AGENCY AGREEMENT

THIS AGREEMENT dated for reference November 26 2003, is made

BETWEEN:

                           InterUnion Financial Corporation, (to be renamed "BMB
                           Munai, Inc" on or about November 30 , 2003)
                           245 East 93rd Street,
                           Suite 22E, New York, NY 10128.

                                                                 (the "Issuer");

                                       AND

                           Credifinance Securities Limited, 41A Avenue Road,
                           Toronto, Ontario M5R 2G3

                                                                   (the "Agent")

WHEREAS:

A. BMB Holding,  Inc. ("BMB") has completed the reverse  take-over of InterUnion
Financial  Corporation  ("IUFC")  pursuant  to a plan and  agreement  to  merger
("Merger  Agreement")  between BMB and IUFC dated November 26, 2003  ("Merger").
Upon  completion of the Merger,  IUFC will be renamed as "BMB Munai,  Inc." (the
"Issuer").

B. The Issuer  acknowledges the financial  advisory  services  provided by Agent
relating to the Merger. Such services included, without limitation, the analysis
and  structuring  of the  Merger  and the  preparation  of the Issuer for future
financing. In consideration for such services, the Issuer paid a fee of $150,000
to the Agent on closing of the Merger as  outlined in the Merger  Agreement  and
granted to the Agent upon the signing of the Merger  Agreement  (i) an option to
purchase 2,000,000  (pre-consolidation)  common shares of the Issuer exercisable
at $0.10 per (pre-consolidation)  common share expiring 5 years from the date of
closing   of  the   Merger,   and   (ii)  an   option   to   purchase   $500,000
(pre-consolidation)  common  shares  of the  Company  exercisable  at $0.35  per
(pre-consolidation)  common share  expiring 5 years from the date of closing the
Merger (i.e. 1,428,571 shares).

C. The Issuer wishes to privately  place with  purchasers up to  $10,000,000  in
Shares  (hereinafter  defined) on a best efforts  agency basis,  without  giving
effect to any proceeds  raised under the exercise of the  Over-Allotment  Option
(hereinafter defined) (the "Offering");


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<PAGE>

D. The  Issuer  wishes to  appoint  the  Agent to  distribute  the  Shares on an
exclusive  basis,  and the Agent is willing to accept  such  appointment  on the
terms and conditions of this Agreement;

E. It is hereby agreed and understood that the Agent shall act as agent only and
shall not at any time be  obligated  to purchase or arrange for the  purchase of
any Shares but may subscribe for and purchase Shares if it so chooses.

THE PARTIES to this Agreement therefore agree:

1. DEFINITIONS

In this Agreement and the Recitals hereto:

         (a)  "Agent's Fee" has the meaning defined in section 4.1;

         (b)  "Agent's  Warrants"  means  the  share  purchase  warrants  of the
              Issuer,  form of which is set forth in "Schedule B", which will be
              issued  to the Agent and  which  have the terms  provided  in this
              Agreement and the  certificates  representing  such share purchase
              warrants;

         (c)  "Agent's  Warrant  Shares" means the  previously  unissued  common
              shares in the capital of the  Issuer,  as  presently  constituted,
              which will be issued upon the exercise of the Agent's Warrants;

         (d)  "Applicable  Legislation"  means  collectively  (i) the applicable
              securities laws of the Selling  Jurisdictions  and the regulations
              rules,  rulings  and  orders  made  thereunder,  and (ii) the U.S.
              Securities  Act together with the  regulations  and rules made and
              promulgated  thereunder and all administrative  policy statements,
              blanket  orders and  rulings,  notices,  and other  administrative
              directions issued by the Regulatory Authorities;

         (e)  "Audited   Financial   Statements"  has  the  meaning  defined  in
              subsection 12.1(l);

         (f)  "Claims" has the meaning defined in section 16;

         (g)  "Closing"  means a day or  days  when  Shares  are  issued  to the
              Purchasers;

         (h)  "Commission"  means the  United  States  Securities  and  Exchange
              Commission;

         (i)  "Emir Oil" means Emir Oil, LLC,  registered in Kazakhstan with the
              Almaty Justice Department on March 20, 2002;

         (j)  "Exemptions"   means  the   statutory   exemptions   whereby   the
              distribution  of  the  Securities  may  be  effected  without  the
              requirement  of  compliance  with the  registration  or prospectus
              requirements of the Applicable Legislation and where the placement
              takes place in accordance with Regulation S or another  applicable
              exemption from registration under the U.S. Securities Act;

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<PAGE>

         (k)  "Interim   Financial   Statements"  has  the  meaning  defined  in
              subsection 12.1(m);

         (l)  "Letter Agreement" means the letter of engagement dated August 26,
              2003 between BMB and the Agent;

         (m)  "Material  Change"  has  the  meaning  defined  in the  Applicable
              Legislation;

         (n)  "Material   Fact"  has  the  meaning  defined  in  the  Applicable
              Legislation;

         (o)  "NASD" means the National Association of Securities Dealers;

         (p)  "NASD Policies" means the rules and policies of the NASD;

         (q)  "Offering" as the meaning set forth in the recitals hereof;

         (r)  "Over-Allotment  Option"  has the meaning set forth in section 4.9
              hereof;

         (s)  "Private  Placement"  means the offering of the  Securities on the
              terms and conditions of this Agreement;

         (t)  "Public Record" means all documents filed by the Issuer with
                  the  Commission   pursuant  to  the   prospectus,   continuous
                  disclosure  and  proxy   solicitation   requirements   of  the
                  Applicable Legislation, including without limitation all press
                  releases,    material   change   reports,    annual   reports,
                  prospectuses and financial statements;

         (u)  "Purchasers"  means  the  purchasers  of  Shares  pursuant  to the
              Private Placement;

         (v)  "Regulation  M" means  Regulation  M  promulgated  under  the U.S.
              Securities Act;

         (w)  "Regulation  S" means  Regulation  S  promulgated  under  the U.S.
              Securities Act;

         (x)  "Regulatory Authorities" means the Commission and the NASD;

         (y)  "Rules" means the rules made under the Applicable Legislation;

         (z)  "SEC" means the United States Securities and Exchange
                  Commission;

         (aa) "Securities"  means  the  Shares,  the  Agent's  Warrants  and the
              Agent's Warrant Shares;

         (bb) "Selling  Jurisdictions" means the Province of Ontario and certain
              offshore jurisdictions outside of Canada and the United States;

         (cc) "Shares" means the Shares (post-consolidation) of the Issuer to be
              offered by the Issuer pursuant to this Agreement  having the terms
              provided in this Agreement;

         (dd) "Subscription  Agreement" means a subscription  agreement executed
              by Purchaser in respect of the Shares;

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<PAGE>

         (ee) "Subsidiaries"  means Emir Oil and InterUnion  Merchant Group Inc.
              (BVI);

         (ff) "U.S.  Exchange Act" means the United States  Securities  Exchange
              Act of 1934, as amended;

         (gg) "U.S. Person" has the meaning defined in Regulation S;

         (hh) "U.S.  Securities  Act" means the United States  Securities Act of
              1933, as amended; and

         (ii) "United States" has the meaning defined in Regulation S.

2.  APPOINTMENT OF AGENT

2.1      The  Issuer  appoints  the Agent as its  exclusive  agent and the Agent
         accepts the appointment and agrees to act as the exclusive agent of the
         Issuer to use its commercially reasonable efforts to find and introduce
         to the  Issuer  Purchasers  to  purchase  up to  $10,000,000  in Shares
         (without giving effect to any proceeds raised under the exercise of the
         Over-Allotment  Option (as hereinafter  defined)),  at a varying prices
         per Share, by way of Private Placement under the Exemptions.

2.2      The  Offering  will be marketed on a best  efforts  basis to  qualified
         investors in those  jurisdictions where the Shares may be legally sold,
         as determined by the Agent and the Issuer.

3.  THE SHARES

3.1      The Shares will be issued and registered in the names of the Purchasers
         or their nominees.

4.  AGENT'S FEE

4.1      In consideration of the services performed by the Agent under this
         Agreement,  the Issuer agrees to pay to the Agent on each Closing,
         an Agent's Fee consisting of:

         (a)  a  cash  payment  equal  to  8.5%  (2.5%  if  Section   4.1(c)  is
              applicable) of the gross proceeds  received by the Issuer from the
              sale of the Shares on such Closing,  payable by certified  cheque,
              in lawful money of the United States;

         (b)  that  number  of  Agent's  Warrants  which  is equal to 10% of the
              number of Shares sold on such Closing; and

         (c)  it is recognized that the Issuer has a list of investors disclosed
              in Schedule "A" to this  Agreement  that have been referred to the
              Agent by the Issuer and on such subscriptions, the Issuer will pay
              the  Agent a cash  payment  equal  to 2.5% of the  gross  proceeds
              received by the Issuer.

