REGISTRATION RIGHTS AGREEMENT

         This Agreement is made as of December _, 2005, by and among BMB Munai,
Inc., a Nevada corporation (the "Company"), and Aton Securities, Inc. ("Managing
Placement Agent" or "MPA") for the benefit of those persons who shall become
Holders and execute and deliver to the Company the Notice of Election to
Register and Questionnaire attached hereto as Exhibit A.

                                    PREAMBLE

         The Company and the Managing Placement Agent desire to extend
registration rights to the prospective Holders of the Company's common stock
purchased in a private placement made by the Managing Placement Agent to its
clients (the "Private Placement").

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein, the Company and the Managing Placement Agent agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:

         (a)      "Commission" shall mean the Securities and Exchange Commission
                  or any other federal agency at the time administering the
                  Securities Act.

         (b)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended, or any similar federal statute and the rules and
                  regulations thereunder, all as the same shall be in effect at
                  the time.

         (c)      "Holder" shall mean a holder of restricted common shares of
                  BMB Munai, Inc., purchased in the Private Placement or anyone
                  to whom the registration rights conferred by this Agreement
                  have been transferred in compliance with this Agreement.

         (d)      "Initiating Holders" shall mean any Holder or Holders of at
                  least fifty-one percent (51%) of the Registrable Securities
                  then outstanding.

         (e)      "Partnership" and "Partner" shall include, as the context may
                  require, a limited liability company and the member of members
                  thereof.

         (f)      "Private Placement" shall mean the Private Placement sale of
                  up to 8,000,000 shares of restricted common stock of the
                  Company issued pursuant to the Confidential Information
                  Memorandum, dated as of December 1, 2005, plus any shares
                  issued in the Private Placement pursuant to the over-allotment
                  option and/or pursuant to the warrants issued to the Managing
                  Placement Agent.

<PAGE>

         (g)      "Register," "registered" and "registration" shall refer to a
                  registration affected by preparing and filing a registration
                  statement in compliance with the Securities Act, and the
                  declaration or ordering of the effectiveness of such
                  registration statement, and compliance with applicable state
                  securities laws of such states in which Holders notify the
                  Company of their intention to offer Registrable Securities.

         (h)      "Registrable Securities" shall mean the following to the
                  extent the same have not been sold to the public (i) any and
                  all shares of restricted common stock of the Company issued or
                  issuable pursuant to the Private Placement. Notwithstanding
                  the foregoing, Registrable Securities shall not include
                  otherwise Registrable Securities (i) sold by a person in a
                  transaction in which his rights under this Agreement are not
                  properly assigned; or (ii) (A) sold in a transaction exempt
                  from the registration and prospectus delivery requirements of
                  the Securities Act under Section 4(1) thereof so that all
                  transfer restrictions, and restrictive legends with respect
                  thereto, if any, are removed upon the consummation of such
                  sale or (B) the registration rights associated with such
                  securities have been terminated pursuant to Section 12 of this
                  Agreement.

         (i)      "Rule 144" shall mean Rule 144 under the Securities Act or any
                  successor or similar rule as may be enacted by the Commission
                  from time to time, but shall not include Rule 144A.

         (j)      "Rule 144A" shall mean Rule 144A under the Securities Act or
                  any successor or similar rule as may be enacted by the
                  Commission from time to time, but shall not include Rule 144.

         (k)      "Securities Act" shall mean the Securities Act of 1933, as
                  amended, or any similar federal statute and the rules and
                  regulations thereunder, all as the same shall be in effect at
                  the time.

2. Restrictions on Transferability. The Registrable Securities shall not be
sold, assigned, transferred or pledged except upon the conditions specified in
this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Holder will cause any proposed purchaser,
assignee, transferee, or pledgee of the Registrable Securities held by a Holder
to agree to take and hold such securities subject to the provisions and upon the
conditions specified in this Agreement.

3. Notice of Proposed Transfer. The Holder of each certificate representing
Registrable Securities agrees to comply in all respects with the provisions of
this Section 3. Each such Holder agrees not to make any disposition of all or
any portion of any Registrable Securities unless and until:

         (a)      There is in effect a registration statement under the
                  Securities Act covering such proposed disposition and such
                  disposition is made in accordance with such registration
                  statement; or;

         (b)

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<PAGE>

                  (i)      Such Holder shall have notified the Company of the
                           proposed disposition and shall have furnished the
                           Company with a detailed statement of the
                           circumstances surrounding the proposed disposition,
                           and
                  (ii)     If reasonably requested by the Company, such Holder
                           shall furnish the Company with an opinion of counsel,
                           reasonably satisfactory to the Company that such
                           disposition shall not require registration of such
                           shares under the Securities Act. It is agreed,
                           however, that no such opinion will be required for
                           Rule 144 or Rule 144A transactions, except in unusual
                           circumstances.

