CODE OF ETHICS AND BUSINESS CONDUCT


A. INTRODUCTION

It is the general policy of the Caspian Services Inc. (The Company) to conduct
its business activities and transactions with the highest level of integrity and
ethical standards and in accordance with all applicable state and federal and
national laws and regulations, without regard to the territory where the
business is being conducted or administrated. Obeying the law both in letter and
in spirit is the foundation on which this Company's ethical standards are built.
In carrying out this policy, the Company's Board of Directors has adopted the
following Code of Business Conduct and Ethics (the "Code").

This Code covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles to guide all
employees of the Company. All of our employees must comply with this Code and
seek to avoid even the appearance of improper behavior. The Code should also be
provided to and followed by the Company's agents and representatives, including
independent consultants, subsidiaries, and owned companies and their directors,
managers and ordinary personnel. All references herein made to the Company's
directors, offices, executives, employees and agents shall be applicable and
referred to in similar effect to the directors, offices, executives, employees
and agents of all subsidiaries and owned companies. This Code is meant to be
read in conjunction with other Company policies.

If a law conflicts with a policy in this Code, you must comply with the law;
however, if a local custom or policy conflicts with this Code, you must comply
with the Code. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation. If you have signed an agreement
with the Company (for example, a confidentiality agreement or a non-compete
agreement) which contains provisions that are more restrictive than or otherwise
in conflict with those included in this Code, the provisions of that agreement
shall be applicable. If issues generally addressed in this Code are addressed by
other Company policies, such as those set forth in the Company's employee
handbook or policies and procedures instituted from time to time by the Company,
those other policies will supersede the general policy set forth in this Code.

Those who violate the standards in this Code will be subject to disciplinary
action up to the termination of employment. In addition, some of the violations
can subject either the employee or the Company to civil and criminal penalties.
All violations or suspect violations of this code at all levels and magnitudes
must be reported to the Board of Directors.

If you are in a situation which you believe may violate or lead to a violation
of this Code, follow the guidelines described below under the heading
"Compliance Procedures."

The Company's Supplemental Code of Ethics for Chief Executive Officer and Senior
Financial Officers, which supplements this Code, sets forth the fundamental
principles and key policies and procedures that govern the conduct of the

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Company's Chief Executive Officer and its senior financial officers. The
Company's Chief Executive Officer and all senior financial officers are bound by
the requirements and standards set forth in the Supplemental Code of Ethics for
Chief Executive Officer and Senior Financial Officers, as well as those set
forth in this Code and other applicable policies and procedures.

B. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company complies with all applicable laws and regulations in the conduct of
its activities and expects its employees to do the same. All employees must
respect and obey the laws of the cities, states and countries in which we
operate. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.

C. CONFLICTS OF INTEREST

It is the policy of the Company to avoid situations that create an actual or
potential conflict between an employee's personal interests and the interests of
the Company. A "conflict of interest" exists when a person's loyalties or
actions are divided between the interests of the Company and those of another,
such as a competitor, supplier, customer or personal business. A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interest may also arise when an
employee, officer or director (or members of his or her family, or his or her
designated person(s)) directly or indirectly receives improper benefits as a
result of his or her position with the Company. Moreover, the appearance of a
conflict of interest alone can adversely affect the Company and its relations
with its customers, suppliers and employees, shareholders. The appearance of a
conflict should thus be avoided.

Employees are expected to use good judgment, to adhere to high ethical standards
and to avoid situations that create an actual or potential conflict of interest.
Although it would be impossible to describe every situation in which a conflict
of interest may arise, the following are examples of situations which may
potentially lead to a conflict of interest:

         o        Working, in any capacity, for a competitor, customer or
                  supplier while still employed by the Company.

         o        Accepting gifts of more than nominal value from a customer or
                  supplier, other than occasional tickets to sporting, artistic
                  or similar events or occasional meals, in which instance the
                  employee shall inform his or her department head of receipt of
                  the gift. Gifts should not in any circumstances be accepted
                  from the Company's competitors. Any employee who receives a
                  gift of more than nominal value other than occasional tickets
                  or meals shall notify the Board of Directors of the receipt.

         o        Competing with the Company for the purchase or sale of
                  property, services or other interests.

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         o        Having or taking an undisclosed interest in a transaction
                  involving the Company, a customer or supplier (not including
                  routine investments in publicly-traded companies).

Conflicts of interest can also arise with respect to employment of relatives and
persons with close personal relationships. If an employee or someone with whom
an employee has a close relationship (a family member or close companion) has a
financial or employment relationship with a competitor, supplier or potential
supplier of the Company, the employee must disclose this fact in writing to the
Company's Human Resources department.

Federal law now prohibits most loans or extensions of credit from a company
whose stock is publicly traded to its directors and executive officers. The
Company will not directly or indirectly extend any loan or credit to any
director or executive officer except as permitted by law and approved by a vote
of the disinterested members of the Board of Directors.