4.2      In the event that the Issuer completes the sale of additional equity or
         debt  securities to any person who either (i) subscribed in the Private
         Placement or (ii) was introduced to the Issuer by the Agent but did not
         subscribe  in the  initial  Private  Placement,  from  the date of this

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<PAGE>

         agreement  until  the  18th  month  anniversary  of the  date  of  this
         agreement,  the Issuer shall pay the Agent an agent's fee in accordance
         with Section 4.1 above.

4.3      Each Agent's Warrant will entitle the holder, on exercise,  to purchase
         one Agent's Warrant Share at an exercise price that is identical to the
         price per share for the  Shares  offered  hereunder  for a period of 18
         months from Closing.

4.4      The Agent's  Warrants will be  non-transferable  except as permitted by
         the  Applicable  Legislation  and any order  granted by the  Regulatory
         Authorities.

4.5      The  certificates  representing  the Agent's Warrants will, among other
         things, include provisions for the appropriate adjustment in the class,
         number and price of the Agent's  Warrant Shares issued upon exercise of
         the Agent's  Warrants upon the occurrence of certain events,  including
         any  subdivision,  consolidation  or  reclassification  of the Issuer's
         common shares,  the payment of stock dividends and the  amalgamation of
         the Issuer.

4.6      The issue of the  Agent's  Warrants  will not  restrict  or prevent the
         Issuer from obtaining any other financing,  or from issuing  additional
         securities  or  rights,  during  the period  within  which the  Agent's
         Warrants may be exercised.

4.7      The Agent's  Warrants may be exercised in whole or in part from time to
         time by the Agent  subject to the  requirements,  if any, of Applicable
         Legislation.

4.8      Notwithstanding  anything to the contrary herein,  no commissions shall
         be due or payable to the Agent for  investments in Shares that are made
         by the current stockholders or employees of BMB or its affiliates.

4.9      The  Agent  shall  have  the  option  (the  "Over-Allotment   Option"),
         exercisable  at its sole  discretion,  to subscribe  for an  additional
         number of Shares  equal to 10% of the original  offering  size to cover
         over-allotments. These additional Shares will be issued from treasury.

5.  OFFERING RESTRICTIONS

5.1      The Agent will only sell the Shares to persons who represent themselves
         as being:

         (a)  resident in the Province of Ontario or a resident in jurisdictions
              outside  of Canada  and the  United  States  where the  Shares may
              lawfully  be  offered  for sale  provided  that the  Issuer is not
              required to file a  prospectus  or  disclosure  document or become
              subject to continuing obligations in such other jurisdictions,  in
              each case in accordance with the provisions of this Agreement;

         (b)  not a U.S. Person;

         (c)  persons purchasing as principal; and

         (d)  qualified to purchase the Shares under the Exemptions.

5.2      The Shares will only be sold to Purchasers  who were outside the United
         States at the time such person placed the order to purchase  Shares and
         at the time of execution and delivery of the Subscription Agreement.

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<PAGE>

5.3      No offers to sell the Securities will made by a person to the Purchaser
         while the Purchaser was in the United States.

5.4      The  Shares  will not be  acquired,  directly  or  indirectly,  for the
         account or benefit of a U.S. Person or a person in the United States.

5.5      The Private Placement has not been and will not be advertised.

5.6      No  selling  or  promotional  expenses  will  be paid  or  incurred  in
         connection with the Private Placement, except for professional services
         or for services performed by a registered dealer.

5.7      Before each Closing,  the Issuer and the Agent will take all reasonable
         steps necessary to ensure compliance with the Exemptions.

5.8      The Agent will comply with all applicable laws of the  jurisdictions of
         which it assists  in  soliciting  or  procuring  subscriptions  for the
         Shares and will not assist in soliciting or procuring subscriptions for
         Shares so as to  require  the  registration  thereof or the filing of a
         prospectus with respect thereto under the laws of any jurisdiction.

5.9      None of the restrictions set forth in this Section 5 shall prohibit the
         Issuer  from  accepting   subscriptions  for  Shares  from  US  Persons
         directly.

6.  SUBSCRIPTIONS

6.1      The Agent will use its commercially  reasonable  efforts to obtain from
         each Purchaser  introduced by the Agent, and deliver to the Issuer,  on
         or before each Closing duly completed and signed  subscriptions  in the
         form attached as Schedule "A" or in such other form consented to by the
         Issuer and the Agent and executed by the Purchaser.

6.2      The Issuer will accept each properly completed  subscription  agreement
         tendered by the Agent, unless:

         (a)  the  subscriber  thereunder  would,  by virtue of the issue of the
              Shares  subscribed for,  become a "control  person" of the Issuer,
              with the meaning of the Applicable Legislation; or

         (b)  the Issuer's directors determine, acting reasonably, that it would
              not  be in the  best  interests  of  the  Issuer  to  accept  such
              subscription.

7.  FILINGS WITH THE REGULATORY AUTHORITIES

7.1      The Issuer will comply with all  requirements of the NASD for notice of
         the terms of this Agreement and the proposed Private  Placement and all
         other information required by the NASD Policies (the "Notice").

7.2      The Issuer will forthwith  provide the Agent and its legal counsel with
         a copy of the Notice, if any.

7.3      After the Closing,  the Issuer will file all required  documents  with,
         and pay all required filing fees of the NASD or the Commission,  as the
         case may be, and take all other  actions  required by the NASD Policies


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<PAGE>

         or by the Applicable  Legislation to fulfil all conditions upon listing
         imposed  by the  NASD,  or to  comply  with  the  Exemptions,  with all
         possible dispatch.

7.4      The Issuer  and the Agent  will agree on the text of any press  release
         issued by the Issuer in connection with the Offering.

7.5      Should  the  Issuer  be in a  position  to meet the  "foreign"  listing
         requirements  of the Toronto  Stock  Exchange  ("TSX"),  the Agent will
         prepare a  sponsorship  letter for the Issuer to be provided to the TSX
         should the Issuer undertake such a listing within 4 months of Closing.

8.  CLOSINGS

8.1      In this Section:

         (a)  "Certificates" means certificates representing the Shares sold and
              Agent's  Warrants  to be  issued,  on a  Closing  in the names and
              denominations reasonably requested by the Agent or the Purchasers,
              as the case may be; and

         (b)  "Proceeds"  means  the gross  proceeds  of the sale of Shares on a
              Closing:

         (i)  less the  balance  of the  portion  of the  Agent's  Fee  which is
              payable in cash;

         (ii) any  amount due to the Agent  pursuant  to the  provisions  of the
              Letter Agreement; and

         (iii)the  expenses  of  the  Agent  in  connection   with  the  Private
              Placement which have not been paid by the Issuer.

8.2      It is intended  that there will be an initial  Closing  once $3 million
         has been arranged by the Agent, any subsequent  amounts to be closed in
         tranches  thereafter.  The initial  Closing will take place on or about
         November  26th,  2003, or such other date as reasonably  agreed between
         the Issuer and the Agent.

8.3      The Issuer will, on each Closing, issue and deliver the Certificates to
         the  Agent,  or at the  Agent's  request,  to the  Purchasers,  against
         payment of the Proceeds.

8.4      If the Issuer has satisfied all of its material  obligations under this
         Agreement,  the Agent will,  on each  Closing,  pay the Proceeds to the
         Issuer against delivery of the Certificates.

8.5      The Issuer will endorse the Certificates with the following legend:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         UNITED  STATES  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY ONLY BE
         TRANSFERRED   IN  ACCORDANCE   WITH  THE  PROVISIONS  OF  REGULATION  S
         PROMULGATED  THEREUNDER,  OR PURSUANT TO REGISTRATION UNDER THE ACT, OR
         PURSUANT  TO  AN  AVAILABLE   EXEMPTION  FROM   REGISTRATION.   HEDGING
         TRANSACTIONS  INVOLVING THESE AND ANY UNDERLYING  SECURITIES MAY NOT BE
         CONDUCTED UNLESS IN COMPLIANCE WITH THAT ACT.