         (c)      Notwithstanding the provisions of paragraphs (a) and (b)
                  above, no such registration statement or opinion of counsel
                  shall be necessary for a transfer by a Holder which is a
                  partnership, to a partner of such partnership or a retired
                  partner of such partnership who retires after the date hereof,
                  or to the estate of any such partner or retired partner or the
                  transfer by gift, will, or intestate succession of any partner
                  to his spouse or siblings, lineal descendants or ancestors of
                  such partner or spouse, provided that such transferee agrees
                  in writing to be subject to all of the terms hereof to the
                  same extent as if he were an original Holder hereunder.

4. Requested Registration.

         (a)      If the Company shall receive from Initiating Holders a written
                  request that the Company effect any registration with respect
                  to all or at least 51% of the outstanding Registrable
                  Securities, the Company shall:

                  (i)      promptly give written notice of the proposed
                           registration to all other Holders; and
                  (ii)     as soon as practicable use its best efforts to
                           register (including, without limitation, the
                           execution of an undertaking to file post-effective
                           amendments and any other governmental requirements)
                           all Registrable Securities that the Holders request
                           to be registered within thirty (30) days after
                           receipt of such written notice from the Company;
                           provided that the Company shall not be obligated to
                           file a registration statement pursuant to this
                           Section 4:

                           (A)      prior to 120 days after the closing of the
                                    Private Placement;
                           (B)      in any particular state in which the Company
                                    would be required to execute a general
                                    consent to service of process in effecting
                                    such registration; or
                           (C)      after the Company has effected one such
                                    registration pursuant to this Section 4 and
                                    such registration has been declared or
                                    ordered effective.

         Subject to the foregoing clauses (A) through (C), the Company shall
         file a registration statement covering the Registrable Securities so
         requested to be registered as soon as practical, but in any event

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<PAGE>

         within ninety (90) days after receipt of the request or requests of the
         Initiating Holders and shall use reasonable best efforts to have such
         registration statement promptly declared effective by the Commission
         whether or not all Registrable Securities requested to be registered
         can be included; provided, however, that if the Company shall furnish
         to such Holders a certificate signed by the President of the Company
         stating that in the good faith judgment of the Board of Directors it
         would be seriously detrimental to the Company and its shareholders for
         such registration statement to be filed within such ninety (90) days
         period and it is therefore essential to defer the filing of such
         registration statement, the Company shall have an additional period of
         not more than ninety (90) days after the expiration of the initial
         ninety-day (90-day) period within which to file such registration
         statement; provided, that during such time the Company may not file a
         registration statement for securities to be issued and sold for its own
         account.

         (b)      If the Initiating Holders intend to distribute the Registrable
                  Securities covered by their request by means of an
                  underwriting, they shall so advise the Company as a part of
                  their request. In such event or if any underwriting is
                  required by subsection 4(c), the Company shall include such
                  information in the written notice referred to in subsection
                  4(a)(i). In either such event, if so requested in writing by
                  the Company, the Initiating Holders shall negotiate with an
                  underwriter selected by the Company with regard to the
                  underwriting of such requested registration; provided,
                  however, that if a majority in interest of the Initiating
                  Holders have not agreed with such underwriter as to the terms
                  and conditions of such underwriting within twenty (20) days
                  following commencement of such negotiations, a majority in
                  interest of the Initiating Holders may select an underwriter
                  of their choice. The right of any Holder to registration
                  pursuant to Section 4 shall be conditioned upon such Holder's
                  participation in such underwriting and the inclusion of such
                  Holder's Registrable Securities in the underwriting (unless
                  otherwise mutually agreed by a majority in interest of the
                  Initiating Holders and such Holder) to the extent provided
                  herein. The Company shall (together with all Holders proposing
                  to distribute their securities through such underwriting)
                  enter into an underwriting agreement in customary form with
                  the underwriter or underwriters selected for such
                  underwriting. Notwithstanding any other provisions of this
                  Section 4, if the managing underwriter advises the Initiating
                  Holders in writing that marketing factors require a limitation
                  of the number of shares to be underwritten, the Company shall
                  so advise all Holders, and the number of shares of Registrable
                  Securities that may be included in the registration and
                  underwriting shall be allocated among Holders thereof in
                  proportion, as nearly as practicable, to the respective
                  amounts of Registrable Securities held by such Holders;
                  provided, however, that securities to be included in such
                  registration statement to be offered by the Company, its
                  officers and employees shall be excluded from the registration
                  statement prior to the exclusion of any Registrable Securities
                  held by the Holders. If any Holder disapproves of the terms of
                  the underwriting, he may elect to withdraw therefrom by
                  written notice to the Company, the managing underwriter and
                  the Initiating Holders. If, by the withdrawal of such
                  Registrable Securities, a greater number of Registrable
                  Securities held by other Holders may be included in such
                  registration (up to the limit imposed by the underwriters),
                  the Company shall offer to all holders who have included
                  Registrable Securities in the registration the right to