Actions that might involve a conflict of interest, or even the appearance of
one, should be disclosed to the employee's supervisor, another manager or the
Legal Department and may only be authorized in accordance with guidelines set
and approved by the Board of Directors. Executive officers, on all levels,
should report actual or potential conflicts of interest to the General Counsel,
the General Counsel should report actual or potential conflicts of interest to
the CEO, and directors should report actual or potential conflicts of interest
to the Board of Directors. Employees, officers and directors who knowingly fail
to disclose conflicts are subject to disciplinary action, including dismissal or
removal from office.

Situations involving a conflict of interest may not always be obvious or easy to
resolve. Any questions regarding a conflict or potential conflict should be
brought to the attention of a supervisor, manager or the Legal Department.

D. TRADING ON INSIDE INFORMATION

Using material, non-public information to trade in the Company's stocks, or
providing a family member, friend or any other person with a "tip," is both
unethical and illegal. All non-public information about the Company should be
considered confidential proprietary information and should never be used for
personal gain. "Material information" is any information which could reasonably
be expected to affect the price of a stock and would be considered important by
investors in deciding whether to buy, sell or hold that stock. You should
contact the General Counsel with any questions about your ability to buy or sell
Company securities.

E. CORPORATE OPPORTUNITIES

Employees, officers and directors of the Company, are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee, officer or director may use corporate property,
information or position for personal gain, and no employee, officer or director

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may compete with the Company directly or indirectly. Employees, officers and
directors owe a duty to the Company to advance Company's legitimate interests
when the opportunity to do so arises.

Employees shall not engage in any unfair competition with the Company. For a
period of six months immediately following the termination of employment, or
such longer period as may be set out in the employee's employment, non-compete,
or separation agreement, employees shall not directly or indirectly make known
to any person, firm or corporation the names or addresses of any of the
customers or suppliers of the Company or any other information pertaining to
them; or, call on, solicit, take away or attempt to call on any of the customers
or suppliers of the Company on whom he or she called, or with whom he or she
became acquainted during their employment, either for himself or herself or for
any other person, firm or corporation.

Employees also shall not, either during their employment, or for a period of six
months after employment has terminated, or such longer period as may be set out
in the employee's employment, non-compete, or separation agreement, solicit any
of the Company's employees or consultants for a competing business or otherwise
induce or attempt to induce such employees or consultants to terminate their
employment or consultancies with the Company.

F. COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. Stealing proprietary
information, possessing trade secret information that was obtained without the
owner's consent or inducing such disclosures by past or present employees of
other companies is prohibited. Each employee should endeavor to respect the
rights of and deal fairly with the Company's customers, suppliers, competitors
and employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other intentional unfair-dealing practice.

Company personnel should not engage a competitor in discussions, agreements or
understandings concerning prices or allocations of territory, customers or
sales. In addition, Company personnel should avoid discussing with a competitor
any other agreements inhibiting free and open competition or involving tie-in
sales or reciprocal transactions without prior authorization from the Company's
Legal Department.

To maintain the Company's valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be provided in a manner to meet
our obligations to customers. All inspections and testing must be handled in
accordance with all applicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or regulations.

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G. EQUAL OPPORTUNITY AND WORKING CONDITIONS

Each of us has a fundamental responsibility to show respect and consideration to
our teammates. The diversity of the Company's employees is a tremendous asset.
We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind. All employment practices and decisions, including those involving
recruiting, hiring, transfers, promotions, compensation, benefits, discipline
and termination, will be conducted without regard to race, creed, color,
religion, national origin, sex, age, disability or marital status and will
comply with all applicable laws.

H. HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

I. RECORD MANAGEMENT/INFORMATION REPORTING

The Company requires honest and accurate recording and reporting of information
in order to make responsible and informed business decisions. All of the
Company's books, records, invoices, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. All Company business data, records and
reports must be prepared truthfully and accurately.

Each employee shall maintain accurate and fair records of his or her time
reports and expense accounts and any other Company records. No false or
artificial entries shall be made, misleading reports issued or fictitious
invoices paid or created.

Business records and communications often become public, and we must avoid
exaggeration, derogatory remarks, guesswork or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos and formal reports. Records should always be retained or
destroyed according to the Company's Record Retention Policies.

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J. CONFIDENTIALITY OF COMPANY INFORMATION AND TRADE SECRETS OF OTHERS

Persons who come into possession of Company information must safeguard the
information from the public and not intentionally or inadvertently communicate
it to any person (including family members and friends) unless the person has a
need to know the information for legitimate, Company-related reasons. This duty
of confidentiality is important both as to the Company's competitive position
and with respect to the securities laws applicable to the Company as a public
company.