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<PAGE>


9.  CONDITIONS OF CLOSINGS

9.1      The  obligations of the Agent on the Closing will be  conditional  upon
         the following:

         (a)  the Issuer having taken all necessary  corporate action to be able
              to validly create,  issue and sell the Shares and Agent's Warrants
              to be issued at the Closing and, the Agent's  Warrant Shares to be
              issued pursuant to the Agent's Warrants;

         (b)  the Issuer having made all necessary filings, if any, and obtained
              all  necessary  approvals,  if any, in the Selling  Jurisdictions,
              required before such Closing in order to issue and sell the Shares
              to the  Purchasers  and to ensure that such issuance and sale will
              not be subject to the registration and prospectus  requirements of
              the Applicable Legislation;

         (c)  the Issuer's outstanding common shares being listed and posted for
              trading on the NASD Over The Counter Bulletin Board;

         (d)  the  Agent  being  satisfied,  in its  sole  discretion,  with the
              results of its  investigation  of the  business and affairs of the
              Issuer and BMB;

         (e)  the Issuer  having  delivered to the Agent and its  solicitors  at
              each Closing a favourable opinion of the Issuer's solicitors dated
              as of the date of the Closing,  as to all legal matters reasonably
              requested by the Agent relating to the incorporation of the Issuer
              and  its  business  and the  creation,  issuance  and  sale of the
              Securities, satisfactory in form and substance to the Agent;

         (f)  the Issuer  having  delivered to the Agent and its  solicitors  at
              each Closing such certificates of its officers and other documents
              relating to the Private  Placement or the affairs of the Issuer as
              the Agent or its solicitors may reasonably  request,  satisfactory
              in form and substance to the Agent;

         (g)  each  representation and warranty of the Issuer herein being true,
              and the  Issuer  having  performed  or  complied  with  all of its
              covenants, agreements and obligations hereunder;

         (h)  receipt of all required  regulatory  approval for or acceptance of
              the Private Placement;

         (i)  the removal or partial  revocation  of any cease  trading order or
              trading  suspension made by any competent  authority to the extent
              necessary to complete the Private Placement; and

         (j)  the  Agent  being  satisfied,  in its  sole  discretion,  that the
              transactions  contemplated  by  the  Merger  Agreement  have  been
              completed.

9.2      The  conditions  set out in Subsection  9.1 are for the sole benefit of
         the Agent and may be waived by the Agent in whole or in part.

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<PAGE>

10.  MATERIAL CHANGES

10.1     The Issuer agrees that if,  between the date of this  Agreement and any
         subsequent  Closing,  a Material Change, or a change in a Material Fact
         occurs, the Issuer will:

         (a)  as soon as practicable notify the Agent in writing,  setting forth
              the particulars of such change;

         (b)  as soon as practicable,  issue and file with applicable Regulatory
              Authorities a press release that is authorized by a senior officer
              disclosing the nature and substance of the change;

         (c)  as soon  as  practicable  file  with  the  Commission  any  report
              required by the applicable securities legislation and in any event
              no later than 10 days  after the date on which the change  occurs;
              and

         (d)  provide  copies  of that  press  release,  when  issued,  and that
              report, when filed, to the Agent and its solicitor.

10.2     If the  Issuer is  uncertain  as to  whether  there has been a Material
         Change,  or a change in a Material  Fact, it will promptly  provide the
         Agent  with  full   particulars   of  the  event  giving  rise  to  the
         uncertainty,  and will  consult with the Agent as to whether such event
         constitutes a Material Change, or a change in a Material Fact.

11.  TERMINATION

11.1     The Agent may terminate its obligations  under this Agreement by notice
         in  writing  to the Issuer at any time  before  the  Offering  is fully
         subscribed if:

         (a)  an adverse  Material  Change,  or an adverse  change in a Material
              Fact relating to any of the Securities,  occurs or is announced by
              the Issuer;

         (b)  there is an event,  accident,  governmental  law or  regulation or
              other occurrence of any nature which, in the opinion of the Agent,
              seriously affects or will seriously affect the financial  markets,
              or the  business of the Issuer or any of the its  Subsidiaries  or
              the  ability of the Agent to perform  its  obligations  under this
              Agreement, or a Purchaser's decision to purchase the Shares;

         (c)  following a  consideration  of the  history,  business,  products,
              property or affairs of the Issuer or its principals and promoters,
              or of the state of the financial markets in general,  or the state
              of the market for the Issuer's securities in particular, the Agent
              determines, in its sole discretion, that it is not in the interest
              of the Purchasers to complete the purchase and sale of the Shares;

         (d)  the Securities  cannot,  in the opinion of the Agent,  be marketed
              due to the state of the financial  markets,  or the market for the
              Shares in particular;

         (e)  an  enquiry  or  investigation  (whether  formal or  informal)  in
              relation to the Issuer,  or the  Issuer's  directors,  officers or
              promoters, is commenced or threatened by an officer or official of
              any competent authority;

         (f)  any order to cease,  halt or suspend  trading  (including an order
              prohibiting   communications  with  persons  in  order  to  obtain
              expressions   of  interest)  in  the   securities  of  the  Issuer


                                       9
<PAGE>

              prohibiting  or  restricting  the Private  Placement  is made by a
              competent regulatory authority and that order is still in effect;

         (g)  the Issuer is in breach of any material term of this Agreement; or

         (h)  the Agent determines that any of the representations or warranties
              made by the Issuer in this Agreement is false or has become false.

11.2     The Issuer's  obligations under sections 2, 12, 16 and 18 shall survive
         termination of this Agreement.

12.  WARRANTIES, REPRESENTATIONS AND COVENANTS

12.1     The Issuer  warrants and  represents  to and  covenants  with the Agent
that:

         (a)  the  Issuer  beneficially  owns  free and  clear  of any  security
              interest,  option,  encumbrance or adverse interest of any kind in
              70 per cent of the issued and  outstanding  share  capital of Emir
              Oil and wholly-owns InterUnion Merchant Group Inc. (BVI);

         (b)  the Issuer does not own any subsidiaries  other than those defined
              as Subsidiaries;

         (c)  the  Issuer  and  the   Subsidiaries   are  valid  and  subsisting
              corporations duly incorporated and in good standing under the laws
              of the jurisdiction in which they are  incorporated,  continued or
              merged;

         (d)  the Issuer and the  Subsidiaries  are duly registered and licenced
              to carry on business in the  jurisdictions  in which they carry on
              business  or own  property  where so  required by the laws of that
              jurisdiction  except  where  the  failure  to  be so  licensed  or
              qualified would not have a material adverse effect on the business
              of  the  Issuer  or  the  Subsidiaries,   as  applicable,  or  the
              operations of such entity;

         (e)  the Issuer and the Subsidiaries  each have the corporate power and
              capacity  to own  their  assets  and  to  carry  on  the  business
              presently carried on by them;

         (f)  the authorized  and issued  capital of the Issuer  consists of the
              number of common shares  disclosed in the Public Record and all of
              the  Shares  shown in the  Public  Record as issued are issued and
              outstanding  as  fully  paid  and  non-assessable  as at the  date
              hereof;

         (g)  the  Issuer  will  reserve or set aside  sufficient  shares in its
              treasury to issue the Shares,  and the Agent's  Warrant Shares and
              all such shares will be duly and validly  issued as fully paid and
              non-assessable;

         (h)  the minute books of the Issuer,  and the Subsidiaries  contain all
              records of the  proceedings of the meetings of the Issuer's or the
              Subsidiaries' directors,  shareholders and committees of directors
              since incorporation;

         (i)  the Issuer is the beneficial owner of the material  businesses and
              assets or the interests in the businesses  and assets  referred to
              in  the  Public  Record  as  being  owned  by  the  Issuer  or the


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<PAGE>

              Subsidiaries  and  all  agreements  by  which  the  Issuer  or the
              Subsidiaries  holds or may earn an interest in a business or asset
              are in good standing according to their terms;

         (j)  the Public Record,  taken as a whole,  is true and complete in all
              material  respects and each document included in the Public Record
              was prepared in accordance  with the  securities  legislation  and
              rules applicable thereto and was true and correct and contained no
              misrepresentation as at the date thereof;

         (k)  the  Issuer is a  reporting  issuer  under  Section 13 of the U.S.
              Exchange  Act  and is not in  default  of any of the  requirements
              thereof or the regulation and rules made thereunder;

         (l)  the Issuer's  outstanding common shares are eligible for quotation
              on the NASD Over The Counter Bulletin Board;

         (m)  the  audited  financial  statements  of the  Issuer for its fiscal
              years ended March 31, 2003 (the  "Audited  Financial  Statements")
              have been  prepared in  accordance  with United  States  generally
              accepted  accounting   principles,   and  accurately  reflect  the
              financial   position  and  all  material   liabilities   (accrued,
              absolute, contingent or otherwise) of the Issuer on a consolidated
              basis as at the date thereof;

         (n)  the  unaudited  financial  statements of the Issuer for the period
              ended September 30, 2003 (the "Interim Financial Statements") have
              been prepared in accordance with United States generally  accepted
              accounting   principles  and  accurately   reflect  the  financial
              position  and  all  material   liabilities   (accrued,   absolute,
              contingent or otherwise) of the Issuer as at the date thereof;