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<PAGE>

                  include additional Registrable Securities in the same
                  proportion used in determining the limitation as set forth
                  above. Any Registrable Securities which are excluded from the
                  underwriting by reason of the underwriter's marketing
                  limitation or withdrawn from such underwriting shall be
                  withdrawn from such registration.

5. Expenses of Registration. In addition to the fees and expenses contemplated
by Section 6 hereof, all expenses incurred in connection with registration
pursuant to Section 4 hereof, including without limitation all registration,
filing and qualification fees, printing expenses, fees and disbursements of
counsel for the Company, and expenses of any special audits of the Company's
financial statements incidental to or required by such registration, shall be
borne by the Company, except that the Company shall not be required to pay
underwriters' fees, discounts or commissions relating to Registrable Securities
or fees of separate legal counsel of Holders.

6. Registration Procedures. In the case of registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder participating
therein advised in writing as to the initiation of each registration and as to
the completion thereof. At its expense the Company will:

         (a)      keep such registration pursuant to Section 4 continuously
                  effective for a period of one hundred twenty (120) days or
                  such reasonable period necessary to permit the Holder or
                  Holders to complete the distribution described in registration
                  statement relating thereto, or until the expiration of one
                  year from the date the shares were issued, whichever first
                  occurs;

         (b)      promptly prepare and file with the Commission such amendments
                  and supplements to such registration statement and the
                  prospectus used in connection therewith as may be necessary to
                  comply with the provisions of the Securities Act, and to keep
                  such registration statement effective for that period of time
                  specified in Section 6(a) above;

         (c)      furnish such number of prospectuses and other documents
                  incident thereto as a Holder from time to time may reasonably
                  request;

         (d)      use reasonable best efforts to obtain the withdrawal of any
                  order suspending the effectiveness of a registration
                  statement, or the lifting of any suspension of the
                  qualification of any of the Registrable Securities for sale in
                  any jurisdiction, at the earliest practicable date;

         (e)      subject to Section 4(a)(ii)(B), register or qualify such
                  Registrable Securities for offer and sale under the securities
                  or blue sky laws of such jurisdictions as a Holder or
                  underwriter shall reasonably request in writing to the
                  Company, and keep such registration or qualification effective
                  during the period set forth in Section 6(a) above;

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<PAGE>

         (f)      enter into such customer agreements (including underwriting
                  agreements in customary form) and take all such other actions
                  as the holders of a majority of the Registrable Securities
                  being sold or the underwriters, if any, reasonably, request in
                  order to expedite or facilitate the disposition of such
                  Registrable Securities);

         (g)      make available for inspection by any seller of Registrable
                  Securities, any underwriter participating in any disposition
                  pursuant to such registration statement, and any attorney,
                  accountant or other agent retained by any such seller or
                  underwriter, all financial and other records, pertinent
                  corporate documents and properties of the Company, and cause
                  the Company's officers, directors, employees and independent
                  accountants to supply all information reasonably requested by
                  any such seller, underwriter, attorney, accountant or agent in
                  connection with such registration statement; and