Consistent with the foregoing, all Company personnel should be discrete with
respect to inside information and should not discuss it in public places. Such
information should be divulged only to persons having a need to know it in order
to carry out their legitimate job responsibilities. To avoid even the appearance
of impropriety, Company personnel should refrain from providing advice or making
recommendations regarding the purchase or sale of the Company's securities.

Confidential information related to the Company can include a variety of
materials and information regarding the ongoing operations and plans of the
Company. For example, confidential information can include:

         o        business, research and marketing information, including
                  objectives and strategies;
         o        records and databases;
         o        salary and benefits data;
         o        employee medical information;
         o        customer, employee and suppliers lists;
         o        any unpublished financial or pricing information;
         o        product development designs and other intellectual property
                  such as trade secrets, patents, trademarks and copyrights.

Confidential information will be held in the strictest confidence, and such
confidential information will not be disclosed by any employee to any third
party unless the third party has signed a nondisclosure agreement approved by
the Company's Legal Department and the specific disclosure has also been
approved by the Legal Department. The confidential information can only be
disclosed by an employee for limited purposes where the confidential information
is needed.

Company personnel must maintain the confidentiality of confidential or
proprietary information entrusted to them by the Company or others, except when
disclosure is authorized in writing by the Legal Department or required by laws
or regulations. Confidential information includes all non-public information
that might be useful to competitors or which could be harmful to the Company or
its customers or suppliers if disclosed. The obligation to preserve proprietary
and confidential information continues even after employment with the Company
ends. Employees leaving the Company must return all proprietary and confidential
information in their possession.

Company personnel must not intentionally or inadvertently breach any agreement
to keep knowledge or data in confidence or in trust prior to employment with the
Company. During employment by the Company, no confidential or proprietary
information or material belonging to any previous employer or other parties
shall be improperly used or disclosed to the Company. Employees must not bring

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onto the premises of the Company or use in the performance of his or her
responsibilities any unpublished documents or any property belonging to any
previous employer or any other person to whom the employee owes an obligation of
confidentiality unless consented to in writing by that previous employer or
person.

K. PROTECTION AND PROPER USE OF COMPANY ASSETS

No secret or unrecorded fund of Company assets or cash shall be established or
maintained for any purpose. Anyone spending or obligating Company funds should
be sure that the transaction is properly and appropriately documented, and that
the Company receives the appropriate value in return.

All employees should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Any suspected incident of theft or fraud should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

L. POLITICAL CONTRIBUTIONS AND PAYMENTS TO GOVERNMENT PERSONNEL

The Company encourages its personnel to participate in political activities on
their own time and at their own expense. Federal law and many state and local
laws prohibit corporate contributions to political parties or candidates.
Company assets, facilities and resources may not be used for political purposes
except in accordance with law and after approval by the Board of Directors.

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules.

M. QUALITY OF PUBLIC DISCLOSURES

The Company has a responsibility to communicate effectively and candidly with
stockholders and other constituencies so that they have a realistic picture of
the Company's financial condition and results of operations, as seen through the
eyes of management. The Company is committed to full, fair, accurate, timely and
understandable disclosure in its periodic reports filed with the Securities and
Exchange Commission and in its other public disclosures.

N. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

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Any waiver of this Code for directors or executive officers may be made only by
the Board of Directors or the Board committee responsible for corporate
governance matters and will be promptly disclosed as required by law or
regulation.

O. COMPLIANCE PROCEDURES

The Company recognizes the need for this Code to be applied on a consistent and
even-handed basis. The General Counsel of the Company will have primary
authority and responsibility for the enforcement of this Code, subject to the
supervision of the Board of Directors or, in the case of accounting, internal
accounting controls or auditing matters, the Audit Committee of the Board of
Directors, and the Company will devote the necessary resources to enable the
General Counsel to establish such procedures as may be reasonably necessary to
create a culture of accountability and facilitate compliance with the Code.
Questions concerning this Code should be directed to the Legal Department.

P. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are responsible for being aware of the corporate policies applicable
to their activities and to comply with them fully. Employees also have a duty to
report any apparent misconduct through appropriate management channels, or any
special and confidential reporting mechanisms which may be established within
the Company for such purposes, and to assist the Company in the prevention and
correction of such problems. Employees are encouraged to talk to supervisors,
managers or other appropriate personnel about illegal or unethical behavior
which they observe and when in doubt about the best course of action in a
particular situation. Employees who know or have good reason to believe that
other employees are engaged in conduct violating this Code should report this to
the Company. No supervisor shall retaliate against an employee, either directly
or indirectly, who in good faith and in accordance with Company procedure,
reports an act of apparent misconduct. Employees are also expected to cooperate
fully with the Company or governmental authorities in any investigation of an
alleged violation. Failure of any employee to comply with such policies will
result in disciplinary action up to and including termination.

An employee seeking further clarification or interpretation of the policies
highlighted in this Code should contact the Legal Department.

As Adopted by the Board of Directors
Caspian Services Inc., January 9, 2006

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