable assurance that confidential treatment will
be accorded such information to the extent reasonably requested by the other
Party.

    


    Amendments;
Waivers

    


    6.7  No
amendment, modification or discharge of this Agreement, and no waiver hereunder,
shall be valid or binding unless set forth in writing and duly executed by each
of the Parties.  Neither the waiver by any of the Parties of a breach
of or a default under any of the provisions of this Agreement, nor the failure
by any of the Parties, on one or more occasions, to enforce or timely enforce
any of the provisions of this Agreement or to exercise any right or privilege
hereunder, shall be construed as a waiver of any other breach or default of a
similar nature, or as a waiver of any of such provisions, rights or privileges
hereunder.  The rights and remedies herein provided are cumulative and
none is exclusive of any other, or of any rights or remedies that any Party may
otherwise have at law or in equity.  The rights and remedies of any
Party based upon, arising out of or otherwise in respect of any breach of any
covenant or agreement or failure to fulfil any condition, shall in no way be
limited by the fact that the act, omission, occurrence or other state of facts
upon which any claim of any such breach is based may also be the subject matter
of any other covenant or agreement as to which there is no breach.

     

    Severability

    


    6.8  Any
provision of this Agreement which is invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability, without affecting in any way
the remaining provisions hereof in such jurisdiction or rendering that or any
other provision of this Agreement invalid, illegal or unenforceable in any other
jurisdiction.

     

    Headings

    


    6.9  The
various headings of this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Agreement or any provisions
hereof.


    
      
         


      

      
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    Entire
Agreement

    


    6.10  This
Agreement and the documents to be executed under this Agreement constitute the
entire agreement between the Parties pertaining to the subject matter hereof,
and supersede all prior agreements, understandings, negotiations, and
discussions, whether oral or written, of the Parties pertaining to the subject
matter of this Agreement.

    


    Counterparts

    


    6.11  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.  Delivery of an executed counterpart of a signature page
to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

     

    Further
Assurances

    


    6.12  Each
Party will, and will use all reasonable efforts to, take or cause to be taken
all actions, and do or cause to be done all other things, necessary, proper or
advisable in order to give full effect to this Agreement.  Each Party
shall negotiate, execute and deliver all reasonably required documents and do
all other acts which may be reasonably requested by any other Party hereto to
implement and carry out the terms and conditions of this
Agreement.  Each Party shall use its commercially reasonable efforts
not to take any action or fail to take any action which would reasonably be
expected to frustrate the intent and purposes of this Agreement.

    


    Construction

     

    6.13  The
language used in this Agreement will be deemed the language chosen by the
Parties to express their mutual intent, and no rules of strict construction will
be applied against either Party.

     

    (Signature
page follows)


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as of the date first above
written.

    


    

      


      
        
          
            	
                    [NAME], as
      Seller

                     

                  
	
                    By

                  	 
      
	 
      	
                    [name]

                  


          

        

      

      


      


      
        
          
            	
                    VERNIY AKTIV, as
      Buyer

                     

                  	 
      
	 
      	
                    VERNIY
      CAPITAL JOINT STOCK COMPANY, as Portfolio Manager

                  
	 
      	 
      	 
      
	
                    By

                  	 
      	 
      
	 
      	
                    Name:
      Almat Tulemissov

                    Title:
      Deputy Chairman

                  	 
      


          

        

      

      





    



    
      
         


      

      
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