         (h)      if the offering is underwritten, at the request of any Holder
                  of Registrable Securities to furnish on the date that
                  Registrable Securities are delivered to the underwriters for
                  sale pursuant to such registration: (i) an opinion dated as of
                  such date of counsel representing the Company for the purposes
                  of such registration, addressed to the underwriters and to
                  such Holder, stating that such registration statement has
                  become effective under the Securities Act and that (A) to the
                  best knowledge of such counsel, no stop order suspending the
                  effectiveness thereof has been issued and no proceedings for
                  that purpose have been instituted or are pending or
                  contemplated under the Securities Act, (B), the registration
                  statement, the related prospectus and each amendment or
                  supplement thereof comply as to form in all material respects
                  with the requirements of the Securities Act (except that such
                  counsel need not express any opinion as to financial
                  statements or other financial data contained therein) and (C)
                  to such other effects as reasonably may be requested by
                  counsel for the underwriters or by such Holder or its counsel
                  and (ii) a letter dated such date from the independent public
                  accountants retained by the Company, addressed to the
                  underwriters and to such seller, stating that they are
                  independent public accountants within the meaning of the
                  Securities Act and that, in the opinion of such accountants,
                  the financial statements of the Company included in the
                  registration statement or the prospectus, or any amendment or
                  supplement thereof, comply as to form in all material respects
                  with the applicable accounting requirements of the Securities
                  Act, and such letter shall additionally cover such other
                  financial matters (including information as to the period
                  ending no more than five business days prior to the date of
                  such letter) with respect to such registration as such
                  underwriters reasonably may request; and

         (i)      notify each Holder, at any time a prospectus covered by such
                  registration statement is required to be delivered under the
                  Securities Act, of the happening of any event of which it has
                  knowledge as a result of which the prospectus included in such
                  registration statement, as then in effect, includes an untrue
                  statement of a material fact or omits 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; and

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<PAGE>

7.       Indemnification.

         (a)      In the event of a registration of any of the Registrable
                  Securities under the Securities Act pursuant to Section 4, the
                  Company will indemnify and hold harmless each Holder of such
                  Registrable Securities thereunder, each underwriter of such
                  Registrable Securities thereunder and each other person, if
                  any, who controls such Holder or underwriter within the
                  meaning of the Securities Act, against any losses, claims,
                  damages or liabilities, joint or several, to which such
                  Holder, underwriter or controlling person may become subject
                  under the Securities Act or otherwise, insofar as such losses,
                  claims, damages or liabilities (or actions in respect thereof)
                  arise out of or are based upon any untrue statement or alleged
                  untrue statement of any material fact contained in any
                  registration under the Securities Act, any preliminary
                  prospectus or final prospectus contained therein, or any
                  amendment or supplement thereof, or arise out of or are based
                  upon the omission or alleged omission to state therein a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, or any violating
                  by the Company of any rule or regulation promulgated under the
                  Securities Act or any state securities law applicable to the
                  Company and relating to action or inaction required of the
                  Company in connection with any such registration, and will
                  reimburse each such Holder, each of its officers, directors
                  and partners, and each person controlling such Holder, each
                  such underwriter and each person who controls any such
                  underwriter, for the reasonable legal and any other reasonable
                  expenses incurred in connection with investigating, defending
                  or settling any such claim, loss, damage, liability or action,
                  provided that the Company will not be liable in any such case
                  to the extent that any such claim, loss, damage or liability
                  arises out of or is based on any untrue statement or omission
                  based upon written information furnished to the Company by an
                  instrument duly executed by such Holder or underwriter
                  specifically for use therein.

         (b)      Each Holder will, if Registrable Securities held by or
                  issuable to such Holder are included in the securities as to
                  which such registration is being effected, indemnify and hold
                  harmless the Company, each of its directors and officers, each
                  underwriter, if any, of the Company's each of its directors
                  and officers, each underwriter, if any, of the Company's
                  securities covered by such a registration statement, each
                  person who controls the Company and each underwriter within
                  the meaning of the Securities Act, and each other such Holder,
                  each of its officers, directors and partners and each person
                  controlling such Holder, against all claims, losses, expenses,
                  damages and liabilities (or actions in respect thereof)
                  arising out of or based on any untrue statement (or alleged
                  untrue statement) of a material fact contained in any such
                  registration statement, prospectus, offering circular or other
                  documents, 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, and
                  will reimburse the Company, such Holders, such directors,
                  officers, partners, persons or underwriters for any reasonable
                  legal or any other expenses incurred in connection with
                  investigating, defending or settling any such claim, loss,
                  damage, liability or action, in each case to the extent, but
                  only to the extent, that such untrue statement (or alleged

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<PAGE>

                  untrue statement) or omission (or allege omission) is made in
                  such registration statement, prospectus, offering, circular or
                  other document in reliance upon and in conformity with written
                  information furnished to the Company by an instrument duly
                  executed by such Holder specifically for use therein;
                  provided, however, the total amount for which any Holder, its
                  officers, directors and partners, and any person controlling
                  such Holder, shall be liable under this Section 7(b) shall not
                  in any event exceed the aggregate proceeds received by such
                  Holder from the sale of Registrable Securities sold by such
                  Holder in such registration.

