ADDENDUM # __ TO THE EMPLOYMENT AGREEMENT

Exhibit 10.1

ADDENDUM # __

TO THE EMPLOYMENT AGREEMENT

DATED ________

BETWEEN CASPIAN SERVICES, INC. AND ________

This Addendum # __ dated August __, 2009 (“Addendum # __) is made between CASPIAN SERVICES, INC., a Nevada registered corporation (the “Company” or the “Employer”) and _______ (the “Executive Employee” or the “Employee”) with the intention to modify the terms and conditions of the Employment Agreement dated _____ between the Company and the Executive Employee.

RECITALS

(A)      The Company and the Executive Employee entered into Employment Agreement, dated ____________ (that subsequently been replaced with the Employment Agreement dated __________ ) (the “Employment Agreement”) as amended in accordance with the Addendum # ___, dated April 28, 2008; and

(B)      In consideration of the Company making a one time payment to the Executive Employee in equivalent of the three month base salary or __________ USD the Executive Employee hereby agrees to amend the Employment Agreement as set forth in this Addendum # ____:

1.           Effective, for the limited period starting, ___________ and ending July 31, 2009the “ Stock Option Grant ” section of the Employment Agreement as Amended by the Addendum # 1 and re-titled “ Other Compensation Entitlements” shall also be amended by deleting in its entirety and replacing it with the following:

“The number of mandatory stock options to be issued annually (on December 31 of each year following the first full year of employment) to Executive Employee shall be equal to the amount of the Executive Employee’s annual base salary divided by the closing market price of the Company’s common stock on the date of the grant. The exercise (or grant) price of the options shall be equal to the closing market price of the Company’s common stock on the date of such grant.

Unless provided otherwise in the Notice of Stock Option Grant or other award grant, and accepted by the Executive Employee, options or other equity awards vest over three years, exercisable within five years of full vesting.

In lieu of any mandatory stock option grant to which the Executive Employee may become entitled