CONVERTIBLE NOTE
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$15,000,000
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As of September 3, 2008
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FOR VALUE RECEIVED, Caspian Services
Inc., a Nevada corporation (the “ Borrower ”),
hereby promises to pay to Great Circle Energy Services LLC, a
Delaware limited liability company, or its permitted assigns (the
“ Lender ”), in lawful money of the United
States of America in immediately available funds, at the
Lender’s office initially located at One Atlantic Street,
Stamford, Connecticut 06901, on the Final Repayment Date (as
defined in the Agreement (as defined below)) the principal sum of
FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the unpaid
principal amount of all Loans (as defined in the Agreement) made by
the Lender pursuant to the Agreement, payable at such times and in
such amounts as are specified in the Agreement.
The Borrower also promises to pay
interest on the unpaid principal amount of each Loan made by the
Lender in like money at said office from the date hereof or the
date of the borrowing thereof, whichever is later, until paid at
the rates and at the times provided in Clauses 4 and 5of the
Agreement.
The holder of this Note is hereby
authorized to record the date and amount of each Loan made by the
Lender pursuant to the Agreement, the date and amount of each
payment or prepayment of principal thereof (if consented to by the
Lender as set forth in the Agreement), the date and amount of each
payment and/or capitalization of interest thereon, the date and
amount of any conversion of principal and/or capitalized interest
thereon, and the due date of such Loan on the schedule annexed
hereto and made a part hereof, or on a continuation thereof which
shall be a