         (c)      Each party entitled to indemnification under this Section 7
                  (the "Indemnified Party") shall give notice to the party
                  required to provide indemnification (the "Indemnifying Party")
                  promptly after such Indemnified Party has actual knowledge of
                  any claims 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, provided
                  that counsel for the Indemnifying Party, who shall conduct the
                  defense of such claim or litigation, shall be approved by the
                  Indemnified Party (whose approval shall not be unreasonably
                  withheld), and 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 hereunder, unless such failure resulted in actual
                  detriment to the Indemnifying Party. 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 into 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 of such claim or litigation.

         (d)      Notwithstanding the foregoing, to the extent that the
                  provisions on indemnification contained in the underwriting
                  agreements entered into among the selling Holders, if any, the
                  Company and the underwriters in connection with the
                  underwritten public offering are in conflict with the
                  foregoing provisions, the provisions in the underwriting
                  agreement shall be controlling as to the Registrable
                  Securities included in the public offering; provided, however,
                  that if, as a result of this Section 7(d), any Holder, its
                  officers, directors, and partners and any person controlling
                  such Holder is held liable for an amount which exceeds the
                  aggregate proceeds received by such Holder from the sale of
                  Registrable Securities included in a registration, as provided
                  in Section 7(b) above, pursuant to such underwriting agreement
                  (the "Excess Liability"), the Company shall reimburse any such
                  Holder for such Excess Liability.

         (e)      If the indemnification provided for in this Section 7 is held
                  by a court of competent jurisdiction to be unavailable to an
                  indemnified party with respect to any loss, liability, claim,
                  damage or expense referred to therein, then the indemnifying
                  party, in lieu of indemnifying such indemnified party
                  thereunder, shall contribute to the amount paid or payable by
                  such indemnified party as a result of such loss, liability,
                  claim, damage or expense 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 hand in
                  connection with the statements or omissions which resulted in
                  such loss, liability, claim, damage or expense as well as any
                  other relevant equitable considerations. The relevant fault of

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<PAGE>

                  the indemnifying party and 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 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. Notwithstanding the foregoing, the
                  amount any Holder shall be obligated to contribute pursuant to
                  this Section 7(e) shall be limited to an amount equal to the
                  proceeds to such Holder of the Restricted Securities sold
                  pursuant to the registration statement which gives rise to
                  such obligation to contribute (less the aggregate amount of
                  any damages which the Holder has otherwise been required to
                  pay in respect of such loss, claim, damage, liability or
                  action or any substantially similar loss, claim, damage,
                  liability or action arising from the sale of such Restricted
                  Securities). (f) Survival of Indemnity. The indemnification
                  provided by this Section 7 shall be a continuing right to
                  indemnification and shall survive the registration and sale of
                  any securities by any Person entitled to indemnification
                  hereunder and the expiration or termination of this Agreement.

8. Lock Up Agreement. In consideration for the Company agreeing to is
obligations under this Agreement, each Holder agrees in connection with any
registration of the Company's securities (whether or not such Holder is
participating in such registration) upon the request of the Company and the
underwriters managing any underwritten offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Securities (other than those included in
the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as the Company and the
underwriters may specify, so long as all Holders or stockholders holding more
than one percent (1%) of the outstanding common stock and all officers and
directors of the Company are bound by a comparable obligation provided, however,
that nothing herein shall prevent any Holder that is a partnership or
corporation from making a distribution of Registrable Securities to the partners
or shareholders thereof that is otherwise in compliance with applicable
securities laws, so long as such distributees agree to be so bound.

9. Information by Holder. The Holder or Holders of Registrable Securities
included in any registration shall promptly furnish to the Company such
information regarding such Holder or Holders and the distribution proposed by
such Holders or Holders as the Company may request in writing and as shall be
required in connection with any registration referred to herein.