         (o)  there  have been no  adverse  material  changes  in the  financial
              position  of the Issuer  since the date of the  Audited  Financial
              Statements,  except as  recorded  in the books of the  Issuer  and
              fully and plainly disclosed in the Public Record;

         (p)  since the date of the Audited Financial Statements, there has been
              no  damage,  loss  or  other  change  of any  kind  whatsoever  in
              circumstances  materially  affecting the business or assets of the
              Issuer or the  Subsidiaries or the right or capacity of the Issuer
              or the Subsidiaries to carry on their business;

         (q)  all  of  the   material   transactions   of  the  Issuer  and  the
              Subsidiaries  have been promptly and properly recorded or filed in
              or with the Public Record or the books or records of the Issuer or
              the Subsidiaries;

         (r)  all of the material  contracts of the Issuer and the  Subsidiaries
              are described in the Public Record and are in good standing in all
              material  respects,   and  neither  the  Issuer  nor  any  of  the
              Subsidiaries is in default in any material  respect  thereof,  and
              the Issuer is not aware of any default in any material  respect by
              any other party to such contracts;

                                       11
<PAGE>

         (s)  the  Issuer  has   complied   and  will  comply   fully  with  the
              requirements of all applicable  corporate and securities laws, and
              all applicable  Delaware corporate  legislation in relation to the
              issue of the Shares,  and in all  matters  relating to the Private
              Placement;

         (t)  the issue and sale of the  Securities  by the Issuer  does not and
              will not  conflict  with,  and does not and will not  result  in a
              material  breach  of,  any  of  the  terms  of  its  incorporating
              documents or any  agreement or instrument to which the Issuer is a
              party;

         (u)  neither  the  Issuer nor any of the  Subsidiaries  is party to any
              actions, suits, proceedings or arbitrations which could materially
              affect the business or financial condition of the Issuer, taken as
              a whole,  and, to the best of the knowledge of the Issuer, no such
              actions,  suits,  proceedings or arbitrations  are contemplated or
              have been threatened.;

         (v)  there are no  judgments  against  the  Issuer or the  Subsidiaries
              which  are  unsatisfied,  nor are  there any  consent  decrees  or
              injunctions  to which the  Issuer or any of the  Subsidiaries  are
              subject;

         (w)  to the best of the Issuer's knowledge,  neither the Issuer nor any
              of the Subsidiaries is in breach of any law,  ordinance,  statute,
              regulation,  bylaw,  order or decree of any kind whatsoever  which
              breach  would  have a  material  adverse  effect on the  financial
              position,  business or prospects  of the Issuer on a  consolidated
              basis;

         (x)  this Agreement has been duly authorized by all necessary corporate
              action on the part of the Issuer and the Issuer has full corporate
              power and  authority to undertake  the Private  Placement  and the
              transactions contemplated by the Merger Agreement;

         (y)  there is not  presently,  and will not be until  the  Offering  is
              fully subscribed, any material change relating to the Issuer which
              has not been or will not be fully disclosed in the Public Record;

(z)               no order ceasing,  halting or suspending trading in securities
                  of the Issuer or prohibiting  the sale of such  securities has
                  been  issued to and is  outstanding  against the Issuer or, to
                  the  best  of the  knowledge  of the  Issuer,  its  directors,
                  officers or promoters and, to the best of the knowledge of the
                  Issuer, no investigations or proceedings for such purposes are
                  pending or threatened;

         (aa) except as disclosed in the Public Record, no person has any right,
              agreement or option, present or future, contingent or absolute, or
              any right capable of becoming  such a right,  agreement or option,
              for the issue or  allotment  of any  shares in the  capital of the
              Issuer or any other security  convertible into or exchangeable for
              any such shares,  or to require the Issuer to purchase,  redeem or
              otherwise acquire any of the issued and outstanding  shares in its
              capital;

         (bb) the Issuer and the  Subsidiaries  have filed all  federal,  state,
              provincial, local and foreign tax returns which are required to be
              filed,  or have requested  extensions  thereof,  and have paid all

                                       12
<PAGE>

              taxes  required  to be paid  and  any  other  assessment,  fine or
              penalty  levied  against  them,  to  the  extent  that  any of the
              foregoing is due and payable,  except for such assessments,  fines
              and penalties which are currently being contested in good faith;

         (cc) there are no liens for taxes on the assets of the Issuer or any of
              the  Subsidiaries  except for taxes not yet due,  and there are no
              audits  of any of the  tax  returns  of the  Issuer  or any of the
              Subsidiaries  which are  known by the  Issuer's  management  to be
              pending,  and  there  are no  claims  which  have  been  or may be
              asserted  relating to any such tax returns  which,  if  determined
              adversely,  would  result  in the  assertion  by any  governmental
              agency of any  deficiency  which  would  have a  material  adverse
              effect on the  properties,  business  or assets of the Issuer on a
              consolidated basis;

         (dd) this  Agreement will be upon execution and delivery by the Issuer,
              a legal,  valid and binding  agreement of the Issuer,  enforceable
              against the Issuer in accordance  with its terms,  subject only to
              customary  qualifications  regarding the availability of equitable
              remedies;

         (ee) the Issuer or any of the  Subsidiaries  own or are entitled to use
              all material  patents,  trademarks,  service  marks,  trade names,
              copyrights,  trade secrets,  information,  proprietary  rights and
              processes  necessary  for  the  business  of the  Issuer  and  the
              Subsidiaries  as now  conducted  and as proposed to be  conducted,
              without any conflict with or infringement of the rights of others;

         (ff) apart from the Agent,  no person,  firm or  corporation  acting or
              purporting  to act at the request of the Issuer is entitled to any
              brokerage,   agency  or  finder's  fee  in  connection   with  the
              transactions described herein;

         (gg) if at  any  time  the  Issuer  is  required  to  file  reports  in
              compliance  with  either  Section 13 or Section  15(d) of the U.S.
              Securities  Exchange Act of 1934, as amended,  the Issuer will (a)
              fully comply with the reporting  requirements  of such Act and (b)
              fully comply with all rules and  regulations of the SEC applicable
              to the use of SEC Rule 144; and

         (hh) the  Issuer has not  engaged  or will not engage in any  "Directed
              Selling  Efforts"  within the meaning of Regulation S with respect
              to the Securities, has not made or will not make any offer to sell
              or solicitation of an offer to buy any of the Shares to any person
              and has not  solicited  or will not solicit  offers for or has not
              made or will not make offers to sell,  the  Securities by means of
              any form of general  solicitation or general advertising or in any
              manner  involving a public offering within the meaning of the U.S.
              Securities Act.

         (ii) With the  Agent's  guidance,  the  Issuer  agrees  to  obtain  all
              requisite  regulatory  approvals  and to  complete  the  necessary
              documentation   with  respect  to  the  Offering  in  all  Selling
              Jurisdictions in which subscribers reside;

                                       13
<PAGE>

         (jj) Given  reasonable  notice,   management  of  the  Issuer  will  be
              available  to  meet  with  qualified   investors  in  the  Selling
              Jurisdictions with respect to the Offering;

         (kk) The  Issuer  has  disclosed  to the  Agent all  material  facts in
              relation  to the  business  and  affairs  of the  Issuer  that any
              prudent  agent or investor  would want to know prior to making any
              investment in securities of the Issuer.

12.2     The Agent warrants and represents to the Issuer that:

         (a)  it is a valid  and  subsisting  corporation  under  the law of the
              jurisdiction in which it was incorporated;

         (b)  it  will  sell  the  Shares  in  compliance  with  the  Applicable
              Legislation;

         (c)  the Shares,  the Agent's Warrants and all of the underlying Shares
              issuable upon exercise of such Agent's  Warrants have not been and
              will  not be  registered  in the  United  States  under  the  U.S.
              Securities  Act  or  in  any  other   jurisdiction  and  that  the
              Securities are being offered and sold in reliance upon  Exemptions
              from  registration  provided by Regulation S and other  Applicable
              Legislation;

         (d)  the Agent, any selected dealer of the Agent, if applicable, or any
              of their  respective  affiliates  (i) have not engaged or will not
              engage in any  "Directed  Selling  Efforts"  within the meaning of
              Regulation S with respect to the Securities, (ii) have not made or
              will not make (A) any offer to sell or solicitation of an offer to
              buy any of the  Shares to any person or (B) any sale of the Shares
              to any person unless (1) the offer is made to such person  outside
              the United  States,  (2) the seller of such  Shares and any person
              acting on its  behalf  reasonably  believes  that at the time such
              person  placed  the order to  purchase  Shares,  such  person  was
              outside  the  United  States  and (3) such  sale is  otherwise  in
              compliance with the applicable requirements of Regulation S, (iii)
              have not taken or will not take any action which would  constitute
              a violation of  Regulation  M, or (iv) have not  solicited or will
              not  solicit  offers for, or have not made or will not make offers
              to  sell,   the  Securities  by  means  of  any  form  of  general
              solicitation or general  advertising or in any manner  involving a
              public offering within the meaning of the U.S. Securities Act;

         (e)  the Agent has caused or will promptly  cause each selected  dealer
              of the  Agent to  acknowledge  in  writing  its  awareness  of and
              agreement to be bound by and shall use its commercially reasonable
              efforts to ensure  that each  selected  dealer  complies  with the
              representations  and  warranties  contained  in this  Agreement in
              connection with all offers and sale of the Securities; and

         (f)  the  Agent  has  not  entered,   and  will  not  enter,  into  any
              contractual  arrangement  without the prior written consent of the
              Company with respect to the  placement of the  Securities,  except
              with its affiliates.

