Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on October 23, 2009 and is effective as of October 1, 2009 (“Effective Date”), by and between:

CASPIAN SERVICES, INC., a Nevada corporation (the “Company”), and

DR. MIRGALI S. KUNAYEV, an individual residing in the city of Almaty, Republic of Kazakhstan (“Dr. Kunayev”).

PREAMBLE

With the commencement of a new fiscal year, the Company and Dr. Kunayev enter into this Agreement to replace the standard statutory employment agreement required in the Republic of Kazakhstan pursuant to which Dr. Kunayev was previously employed with the Company. Therefore, the parties hereto, intending to be legally bound, agree as follows.

AGREEMENT

1. Employment .  

Dr. Kunayev currently serves as the Chairman of the Company’s Board of Directors (“Chairman”) and hereby agrees to continue to perform all duties and accept all responsibilities incident to the position of Chairman as required by the Company’s Articles of Incorporation and Bylaws, and from time to time, as may be assigned to him by the resolution of the Board of Directors of the Company (the “Board”) for so long as he continues to serve as the Chairman, or until the expiration of the term of this Agreement, whichever shall occur earlier.  Dr. Kunayev shall devote his full time, best efforts, knowledge, and experience in discharging his duties under this Agreement.

2.Compensation .  

(a)

Salary .  During the term of this Agreement, the Company agrees to pay to Dr. Kunayev a base salary at an annual rate of Two Hundred Fifty Thousand U.S. Dollars ($250,000), payable in monthly installments in accordance with the Company’s standard payroll practice. To the extent the salary payment is being paid and received by Dr. Kunayev in the Republic of Kazakhstan, income and social taxes in the Republic of Kazakhstan will be paid by the Company.

(b)

Benefits .  Effective October 1, 2009, Dr. Kunayev shall be entitled to participate in all health insurance and life insurance benefit plans available on a general basis to the Company’s executive officers whether residents or non-residents of the Republic of Kazakhstan; provided, however, that the Company reserves the right, from time to time, to amend in any respect and to terminate all such benefit plans; and provided further that any reduction in such benefits must be applicable to all employees or a class of employees generally.

(c)

Annual bonus. Dr. Kunayev shall be eligible to receive annual bonuses during the employment period, in such amounts and at such times, if any, as may be approved by the Company’s Board in its sole discretion.  Annual bonuses, if any, shall be subject to the limitations set forth in this Employment Agreement and shall not exceed 25% of Dr. Kunayev’s annual base salary.

(d)

Expenses .  The Company will reimburse Dr. Kunayev for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses and to the Company’s requirements with respect to reporting and documentation of such expenses.

(e)

Vacation .  Dr. Kunayev shall be entitled to five (5) weeks vacation annually.  Dr. Kunayev also will be entitled to personal time on an annual basis during the term of this Agreement, as may be from time to time mutually agreed upon by Dr. Kunayev and the Board.

(f)

Company Vehicle .  The Company agrees to lease an executive class vehicle (as mutually agreed to by the Company and Dr. Kunayev) for his business use (and ancillary personal use).  The Company will cover all repairs and operating expenses of said vehicle, including the cost of liability insurance, comprehensive and collision insurance.  Upon termination of Dr. Kunayev’s employment hereunder for any reason, Dr. Kunayev shall either immediately return the vehicle to the Company or make arrangement to assume the lease. Upon request by the Company, Dr. Kunayev shall submit to the Company on a timely basis documentation which defines the percentage of Dr. Kunayev’s use of the vehicle which was for business purposes.

(g)

Administrative Staff. During performance of the his duties the Company agrees to provide Dr. Kunayev with, or reimburse reasonable expenses incurred by him not exceeding One Hundred and Twenty Thousand U.S. Dollars ($120,000) annually associated with: i) retaining a personal assistant; ii) retaining an executive secretary; iii) retaining a dedicated vehicle driver; iv) maintaining a security protocol in the Republic of Kazakhstan; and v) as approved by the Board, providing for such other administrative and logistics expenses as may be required for the purpose of effective discharge of his duties.

3. Term of Employment .

(a)

The term of this Agreement shall commence on the Effective Date and shall continue until the next election of Directors by the Company’s stockholders. Thereafter, the Agreement shall renew automatically following each election of Directors by the Company’s stockholders at which Dr. Kunayev is re-elected to the Board and appointed Chairman.