10. Rule 144 and 144A Reporting. With a view to making available to Holders of
Registrable Securities the benefits of certain rules and regulations of the SEC
which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to:

         (a)      make and keep public information available, as those terms are
                  understood and defined in Rule 144 and Rule 144A;

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<PAGE>

         (b)      use its best efforts to file with the Commission in a timely
                  manner all reports and other documents required of the Company
                  under the Securities Act and the Exchange Act.

11. Subsequent Registration Rights. From and after the date this registration
right is granted, the Company may, in its discretion, enter into any agreement
with any holder or prospective holder of any securities of the Company which
should allow such holder or prospective holder to include such securities in any
registration filed under Section 4 hereof.

12. Termination of Rights.

         (a)      The rights of any particular Holder to cause the Company to
                  register securities under Section 4 shall terminate with
                  respect to such Holder at such time as such Holder is able to
                  dispose of all of his Registrable Securities in one
                  three-month period pursuant to the provisions of Rule 144.

         (b)      Notwithstanding the provisions of paragraph (a) of this
                  Section 12, all rights of any particular Holder under this
                  Agreement, other than rights under Section 7, shall terminate
                  at 5:00 P.M. Eastern time on the date one (1) year after the
                  closing date of the Private Offering.

13. Representations and Warranties of the Company.

         The Company represents and warrants to the Holder as follows:

         (a)      The execution, delivery and performance of this Agreement by
                  the Company have been duly authorized by all requisite
                  corporate action and will not violate any provision of law,
                  any order of any court or other agency of government, the
                  Articles of Organization or Bylaws of the Company or any
                  agreement or conflict with, result in a breach of or
                  constitute (with due notice or lapse of time or both) a
                  default under any such indenture, agreement or other
                  instrument or results in the creation or imposition of any
                  lien, charge or encumbrance of any nature whatsoever upon any
                  of the properties or assets of the Company.

         (b)      This Agreement has been duly executed and delivered by the
                  Company and constitutes the legal, valid and binding
                  obligation of the Company, enforceable in accordance with its
                  terms, subject to (i) applicable bankruptcy, insolvency,
                  reorganization, fraudulent conveyance and moratorium laws and
                  other laws of general application affecting enforcement of
                  creditors' rights generally and (ii) the availability of
                  equitable remedies as such remedies may be limited by
                  equitable principles of general applicability (regardless of
                  whether enforcement is sought in a proceeding in equity or at
                  law).

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<PAGE>

14. Miscellaneous.

         (a)      Amendments. This Agreement may be amended only by a writing
                  signed by the Holders of at least fifty-one percent (51%) of
                  the Registrable Securities, as constituted from time to time.
                  The Holders hereby consent to future amendments to this
                  Agreement that permit future investors, other than employees,
                  officers or directors of the Company, to be made parties
                  hereto and to become Holders of Registrable Securities;
                  provided, however, that no such future amendment may
                  materially impair the rights of the Holders hereunder without
                  obtaining the requisite consent of the Holders, as set forth
                  above. For purposes of this Section, Registrable Securities
                  held by the Company or beneficially owned by any officer or
                  employee of the Company shall be disregarded and deemed not to
                  be outstanding.

         (b)      Counterparts. This Agreement may be executed in any number of
                  counter parts, all of which shall constitute a single
                  instrument.

         (c)      Notices, Etc. All notices and other communications required or
                  permitted hereunder shall be in writing and may be sent
                  initially by facsimile transmission and shall be mailed by
                  registered or certified mail, postage prepaid, or otherwise
                  delivered by hand or by messenger, addressed (a) if to a
                  Holder, at such Holder's address set forth on the books of the
                  Company, or at such other address as such Holder shall be
                  furnished to the Company in writing, or (b) if to any other
                  holder of any Registrable Securities, at such address as such
                  holder shall have furnished the Company in writing, or, until
                  any such holder so furnished an address to the Company, then
                  to and at the address of the last holder of such securities
                  who has so furnished an address to the Company, or (c) if to
                  the Company, one copy should be sent to the Company's current
                  address, or at such other address as the Company shall have
                  furnished to the Holders. Each such notice or other
                  communication shall for all purposes of this Agreement be
                  treated as effective or having been given when delivered if
                  delivered personally, or, if sent by first class, postage
                  prepaid mail, at the earlier of its receipt or seventy-two
                  (72) hours after the same has been deposited in a regularly
                  maintained receptacle for the deposit of the United States
                  mail, addressed and mailed as aforesaid.