         (g)  Obtain from each Purchaser an executed Subscription Agreement in a
              form reasonably acceptable to the Issuer and to the Agent relating
              to the transactions contemplated,  together with all documentation
              as may be necessary in connection with subscriptions for Shares.

                                       14
<PAGE>

         (h)  The Agent hereby represents that it is an "accredited investor" as
              defined under Applicable  Legislation by virtue of being a company
              registered  under the  Securities  Act  (Ontario) as an adviser or
              dealer (other than a limited  market  dealer) and is acquiring its
              portion of the Agent's  Warrants as principal  for its own account
              and not for the benefit of any other person.

12.3     All representations and warranties  contained in this Agreement on part
         of each of the parties shall survive  Closing for a period of three (3)
         years from the initial Closing of the Offering, after which time, if no
         Claim  shall  have  been  made  against  a party  with  respect  to any
         incorrectness or breach of any representation and warranty,  that party
         shall have no further  liability  under this  Agreement with respect to
         the representation or warranty.

13.  EXPENSES OF AGENT

13.1     Whether or not Closing takes place,  the Issuer will be responsible for
         all expenses related to the Offering. The Issuer will be responsible of
         all reasonable fees and  disbursements  of the Agent.  Agent's invoices
         will be payable by the Issuer  immediately upon receipt  therefor.  The
         Issuer will be responsible  for the payment of all reasonable  fees and
         disbursements  of the Agent's legal  counsel.  Furthermore,  the Issuer
         will be billed  directly for costs  related to  marketing,  engineering
         reports  and  the  Issuer  financial  statements  (including  pro-forma
         statements).

14.  Intentionally deleted

15.  STANDSTILL

The Issuer hereby agrees that it will not issue any  securities  (or  securities
convertible  into  common  shares),  except in the  normal  course  relating  to
compensation of employees and other compensation  related matters,  for a period
of 4 months  following the completion of the Offering unless it has received the
consent  of the  Agent,  such  consent  not  to be  unreasonably  withheld;  16.
INDEMNITY

16.1     The Issuer  agrees to indemnify  and hold  harmless the Agent under the
         Private Placement and its affiliates,  directors,  officers and agents,
         to the full  extent  lawful,  from and  against  any  actions or claims
         (collectively   "Claims"),    including   actions   by   the   Issuer's
         shareholders,  and all related  damages,  liabilities and losses (other
         than  lost  profits,  remuneration  or  other  costs of  personnel  and
         consequential  damages)  including any reasonable  amount paid with the
         consent of the Issuer to settle a Claim,  related to or arising  out of
         this  Agreement or the Agent's role in connection  therewith,  and will
         reimburse  the Agent and any other  party  entitled  to be  indemnified


                                       15
<PAGE>

         hereunder for all reasonable and necessary expenses reasonably incurred
         by  it  or  any  such  other   indemnified  party  in  connection  with
         investigating, preparing or defending any such Claim in connection with
         pending or  threatened  litigation  to which it is a party.  The Issuer
         will not be responsible for any Claims or expenses associated therewith
         which are  finally  judicially  determined  to have  resulted  from the
         willful  misconduct,  bad faith or negligence of any indemnified  party
         hereunder. The Issuer also agrees that neither the Agent nor any of its
         affiliates, nor any officer,  director,  employee or agent of the Agent
         or any of its affiliates,  nor any person controlling the Agent nor any
         of its  affiliates,  shall have any  liability  to the Issuer for or in
         connection  with such  engagement  except  as a result  of the  Agent's
         willful  misconduct,  bad faith or negligence.  The foregoing agreement
         shall be in addition  to any rights  that the Agent or any  indemnified
         party may have at common law or otherwise.

16.2     Promptly after receipt by the Agent or any other  indemnified  party of
         notice  of or the  communication  of any  Claim  or of any  fact  which
         reasonably  might give rise to any Claim, the Agent or such other party
         shall  notify  the  Issuer in  writing  of such  Claim or facts and the
         Issuer  shall  assume the  investigation  and  defence or  contestation
         thereof and shall  employ  counsel  satisfactory  to the Agent,  acting
         reasonably,  and neither the Agent nor such other party shall incur any
         expense as regards such Claim or facts, including any investigation for
         which the Issuer  would be liable to  indemnify  without  the  Issuer's
         prior  written  consent  which  shall  not  be  unreasonably  withheld.
         Notwithstanding  the  preceding  sentence the Agent will be entitled to
         employ  counsel  separate  from  counsel  to the Issuer or to any other
         party in such action if the Agent, acting reasonably, determines that a
         conflict of interest  exists  which  makes  representations  by counsel
         chosen by the Issuer  not  advisable  or that it is likely  that such a
         conflict of interest will develop.

16.3     The Issuer shall not pursuant to this indemnity be obliged in any event
         to pay, as regards any  particular  Claim or series of related  Claims,
         the fees and  disbursements  of more than one  counsel in  addition  to
         those of its own counsel.

16.4     The Agent covenants and agrees that it shall use its reasonable efforts
         to co-operate fully with the Issuer in the investigation and defence of
         any Claim or potential Claim and to cause any other  indemnified  party
         to so cooperate.

16.5     To the extent that any party  entitled to be  indemnified  hereunder is
         not a party to this  Agreement,  the Agent  shall  obtain  and hold the
         rights and  benefits  of this  agreement  in trust for and on behalf of
         such party.

16.6     For  purposes  of this  section,  "Claim" or  "Claims"  shall  include,
         without limitation:

         (a)  an untrue statement  contained in the Public Record,  subscription
              agreement  or other  written  or oral  representation  made by the
              Issuer to a Purchaser or potential  Purchaser in  connection  with
              the Private  Placement,  or by reason of the omission to state any
              fact  necessary to make such  statements  or  representations  not
              misleading (except for information and statements  supplied by and
              relating solely to the Agent);

                                       16
<PAGE>

         (b)  arising  directly  or  indirectly  out of any  order  made  by any
              regulatory authority based upon an allegation that any such untrue
              statement   or   representation,   or  omission   exists   (except
              information and statements  supplied by and relating solely to the
              Agent),  that trading in or  distribution of any of the Securities
              is to cease;

         (c)  resulting  from the failure by the Issuer to obtain the  requisite
              regulatory approval to the Private Placement unless the failure to
              obtain such  approval is the result of a breach of this  Agreement
              by the Agent;

         (d)  resulting  from any  failure  by the  Issuer to file an  "offering
              memorandum",  if required  by the  Applicable  Legislation,  or an
              amendment or supplement to it either of them;

         (e)  resulting  from the  breach  by the  Issuer of any of the terms of
              this Agreement;

         (f)  resulting  from the  breach  by IUFC or BMB of any of the terms of
              the Merger  Agreement  or  resulting  from any  representation  or
              warranty made by the IUFC or BMB in the Merger Agreement not being
              true or ceasing to be true;

         (g)  resulting from any  representation  or warranty made by the Issuer
              herein not being true or ceasing to be true;

         (h)  if  the  Issuer  fails  to  issue  and  deliver  the  certificates
              representing   the  Securities  in  the  form  and   denominations
              reasonably  satisfactory  to the  Agent  at  the  time  and  place
              reasonably  required  by  the  Agent  with  the  result  that  any
              completion of a sale of the Securities does not take place; or

         (i)  if following the completion of a sale of any of the Securities,  a
              determination is made by any competent authority setting aside the
              sale, unless that  determination  arises out of an act or omission
              by the Agent.

16.7     If any Claim  results in any  adverse  judgment  or  obligation  by the
         Issuer to issue  securities  in its capital to satisfy  such  judgment,
         then the Issuer shall issue to the Agent and each subscriber  under the
         Private Placement sufficient  additional securities so that there is no
         dilutive  impact on the Agent  and/or the  subscribers  to the  Private
         Placement in respect of such Claim.

