Summary of BMB MUNAI INC - Yahoo! Finance

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On September 16, 2008, BMB Munai, Inc. (the "Company") entered into a Revised Consulting Agreement, dated September 16, 2008, between BMB Munai, Inc., and Caspian Energy Consulting Ltd. (the "Revised Agreement"). The Agreement revises and amends the Consulting Agreement, dated November 19, 2007, between BMB Munai, Inc., and Caspian Energy Consulting Ltd. (the "Original Agreement.")

In April 2008 the Republic of Kazakhstan announced its intention to impose a new export duty upon oil exploration and production companies. The Company became subject to the new export duty in June 2008. The imposition of the export duty altered the economic benefit of the services to be rendered by Caspian Energy. Therefore the Company and Caspian Energy mutually agreed to revise the Original Agreement to reflect the impacts of the change in value of the services to be rendered to the Company.

The Original Agreement provided that Caspian Energy would be compensated for certain services rendered as follows:

    Х         in the event Caspian Energy is successful in negotiating a term
              extension of the Company's existing exploration contract and any
              new Project, consistent with the terms of the Agreement, the
              Company will issue 500,000 shares of its common stock to Caspian
              Energy for each year of the extension. The shares will not be
              deemed to be fully earned until receipt of a commercial production
              contract by the Company covering the Project or a change in
              control of the Company, whichever shall first occur.

    Х         upon the execution and delivery of an exploration contract or
              extension to the existing territory of the exploration contract of
              the Company, on terms acceptable to the Company, Caspian Energy
              shall be paid USD 4,000,000.

    Х         Caspian Energy will also be paid a success fee in cash or common
              stock for resources and reserves associated with any Project
              acquired by the Company following completion of 3D seismic studies
              and a resource/reserve report by a qualified independent petroleum
              engineer. In no event will the total maximum success fee exceed
              USD 25,000,000. If shares are issued to pay the success fee,
              shares will be valued at the then current market price.

The Revised Agreement provides that Caspian Energy will be compensated for certain services as follows:

Compensation for Exploration Contract Term Extension

    Х         As disclosed in a Current Report of the Company filed on June 25,
              2008, in June 2008 the Company was granted an extension of the term
              of the exploration stage of its exploration contract from July 9,
              2009 to January 19, 2013. In exchange for the extension, Caspian
              Energy will receive 1,250,000 shares of restricted Company common
              stock, a reduction of 500,000 shares from the Original Agreement. The
              shares will be issued as soon as reasonably practicable after
              execution of the Revised Agreement and will be deemed fully earned
              and vested upon delivery. Caspian Energy is entitled to no other
              compensation in connection with the contract extension.

  Compensation for Territory Extension



    Х         Upon the execution and delivery of an exploration contract for a
              new property or expansion of the Company's existing exploration
              contract to incorporate additional contiguous territory (an
              "Acquisition") on terms acceptable to the Company, Caspian Energy
              shall be paid a cash payment of USD 4,000,000 according to the
              following schedule:
              (i)     $1,000,000 shall be paid on the effective date of an
                      Acquisition by the Company ("Closing Date");
              (ii)    $1,000,000 shall be paid on the date six months after the
                      Closing Date; and
              (iii)   $2,000,000 shall be paid on the date twelve months after
                      the Closing Date.

    Х         Caspian Energy will also be paid a share payment in restricted
              common stock for resources and reserves associated with any
              Acquisition. The value of the Acquisition property will be
              determined by reference to a 3D seismic study and a
              resource/reserve report by a qualified independent petroleum
              engineer acceptable to the Company. The acquisition value
              ("Acquisition Value") will be equal to the total barrels of
              resources and reserves, as defined and determined by the

engineering report multiplied by the following values:
(i) Resources at $.50 per barrel;
(ii) Probable reserves at $1.00 per barrel; and
(iii) Proved reserve at $2.00 per barrel.

              The number of shares to be issued to Caspian Energy shall be the
              Acquisition Value divided by the higher of $6.50 or the average
              closing price of the Company's trading shares for the five trading
              days prior to the issuance of the reserve/resource report,
              provided that in no event shall the total number of shares
              issuable to Caspian Energy exceed more than a total of 4,000,000
              shares.

    Х         Notwithstanding the foregoing, in the event that an Acquisition is
              made with the ROK and the ROK charges any signing bonus or other
              upfront charge to the Company then the compensation payable to
              Caspian Energy shall be reduced by the amount of the signing bonus
              or other upfront charge to the Company. All amounts charged for
              signing bonus or other upfront charges shall be credited against
              the compensation payable to Caspian Energy, as it becomes payable.

The description of Revised Agreement and how it differs from the Original Agreement in this Current Report is only a summary and is qualified in its entirety by reference to the terms of Revised Agreement, a copy of which is attached as an exhibit to this Current Report. A copy of the Original Agreement is filed as an exhibit to the Current Report of the Company on Form 8-K filed with the U.S. Securities and Exchange Commission on November 21, 2007.

Except in connection with services rendered pursuant to the Original Agreement, neither the Company, nor any of its affiliates has a material relationship with Caspian Energy Consulting Ltd.

As disclosed in the Current Report of the Company on Form 8-K filed with the U.S. Securities and Exchange Commission on April 5, 2007, certain Company officers, employees and outside consultant were awarded restricted stock grant in an aggregate amount of 950,000 shares on March 30, 2007. These grants provided that they would vest to the grantees at such time as either of the following events occurred:

    Х         the Company enters commercial production and is granted a
              commercial production license from the Republic of Kazakhstan; or

    Х         the occurrence of an Extraordinary Event, as defined in the
              restricted stock agreement.

At the time the grants were made, it was anticipated that the grants would vest no later than July 9, 2009, the date the exploration stage of the Company's exploration contract was scheduled to terminate. At the recommendation of the Compensation Committee, on September 11, 2008, the board of directors of the Company approved a change to the vesting conditions of the stock grants. The grants will now vest on the earlier of July 9, 2009 and the occurrence of an Extraordinary Event.