         (d)      Nonpublic Information. Any other provisions of this agreement
                  to the contrary notwithstanding, the Company's obligation to
                  file a registration statement, or cause such registration
                  statement to become and remain effective, shall be suspended
                  for a period not to exceed 45 days (and for periods not
                  exceeding, in the aggregate, 90 days during the term of this
                  Agreement) if there exists at the time material non-public
                  information relating to the Company which, in the reasonable
                  opinion of the Company, should not be disclosed.

         (e)      Severability. If any provision of this Agreement shall be held
                  to be illegal, invalid or unenforceable, such illegality,
                  invalidity or unenforceability shall attach only to such

                                       11
<PAGE>

                  provision and shall not in any manner affect or render
                  illegal, invalid or unenforceable any other provision of this
                  Agreement, and this Agreement shall be carried out as if any
                  such illegal, invalid or unenforceable provision were not
                  contained herein.

         (f)      Dilution. If, and as often as, there is any change in the
                  common stock by way of a stock split, stock dividend,
                  combination or reclassification, or through a merger,
                  consolidation, reorganization or recapitalization, or by any
                  means, appropriate adjustment shall be made in the provisions
                  hereof so that the rights and privileges granted hereby shall
                  continue with respect to the Common Governing Law. This
                  Agreement shall be governed by and construed under the laws of
                  the State of Utah without regard to principles of conflict of
                  law.

Dated as of the date first above written.

BMB Munai, Inc.



----------------------------
Adam R. Cook, Secretary



Aton Securities, Inc.


----------------------------
Michael Jordan, President

                                       12
<PAGE>

                                    Exhibit A

                NOTICE OF ELECTION TO REGISTER AND QUESTIONNAIRE


         The undersigned holder of shares of the common stock, par value $.001
per share (the "common stock" or the "Registrable Securities") of BMB Munai,
Inc. (the "Company") purchased in a private placement offering by the Company
understands that the Company has filed or intends to file with the Securities
and Exchange Commission a registration statement on Form SB-2 (the "Shelf
Registration Statement") for the registration and the resale under Rule 415 of
the Securities Act of 1933, as amended (the "Securities Act"), of the common
stock in accordance with the terms of the Registration Rights Agreement, dated
as of June 22, 2004 (the "Registration Rights Agreement") among the Company and
the placement agents of the Company on behalf of the undersigned on behalf of
the prospective purchasers of the private placement offering. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in
the Registration Rights Agreement.

         In order to sell or otherwise dispose of any common stock pursuant to
the Shelf Registration Statement, a holder of common stock generally will be
required to be named as a selling securityholder in the related prospectus or a
supplement thereto (as so supplemented, the "Prospectus"), deliver the
Prospectus to purchasers of common stock and be bound by the provisions of the
Registration Rights Agreement (including certain indemnification provisions, as
described below). Shareholders of Registrable Securities must complete and
deliver this Notice and Questionnaire in order to be named as selling Security
holders in the Prospectus. Shareholders of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire (1) will not be named
as selling securityholders in the Shelf Registration Statement or the Prospectus
and (2) may not use the Prospectus for resales of Registrable Securities.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the Prospectus. Holders
of Registrable Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not named as a selling
securityholder in the Shelf Registration Statement and the Prospectus.

                                     Notice

         The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby gives notice to the Company of its intention to sell or
otherwise dispose of common stock owned by it and listed below in Item (3),
unless otherwise specified in Item (3), pursuant to the Shelf Registration
Statement. The undersigned, by signing and returning this Notice and
Questionnaire, understands and agrees that it will be bound by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement.

         Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Company, the Company's directors and
the Company's officers who sign the Shelf Registration Statement and each
person, if any, who controls the Company within the meaning of either Section 15

<PAGE>

of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), from and against certain losses arising in
connection with certain statements concerning the undersigned made in the Shelf
Registration Statement or the related prospectus in reliance upon the
information provided in this Notice and Questionnaire.