16.8     Notwithstanding  anything in this Agreement to the contrary, the Issuer
         shall  indemnify the Agent from all Claims  arising from the failure of
         the shareholders of BMB (existing  immediately  prior to the closing of
         the  Merger) to disclose to IUFC,  and  therefore  the Agent under this
         Agreement, any material liabilities or obligations of BMB which existed
         as of the date hereof or which were likely to accrue or fall due within
         120 days from Closing.

17.  ASSIGNMENT AND SELLING GROUP PARTICIPATION

17.1     The Agent will not assign this  Agreement  or any of their rights under
         this  Agreement  or,  with  respect to the  Securities,  enter into any
         agreement in the nature of an option or a sub-option  unless and until,


                                       17
<PAGE>

         for each  intended  transaction,  the Agent has obtained the consent of
         the Issuer,  and any required  notice has been given to and accepted by
         the Regulatory Authorities.

17.2     Subject to sections  12.2(e) and 12.2(f),  the Agent may offer  selling
         group  participation in the normal course of the brokerage  business to
         selling  groups of other  licensed  dealers,  brokers  and  investments
         dealers, who may or who may not be offered part of the Agent's Fee.

18.  RIGHT OF FIRST REFUSAL

18.1     Subsequent  to the  Offering  being fully  subscribed,  the Issuer will
         notify  the  Agent of the  terms of any  further  securities  issues or
         corporate finance advisory  assignments that it requires or proposes to
         obtain during the 18 months  following the execution of this  Agreement
         and the Agent will have the right of first  refusal to provide any such
         equity financing or financial advisory services.

18.2     The right of first refusal must be exercised by the Agent within 7 days
         following the receipt of written notice by notifying the Issuer that it
         will provide such financing or financial advisory work on the terms set
         out in the notice.

18.3     If the  Agent  fails  to give  notice  within  the 7 days  that it will
         provide such financing upon the terms set out in the notice, the Issuer
         will then be free to make other  arrangements to obtain  financing from
         another source on the same terms or on terms no less  favourable to the
         Issuer.

18.4     The right of first  refusal  will not  terminate  if, on receipt of any
         notice from the Issuer under this Section,  the Agent fails to exercise
         the right.

18.5     Should the Agent believe that there may be an  opportunity to introduce
         a  strategic  partner  to the  Issuer  to try to  arrange  a  strategic
         investment  into the Issuer,  any strategic  partner  introduced by the
         Agent to the Issuer which makes an investment(s) for the benefit of the
         Issuer, the Agent shall receive an advisory fee, payable in cash, to be
         negotiated  in good faith  between the Agent and the Issuer of at least
         1.5% of the  gross  strategic  investment(s)  made  by  such  strategic
         partner for a period of 18 months following the closing of the Merger.

19.  NOTICE

19.1     Any notice  under this  Agreement  will be given in writing and must be
         delivered,  sent by  facsimile  transmission  addressed to the party to
         which  notice  is to be given at the  address  indicated  above,  or at
         another address designated by the party in writing.

19.2     If notice is sent by facsimile transmission or is delivered, it will be
         deemed to have been given at the time of transmission  or delivery,  or
         if not a business day, the next business day.

20.  TIME

Time is of the essence of this Agreement.

                                       18
<PAGE>

21.  LANGUAGE

This Agreement is to be read with all changes in gender or number as required by
the context.

22.  ENUREMENT

This  Agreement  enures to the  benefit of and is binding on the parties to this
Agreement and their successors and permitted assigns.

23.  HEADINGS

The headings in this Agreement are for  convenience of reference only and do not
affect the interpretation of this Agreement.

24.  COUNTERPARTS

This Agreement may be executed in two or more  counterparts and may be delivered
by  facsimile  transmission,  each of which will be deemed to be an original and
all of which will  constitute one agreement,  effective as of the reference date
given above.

This agreement may be executed by facsimile and in counterparts,  and when fully
executed,  will constitute a valid and binding  agreement in accordance with its
terms and will  constitute  the entire  agreement  among the parties hereto with
respect to the matters herein. This agreement shall not be amended,  modified or
altered in any way except by written agreement among InterUnion and the Agent.
25.  LAW

This  Agreement  is  governed by the laws of the  Province  of Ontario,  and the
parties hereto  irrevocably  attorn and submit to the exclusive  jurisdiction of
the courts of Ontario with respect to any dispute related to this Agreement.

26.  CURRENCY

Unless stated  otherwise,  all  references to dollars  herein shall be to United
States  Dollars.  This  document was executed and delivered as of the date given
above:

[execution page over]

                                       19
<PAGE>

Executed by an authorized signatory of:

BMB MUNAI, INC.

/s/ Alexandre Agaian
------------------------------------
Alexandre Agaian
President & Chief Executive Officer

Executed by an authorized signatory of:

CREDIFINANCE SECURITIES LIMITED

/s/ Georges Benarroch
------------------------------------
Georges Benarroch
Authorized Signing Officer



                                       20
<PAGE>




                                   SCHEDULE A

                           Protected List of Investors

List provided by the Issuer to evidence to the Agent the list of individuals and
corporate investors that were referred to the Agent by the Issuer:


Name:                                        Contact Information:
1        Valkyries Petroleum Corp.           885 West Georgia Street,
                                             Vancouver, B.C. V6C 3E8 Canada

2.       UPETROM Trading co B.V.I            Romania
                                             Almaty Office: 135 Abylay Khan Av
                                             Almaty, Kazakhstan

3.       Camer  Oil und Gas                  Poststrasse     9,
                                             CH-6300,       ZUG
                                             Switzerland

4.       Korean National Oil Company         Seoul, Korean
                                             Almaty office: 223 Furmanova Str.
                                             Almaty, 480099 Kazakhstan





                                       21
<PAGE>

                                  SCHEDULE "B"


THIS  SECURITY HAS NOT BEEN  REGISTERED  WITH THE U.S.  SECURITIES  AND EXCHANGE
COMMISSION  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT") OR ANY OTHER  SECURITIES  AUTHORITIES.  IT IS BEING OFFERED PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATIONS  PROMULGATED UNDER THE SECURITIES
ACT.  IT MAY  NOT  BE  SOLD  OR  TRANSFERRED  EXCEPT  PURSUANT  TO AN  EFFECTIVE
REGISTRATION STATEMENT OR AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE
SECURITIES LAWS.

THIS CERTIFICATE GIVES EFFECT TO A PLANNED TEN "OLD" FOR ONE "NEW" REVERSE SPLIT
(SHARE  CONSOLIDATION) AND CHANGE OF NAME OF THE ISSUER TO BMB MUNAI, INC. TO BE
EFFECTED BY THE ISSUER ON OR ABOUT NOVEMBER 30, 2003.

                   AGENT WARRANTS TO PURCHASE COMMON SHARES OF

                                 BMB MUNAI, INC.
                      (Existing under the laws of Delaware)

                                   Void After
                                    * , 2005

         THIS  CERTIFIES  that,  for  value  received,  Credifinance  Securities
Limited (the  "Holder"),  is the  registered  holder of o broker  warrants  (the
"Agent  Warrants")  each of which  entitle the holder,  subject to the terms and
conditions  set forth in this Agent  Warrant  Certificate,  to purchase from BMB
Munai,  Inc.  (the  "Issuer"),  one common share in the capital of the Issuer (a
"Share"),  at any time until 5:00 p.m.  (Toronto time) on *****, 2005 (the "Time
of Expiry") on payment of $***** per share (the "Exercise Price"). The number of
Shares  which the Holder is  entitled  to  acquire  upon  exercise  of the Agent
Warrants  and the  Exercise  Price are  subject  to  adjustment  as  hereinafter
provided.

1.       Exercise of Agent Warrants
         --------------------------

         (a)  Election to Purchase. The rights evidenced by this certificate may
              be exercised  by the Holder in whole or in part and in  accordance
              with the provisions  hereof by delivery of an Election to Purchase
              in substantially  the form attached hereto as Schedule 1, properly
              completed and executed,  together with payment by certified cheque
              or bank  draft of the  Exercise  Price  for the  number  of Shares
              specified  in the Election to Purchase at the office of the Issuer
              at *****,  or such other  address  in the United  States as may be
              notified  in writing  by the Issuer  (the  "Issuer  Office").  The
              election to purchase must be executed  outside the United  States.
              In the event that the rights  evidenced  by this  certificate  are
              exercised in part,  the Issuer shall,  contemporaneously  with the
              issuance  of the  Shares  issuable  on the  exercise  of the Agent
              Warrants  so  exercised,  issue to the  Holder  an  Agent  Warrant
              Certificate on identical  terms in respect of that number of Units
              in  respect  of which the  Holder  has not  exercised  the  rights
              evidenced by this certificate.

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<PAGE>

         (b)  Exercise.  The  Issuer  shall,  within  five  business  days after
              receiving a duly  executed  Election to Purchase  and the Exercise
              Price for the  number  of  Shares  specified  in the  Election  to
              Purchase  (the  "Exercise  Date"),  issue  that  number  of Shares
              specified in the Election to Purchase.