(b)

Notwithstanding the provisions of Section 3(a) of this Agreement, except for provisions which by their terms extend beyond termination of this Agreement and except following a Change of Control as defined in Section 4(b) herein, this Agreement will terminate, and all rights of Dr. Kunayev hereunder (including, without limitation, rights to any compensation or other benefits under Section 2 of this Agreement) shall cease:

i)

upon any meeting of the Company’s stockholders at which the Chairman is nominated for re-election but is not elected to serve as a director by the Company’s stockholders;

ii)

in the event Dr. Kunayev shall fail to be appointed as Chairman of the Board of Directors following an election of Directors during the term of this Agreement;

iii)

in the event Dr. Kunayev shall resign from his positions with the Company; or

iv)

in the event Dr. Kunayev shall be removed from office as a Director pursuant to a vote of the stockholders of the Company in accordance with Section 3.12 of the Company’s Bylaws.

During the term of this Agreement, the Board shall use its best efforts to nominate and recommend Dr. Kunayev for election to the Board at each meeting of stockholders at which Directors are to be elected.

(c)

Notwithstanding the provisions of Section 3(a) of this Agreement, Company may terminate this Agreement and Dr. Kunayev’s employment hereunder, at any time for Cause (as defined below) immediately and automatically upon giving Dr. Kunayev written notice of such termination.  As used in this Agreement, “Cause” shall mean any of the following events:

(i)

a material breach of this Agreement by Dr. Kunayev that is not cured by him within thirty (30) days following the date he received written notice from the Company of its intent to terminate his employment for Cause as a result of such material breach;

(ii)

Dr. Kunayev’scommission of any act involving dishonesty or fraud or conduct, which brings the Company into public disgrace or disrepute in any respect, including but not limited to acts of dishonesty or fraud, commission of a felony or a crime of moral turpitude; or

(iii)

gross negligence or willful misconduct by Dr. Kunayev with respect to business affairs of the Company that is directly or materially harmful to the business or reputation of the Company or any subsidiary of the Company.

If this Agreement, and Dr. Kunayev’s employment hereunder, is terminated for Cause pursuant to the provisions of this Section 3(c) or Section 3(b)(iii) above, all rights of Dr. Kunayev under this Agreement (including, without limitation, rights to any compensation or other benefits under Section 2 of this Agreement) shall cease as of the effective date of such termination.

(d)

Notwithstanding the provisions of Section 3(a) of this Agreement, except for provisions which by their terms extend beyond termination of this Agreement, this Agreement shall terminate automatically upon Dr. Kunayev’s voluntary termination of employment (other than in accordance with Section 4 of this Agreement), his decision to retire or otherwise not stand for re-election, his death, his removal by vote of the Company’s stockholders or his failure to be re-elected by the Company’s stockholders and all his rights hereunder (including, without limitation, rights to any compensation or other benefits under Section 2 of this Agreement) shall cease as of the date of such voluntary termination, retirement or decision not to stand for re-election at Dr. Kunayev’s election, his failure to be re-elected, or his death; provided, however, that, if Dr. Kunayev dies after he delivers a Notice of Termination (as defined in Section 4(a) of this Agreement), the provisions of Section 16(b) of this Agreement shall apply.  Dr. Kunayev shall provide to Company not less than thirty (30) days prior written notice of his voluntary termination of employment (other than in accordance with Section 3 (a) and Section 4 of this Agreement) or retirement.

(e)

Notwithstanding the provisions of Section 3(a) of this Agreement, except for provisions which by their terms extend beyond termination of this Agreement, this Agreement and Dr. Kunayev’s employment hereunder shall terminate automatically upon Dr. Kunayev’s Disability and all of his rights under this Agreement (including, without limitation, rights to any compensation or other benefits under Section 2 of this Agreement) shall cease as of the date of such termination; provided, however, that, if he becomes Disabled after he delivers a Notice of Termination (as defined in Section 5(a) of this Agreement), Dr. Kunayev shall nevertheless be absolutely entitled to receive all of the compensation and benefits provided for in, and for the term set forth in, Section 6 of this Agreement.  For purposes of this Agreement, “Disability” shall mean a mental or physical disability, illness or incapacity of Dr. Kunayev