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                  Questionnaire

1.11      (a)  Full Legal Name of Selling Securityholder:

               _________________________________________________________________

          (b)  Full Legal Name of Registered Holder (if not the same as (a)
               above) through which Registrable Securities listed in Item (3)
               below are held:

              _________________________________________________________________


2.   Address for Notices to Selling Securityholder:

     ___________________________________________________________________________

     Telephone:_________________________________________________________________

     Fax:_______________________________________________________________________

     Contact Person:____________________________________________________________


3.   Ownership of Registrable Securities:

          (a)  Type and amount of Registrable Securities owned:

               _________________________________________________________________

          (b)  Type and amount of Registrable Securities to be registered:

               _________________________________________________________________

                                       2
<PAGE>

4.   Ownership and Beneficial Ownership of Other Securities of the Company owned
     by the Selling Securityholder: Except as set forth below in this Item (4),
     the undersigned is not the beneficial or registered owner of any securities
     of the Company other than the Regstrable Securities listed above in Item
     (3).

     Type and Amount of Other Securities owned or beneficially owned:

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

5.   Relationship with the Company:
     Except as set forth below, neither the undersigned nor any of its
     affiliates, officers, directors or principal equity holders (5% or more)
     has held any position or office or has had any other material relationship
     with the Company (or its predecessors or affiliates) during the past three
     years.

     State any exceptions here:

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

6.   Plan of Distribution:
     Except as set forth below, the undersigned (including its donees or
     pledgees) intends to distribute the common stock listed above in Item (3)
     pursuant to the Shelf Registration Statement only as follows (if at all):
     Such common stock may be sold directly to purchasers or through
     underwriters, broker-dealers or agents, who may receive compensation in the
     form of discounts, concessions or commissions from the Selling
     Securityholder or the purchaser. These discounts, concessions or
     commissions as to any particular underwriter, broker-dealer or agent may be
     in excess of those customary in the types of transactions involved. The
     common stock may be sold in one or more transactions at fixed prices,

                                       3
<PAGE>

     prevailing market prices at the time of sale, prices related to the
     prevailing market prices, varying prices determined at the time of sale, or
     negotiated prices. These sales may be effected in transactions on any
     quotation service on which common stock may be listed or quoted at the time
     of sale, including the in the over-the-counter market, otherwise than on an
     exchange or services or in the over-the-counter market, or through the
     settlement of short sales. These transactions may include block
     transactions or crosses. Crosses are transactions in which the same broker
     acts as agent on both sides of the trade. In connection with the sale of
     common stock or otherwise, the Selling Securityholders
      may enter into hedging transactions with broker-dealers or other financial
     institutions. These broker-dealers or financial institutions may in turn
     engage in short sales of the common stock in the course of hedging the
     positions they assume with Selling Securityholders. The Selling
     Securityholders may also sell common stock short and deliver common stock
     to close out such short positions, or loan or pledge common stock to
     broker-dealers that in turn may sell these securities.

     State any exceptions here:

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

     Note: In no event will such method(s) of distribution take the form of an
     underwritten offering of the Registrable Securities without the prior
     agreement of the Company.

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules thereunder relating to
stock manipulation, particularly Regulation M thereunder (or any successor rules
or regulations), in connection with any offering of common stock pursuant to the
Shelf Registration Statement. The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such
provisions.

     The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein. Pursuant to the Registration Rights Agreement, the Company
has agreed under certain circumstances to indemnify the Selling Securityholder
against certain liabilities.

     In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing, by hand
delivery, first-class mail or air courier guaranteeing overnight delivery at the
address set forth below. In the absence of any such notification, the Company
shall be entitled to continue to rely on the accuracy of the information in this
Notice and Questionnaire.

                                       4
<PAGE>

     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
Prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation, amendment or
supplementation of the Shelf Registration Statement and the Prospectus.

     The terms of this Notice and Questionnaire, and the representations and
warranties contained herein, shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective successors, heirs, personal
representatives, and assigns of the Company and the Selling Securityholder with
respect to the common stock owned by the Selling Securityholder and listed in
Item (3) above. This agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Nevada applicable to contracts made
in the State of Nevada.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


Date: ___________________________        _______________________________________
                                         Selling Securityholder (Print or type
                                         full legal name of holder of
                                         Registrable Securities)

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

Company's U.S. address:
BMB Munai, Inc.
324 South 400 West, Suite 250
Salt Lake City, Utah 84101
Attn: Adam Cook

with a copy to:

Company counsel
Poulton & Yordan
324 South 400 West, Suite 250
Salt Lake City, Utah 84101
Attn: Richard Ludlow, Esq.

                                       5