WARRANT AGENCY AGREEMENT

WARRANT AGENCY AGREEMENT

THIS WARRANT AGREEMENT (the “Agreement”) is dated as of the 30 ^th day of July, 2007, between Caspian Services, Inc., a Nevada corporation, (hereinafter called the “Company”) and Interwest Transfer Company, Inc., (hereinafter called “Warrant Agent”).

W I T N E S S E T H

WHEREAS, the Company proposes to issue and sell in a private placement (the “Offering”) a minimum of 2,800,000 Units and a maximum of 5,560,000 Units; each Unit consisting of three shares of restricted Common Stock with one warrant redeemable within three years of the date of issuance to purchase one share of Common Stock at a price of $4.00 per share (the “Warrants”). The Warrants are subject to certain limitations and restrictions as set forth in this Agreement;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;

NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, it is agreed as follows:

The Company hereby appoints the Warrant Agent to act as agent for the Company in connection and accordance with this Agreement, and the Warrant Agent hereby accepts the appointment.

The text of the Warrant and the form of election to purchase shares to be printed on the reverse thereof shall be substantially as set forth respectively in Exhibit A hereto. The number of shares issuable upon exercise of the Warrants is subject to adjustment on the occurrence of certain events, as described herein. The Warrants shall be executed on behalf of the Company by a manual or facsimile signature of the present or future president, chief executive officer or vice president of the Company, under its corporate seal affixed or in facsimile, and attested to by the secretary or an assistant secretary.

Warrants shall be dated as of the closing date of the Private Offering commenced on May 21, 2007 (the “Effective Date”).

Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof. The Warrants shall be countersigned manually or by facsimile by the Warrant Agent (or by any successor to the Warrant Agent then serving under this Agreement), and shall not be valid for any purpose unless so countersigned. Warrants may be so countersigned by the Warrant Agent notwithstanding that the person whose manual or facsimile signature appears thereon as the proper officers of the Company have ceased to be such officers at the time of such countersignature and delivery.

SECTION 4. Transfers and Exchanges.

The Warrant Agent shall not permit the transfer of any Warrant unless authorized in writing by the Company. Warrants which have been canceled shall be delivered upon request by the Warrant Agent to the Company. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant or Warrants of different denominations, of like tenor, and representing in the aggregate the right to purchase a like number of shares of Common Stock.

SECTION 5. Exercise of Warrants.

Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified check to the order of the Company. Warrants may be exercised for a period of three years beginning at the Closing of the Offering, provided that the transaction is registered under the Securities Act of 1933 or is exempt from such registration. Warrant Agent shall submit each request to exercise by Warrant Holders to the Company to determine whether there is an applicable registration or exemption from such registration for the exercise of the warrant. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant Price, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of surrender of the Warrants, and the payment of the Warrant Price; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon

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the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date of which such books shall be opened, whether before, on, or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Company shall have no obligation or duty to deliver any certificate for such shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no tax or charge is due.

SECTION 6. Call Provision.

(a) Subject to the provisions of clause (b) below, in the event that the closing sales price of a share of Common Stock as traded on the most senior exchange or quotation medium where the shares are quoted equals or exceeds $8.00 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) for at least five consecutive trading days, the Company, upon 30 days prior written notice (the “Notice Period”) given to the Warrantholder, shall have the right to call some or all of the then outstanding Warrants at a redemption price equal to $0.001 per share of Common Stock then purchasable pursuant to the outstanding Warrants. Notwithstanding any such notice by the Company, the Warrantholder shall have the right to exercise any Warrants prior to the end of the Notice Period.

(b) In connection with any transfer or exchange of less than all of the Warrants, the transferring Warrantholder shall deliver to the Warrant Agent an agreement or instrument executed by the transferring Warrantholder and the new Warrantholder allocating between them on whatever basis they may determine in their sole discretion any subsequent call of this Warrant by the Company, such that after giving effect to such transfer the Company shall have the right to call the same number of Warrants that it would have had if the transfer or exchange had not occurred.

SECTION 7. Replacement of Warrant.

Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of a lost instrument bond (open penalty) satisfactory to the Company

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and Warrant Agent, or (in the case of mutilation) upon surrender and cancellation of the mutilated Warrant, the Company will execute and the Transfer Agent will countersign and deliver, in lieu thereof, a new Warrant of like tenor.

SECTION 8. Reservation of Common Stock.

The Company has reserved and shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the purchase price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Common Stock and with every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time such Transfer Agent for stock certificates required to honor outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be required to be paid if the Company elects not to issue fractional shares under Section 11 hereof. Any Warrant certificates surrendered in the exercise of the rights thereby evidenced shall be canceled by the Warrant Agent and shall thereafter be delivered to the Company, and such canceled Warrants shall constitute sufficient evidence of the number of shares of Common Stock which have been issued upon the exercise of such Warrants. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the total aggregate amount of Warrants then outstanding.

SECTION 9. Warrant Price.

The Warrant price at which Common Stock shall be purchasable shall be $4.00 per share at any time during the period commencing at the closing date of the Offering commenced on May 21, 2007 and until three years after the closing date of the private offering. The Company will confirm the expiration date of each warrant to the Warrant Agent.

SECTION 10. Protection Against Dilution.

In case the Company shall at any time, or from time to time, after the Effective Date subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, the exercise price of the Warrants in effect immediately prior to the subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in Common Stock, and each share of Common Stock purchasable upon exercise of each Warrant shall be changed to the number determined by dividing the then current

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