         (c)  Certificates.  As promptly as practicable after the Exercise Date,
              the Issuer  shall issue and deliver to the Holder,  registered  in
              such  name  or  names  as the  Holder  may  direct  or if no  such
              direction has been given, in the name of the Holder, a certificate
              for the number of Shares specified in the Election to Purchase. To
              the extent permitted by law, such exercise shall be deemed to have
              been  effected as of the close of business on the  Exercise  Date,
              and at such time the  rights of the  Holder  with  respect  to the
              number of Agent  Warrants  which have been exercised as such shall
              cease,  and the  person  or  persons  in whose  name or names  any
              certificate  for Shares shall then be issuable  upon such exercise
              shall be deemed to have  become the holder or holders of record of
              the Shares represented thereby.

         (d)  Fractional  Shares.  No  fractional  Shares  shall be issued  upon
              exercise of any Agent Warrant and no payments or adjustment  shall
              be made upon any exercise on account of any cash  dividends on the
              Shares issued upon such exercise.  If any factional  interest in a
              Share would,  except for the  provisions of the first  sentence of
              this Section  1(d),  be  deliverable  upon the exercise of a Agent
              Warrant,  the Issuer shall,  in lieu of delivering  the fractional
              unit  therefore,  pay to the Holder an amount in cash equal to the
              Fair Market  Value (as  hereinafter  defined)  of such  fractional
              interest.

         (e)  Corporate Changes.
              ------------------

              (i)  Subject to paragraph  1(e)(ii) hereof, if, after November 26,
                   2003 and prior to the Time of Expiry,  the Issuer  shall be a
                   party to any reorganization,  merger,  dissolution or sale of
                   all or  substantially  all of its assets,  whether or not the
                   Issuer is the surviving entity,  the Agent Warrants evidenced
                   by this  certificate  shall be  adjusted  so that the  holder
                   hereof  shall be entitled to acquire the same number and type
                   of securities to which the holder of that number of Shares of
                   the Issuer  subject to the  unexercised  Agent Warrants would
                   have been entitled by reason of such reorganization,  merger,
                   dissolution or sale of all or substantially all of its assets
                   (the "Event"), and the Exercise Price shall be adjusted to be
                   the amount  determined by  multiplying  the Exercise Price in
                   effect immediately prior to the Event by the number of Shares
                   subject to the unexercised  Agent Warrants  immediately prior
                   to the Event,  and dividing the product thereof by the number
                   of  securities  to which the holder of that  number of Shares
                   subject to the  unexercised  Agent  Warrants  would have been
                   entitled to by reason of such Event.

                                       23
<PAGE>

              (ii) If the Issuer is unable to deliver  securities  to the Holder
                   pursuant  to the proper  exercise  of an Agent  Warrant,  the
                   Corporation  may  satisfy  such  obligations  to  the  Holder
                   hereunder  by  paying to the  Holder  in cash the  difference
                   between the Exercise Price of all unexercised  Agent Warrants
                   granted hereunder and the Fair Market Value of the securities
                   to which the Holder would be entitled to upon exercise of all
                   unexercised   Agent   Warrants.    Adjustments   under   this
                   subparagraph  (e)  or  (subject  to  subparagraph   (o))  any
                   determinations  as to the Fair Market Value of any securities
                   shall be made by the board of directors  of the  Corporation,
                   or any committee thereof specifically designated by the board
                   of directors to be responsible  therefor,  and any reasonable
                   determination  made by such board or committee  thereof shall
                   be binding and conclusive, subject only to any disputes being
                   resolved by the Issuer's auditors,  whose determination shall
                   be binding and conclusive.

         (f)  Subdivision or Consolidation of Common Shares.
              ----------------------------------------------

              (i)  In the event that after the already planned ten "old" for one
                   "new" reverse split (share  consolidation)  to be effected by
                   the  Issuer on or about  November  30,  2003 but prior to the
                   Time  of  Expiry,   the   Corporation   shall  subdivide  its
                   outstanding  common shares  ("Common  Shares") into a greater
                   number of shares,  the Exercise  Price in effect  immediately
                   prior to such subdivision shall be  proportionately  reduced,
                   and conversely,  in case the outstanding  Common Shares shall
                   be consolidated into a smaller number of shares, the Exercise
                   Price in effect immediately prior to such consolidation shall
                   be proportionately increased. For clarity, if there is such a
                   subdivision  or  consolidation  of the Common  Shares,  there
                   shall  also be a  proportionate  adjustment  to the number of
                   warrants held.

              (ii) Upon  each  adjustment  of the  Exercise  Price  as  provided
                   herein,  the Holder shall  thereafter be entitled to acquire,
                   at the Exercise  Price  resulting from such  adjustment,  the
                   number of Shares (calculated to the nearest tenth of a Share)
                   obtained  by   multiplying   the  Exercise  Price  in  effect
                   immediately  prior to such adjustment by the number of Shares
                   which may be  acquired  hereunder  immediately  prior to such
                   adjustment  and dividing the product  thereof by the Exercise
                   Price resulting from such adjustment.

         (g)  Change or  Reclassification  of Common Shares.  In the event that,
              after  November  26,  2003 and  prior to the Time of  Expiry,  the
              Corporation  shall change or  reclassify  its  outstanding  Common


                                       24
<PAGE>

              Shares into a different class of securities,  the rights evidenced
              by the Agent  Warrants shall be adjusted as follows so as to apply
              to the successor class of securities:

              (i)  the number of the  successor  class of  securities  which the
                   Holder  shall be  entitled  to  acquire as part of the Shares
                   shall be that  number of the  successor  class of  securities
                   which a  holder  of that  number  of  Shares  subject  to the
                   unexercised Agent Warrants immediately prior to the change or
                   reclassification  would  have been  entitled  to by reason of
                   such change or reclassification; and

              (ii) the Exercise  Price shall be  determined by  multiplying  the
                   Exercise Price in effect  immediately  prior to the change or
                   reclassification  by the  number  of  Shares  subject  to the
                   unexercised Agent Warrants immediately prior to the change or
                   reclassification,  and  dividing  the product  thereof by the
                   number of shares determined in paragraph 1(g)(i) hereof.

         (h)  Offering  to  Shareholders.  If and  whenever  at any  time  after
              November  26,  2003 and prior to the Time of  Expiry,  the  Issuer
              shall fix a record date or if a date of  entitlement to receive is
              otherwise established (any such date being hereinafter referred to
              in this  subsection 1(h) as the "record date") for the issuance of
              rights,  options  or  warrants  to all or  substantially  all  the
              holders or the  outstanding  Common Shares  entitling  them, for a
              period  expiring not more than 45 days after such record date,  to
              subscribe for or purchase Common Shares or securities  convertible
              into or exchangeable for Common Shares at a price per share or, as
              the case may be, having a conversion  or exchange  price per share
              less than 95% of the Fair Market Value (as hereinafter defined) on
              such record date, the Exercise Price shall be adjusted immediately
              after such record date so that it shall equal the price determined
              by multiplying the Exercise Price in effect on such record date by
              a fraction,  of which the  numerator  shall be the total number of
              Common Shares  outstanding on such record date plus a number equal
              to the number arrived at by dividing the aggregate subscription or
              purchase  price of the total number of  additional  Common  Shares
              offered for  subscription  or purchase or, as the case may be, the
              aggregate  conversion  or  exchange  price of the  convertible  or
              exchangeable  securities so offered by such Fair Market Value, and
              of which  the  denominator  shall be the  total  number  of Common
              Shares  outstanding  on such record date plus the total  number of
              additional Common Shares so offered (or into which the convertible
              or   exchangeable   securities  so  offered  are   convertible  or
              exchangeable);  Common  Shares owned by or held for the account of
              the Issuer or any  subsidiary of the Issuer shall be deemed not to
              be  outstanding  for the  purpose  of any such  computation;  such
              adjustment shall be made successively  whenever such a record date
              is fixed;  to the extent  that any rights or  warrants  are not so
              issued or any such rights or warrants are not  exercised  prior to
              the  expiration   thereof,   the  Exercise  Price  shall  then  be


                                       25
<PAGE>

              readjusted to the Exercise  Price which would then be in effect if
              such record date had not been fixed or to the Exercise Price which
              would then be in effect based upon the number of Common  Shares or
              conversion  or  exchange   rights   contained  in  convertible  or
              exchangeable  securities actually issued upon the exercise of such
              rights or warrants, as the case may be.

         (i)  Carry Over of  Adjustments.  No adjustment  of the Exercise  Price
              shall be made if the amount of such adjustment  shall be less than
              1% of the Exercise Price in effect  immediately prior to the event
              giving rise to the  adjustment,  provided,  however,  that in such
              case any  adjustment  that would  otherwise be required then to be
              made shall be carried forward and shall be made at the time of and
              together with the next subsequent  adjustment which, together with
              any adjustment so carried forward,  shall amount to at least 1% of
              the Exercise Price.

         (j)  Notice of Adjustment.  Upon any adjustment of the number of Shares
              and upon any  adjustment of the Exercise  Price,  then and in each
              such case the Issuer  shall  give  written  notice  thereof to the
              Holder, which notice shall state the Exercise Price and the number
              of  Shares  and  Warrants  or  other  securities  subject  to  the
              unexercised  Agent Warrants  resulting from such  adjustment,  and
              shall set forth in reasonable detail the method of calculation and
              the facts upon which such  calculation is based.  Upon the request
              of the Holder there shall be transmitted  promptly to the Holder a
              statement  of  the  firm  of  independent   chartered  accountants
              retained to audit the  financial  statements  of the Issuer to the
              effect that such firm concurs in the Issuer's  calculation  of the
              change.

         (k)  Other  Notices.  In case at any time after  November  26, 2003 and
              prior to the Time of Expiry:


              (i)  the Issuer shall  declare any dividend upon its Common Shares
                   payable in Common Shares;

              (ii) the  Issuer  shall  offer  for  subscription  pro rata to the
                   holders of its Common  Shares  any  additional  shares of any
                   class or other rights;

              (iii)there    shall    be   any    capital    reorganization    or
                   reclassification  of the  capital  stock  of the  Issuer,  or
                   consolidation,  amalgamation or merger of the Issuer with, or
                   sale of all or  substantially  all of its assets to,  another
                   corporation; or

              (iv) there  shall  be  a  voluntary  or  involuntary  dissolution,
                   liquidation or winding-up of the Issuer,

              then,  in any one or more of such cases,  the Issuer shall give to
              the Holder (A) at least 10 days' prior written  notice of the date
              on  which  a  record  date  shall  be  taken  for  such  dividend,
              distribution or subscription  rights or for determining  rights to


                                       26
<PAGE>

              vote in  respect  of any  such  reorganization,  reclassification,
              consolidation,    merger,    amalgamation,    sale,   dissolution,
              liquidation  or  winding-up  and  (B) in  the  case  of  any  such
              reorganization,  reclassification,  consolidation,  merger,  sale,
              dissolution,  liquidation or  winding-up,  at least 10 days' prior
              written  notice of the date when the same shall take  place.  Such
              notice in  accordance  with the  foregoing  clause  (A) shall also
              specify,  in  the  case  of any  such  dividend,  distribution  or
              subscription  rights,  the date on which  the  holders  of  Common
              Shares shall be entitled  thereto,  and such notice in  accordance
              with the foregoing clause (B) shall also specify the date on which
              the holders of Common  Shares shall be entitled to exchange  their
              Common Shares for  securities or other property  deliverable  upon
              such  reorganization,  reclassification,   consolidation,  merger,
              amalgamation, sale, dissolution, liquidation or winding-up, as the
              case may be.

         (l)  Shares  to  be  Reserved.  The  Issuer  will  at  all  times  keep
              available, and reserve if necessary under Delaware law, out of its
              authorized Common Shares, solely for the purpose of issue upon the
              exercise of the Agent Warrants, (i) such number of Shares as shall
              then be issuable upon the exercise of the Agent Warrants, and (ii)
              such number of Common Shares issuable upon the due exercise of the
              Warrants  issuable upon the due exercise of the Agent's  Warrants.
              The Issuer  covenants  and agrees  that all such Shares and Common
              Shares which shall be so issuable  will,  upon  issuance,  be duly
              authorized and issued as fully paid and non-assessable. The Issuer
              will take all such  actions as may be necessary to ensure that all
              such Shares and Common Shares may be so issued  without  violation
              of any  applicable  requirements  of any  exchange  upon which the
              Common  Shares  may be listed or in  respect  of which the  Common
              Shares are qualified for unlisted trading  privileges.  The Issuer
              will take all such actions are within its power to ensure that all
              such Shares may be so issued  without  violation of any applicable
              law.

         (m)  Issue Tax.  The issuance of  certificates  for Shares and Warrants
              upon the exercise of Agent  Warrants  shall be made without charge
              to the Holder for any  issuance tax in respect  thereto,  provided
              that the Issuer  shall not be required to pay any tax which may be
              payable in respect of any  transfer  involved in the  issuance and
              delivery  of any  certificate  in a name  other  than  that of the
              Holder.

         (n)  Fair Market Value. For the purposes of any computation  hereunder,
              the "Fair Market Value" at any date shall be the weighted  average
              sale price per share for the  Common  Shares of the Issuer for the
              20 consecutive  trading days  immediately  before such date on the
              most senior stock  exchange in the USA on which the Common  Shares
              may then be listed and on which  there is the  greatest  volume of
              trading of the Common  Shares for such 20 day  period,  or, if the
              shares or any other  security in respect of which a  determination
              of Fair  Market  Value is being  made are not  listed on any stock
              exchange,  the  Fair  Market  Value  shall  be  determined  by the


                                       27
<PAGE>

              directors,  which determination shall be conclusive.  The weighted
              average price shall be  determined by dividing the aggregate  sale
              price of all such shares sold on the said exchange during the said
              20 consecutive  trading days by the total number of such shares so
              sold.

2.       Replacement.
         ------------

         Upon receipt of evidence satisfactory to the Issuer of the loss, theft,
destruction or mutilation of this Agent Warrant Certificate and, if requested by
the Issuer, upon delivery of a bond of indemnity satisfactory to the Issuer (or,
in the case of mutilation,  upon  surrender of this Agent Warrant  Certificate),
the Issuer will issue to the Holder a replacement  certificate  (containing  the
same terms and conditions as this Agent Warrant Certificate).

3.       Expiry Date.
         ------------

         The Agent  Warrants  shall  expire  and all  rights to  purchase  Units
hereunder  shall cease and become null and void at 5:00 p.m.  (Toronto  time) on
May *, 2005.

4.       Covenant.
         ---------

         So long as any Agent Warrants remain  outstanding the Issuer  covenants
that it shall do or cause to be done all things necessary to maintain its status
as a reporting issuer not in default in the Offering Jurisdictions.

5.       Inability to Deliver Units.
         ---------------------------

         If for any reason, other than the failure or default of the Holder, the
Issuer  is  unable  to issue  and  deliver  the  Units or  other  securities  as
contemplated  herein to the Holder upon the proper exercise by the Holder of the
right to purchase any of the Units  covered by this Agent  Warrant  Certificate,
the  Issuer  may  pay,  at  its  option  and  in  complete  satisfaction  of its
obligations hereunder, to the Holder, in cash, an amount equal to the difference
between  the  Exercise  Price and the Fair  Market  Value of such Units or other
securities on the Exercise Date.

6.       Defined Terms.
         --------------

         All capitalized  terms used herein and not otherwise defined shall have
the meaning  ascribed  thereto in the agency  agreement dated as of November 26,
2003 between the Issuer and Credifinance Securities Limited.

7.       Governing Law
         -------------

         The laws of the State of Delaware shall govern the Agent Warrants.

                                       28
<PAGE>

8.       Successors
         ----------

This Agent Warrant  Certificate shall enure to the benefit of the Holder and its
successors  or assigns  and shall be  binding  on the Issuer and its  respective
successors.

         IN WITNESS WHEREOF the Issuer has caused this Agent Warrant Certificate
to be signed by a duly authorized officers.

         DATED as of November__________, 2003.


                                        BMB MUNAI, INC.



                                        Per:________________________________
                                              Authorized Signing Officer



                                       29
<PAGE>



                                  Schedule "1"
                                  ------------

                              Election to Exercise

         The  undersigned  hereby  irrevocably  elects to exercise the number of
Agent  Warrants  of BMB Munai,  Inc.  set out below for the number of Shares (or
other property or securities subject thereto) as set forth below:

         (a)  Number of Agent Warrants to be Exercised:             ____________

         (b)  Number of Shares to be Acquired:                      ____________

         (c)  Exercise Price per Share:                            $____________

         (d)  Aggregate Purchase Price [(b) multiplied by (c)]     $____________

and hereby  tenders a certified  cheque,  bank draft or cash for such  aggregate
purchase  price,  and directs  such Shares to be  registered  and a  certificate
therefor to be issued as directed below.

         DATED this ______ day of ____________, 200__ .

                                        [NAME OF HOLDER]

                                         Per:_______________________________

                                         ----------------------------------

                                         Name of Registered Holder:

                                         ----------------------------------

                                         Address of Registered Holder:

                                         ----------------------------------







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