Exhibit 10-b


    
      

      

    

    

      AMENDMENT
        NO. 1

      TO

      SHARE
        EXCHANGE AGREEMENT

      


      AMENDMENT
        dated May 9, 2006 to AGREEMENT
        dated
        February 23, 2006 by and among CRSI GROUP, INC., a Florida corporation
        (hereinafter referred to as "CRSI") and the individual signatories to this
        agreement, being all of the shareholders of SCIENTIFIC INDUSTRIAL FIRM DANK
        LLC.
        , CENTRAL GEOPHYSICAL EXPEDITION LLC. and A-FIDAN, LLC., each a limited
        liability company organized under the laws of the Republic of Kazakhstan
        (all of
        said shareholders being hereinafter referred to collectively as the " EXCHANGING
        SHAREHOLDERS").

      


      WHEREAS,
        CRSI
        and the EXCHANGING SHAREHOLDERS are parties to a Share Exchange Agreement
        dated
        February 23, 2006, which contemplates the acquisition by CRSI of SCIENTIFIC
        INDUSTRIAL FIRM DANK LLC., CENTRAL GEOPHYSICAL EXPEDITION LLC. and A-FIDAN,
        LLC.; and

      


      WHEREAS,
        CRSI
        and the EXCHANGING SHAREHOLDERS wish to modify the terms of the Share Exchange
        Agreement as set forth herein. 

      


      NOW,
        THEREFORE,
        it is
        agreed:

      


      1.   Modifications.
        The
        Share Exchange Agreement is hereby modified as follows:

      


      A.   Section
        2(c).
        Section
        2(c) of the Share Exchange Agreement is hereby eliminated, and the following
        is
        inserted in lieu thereof:

      


      
        	 	
                c.

              	
                On
                  the Closing Date, CRSI shall issue to the EXCHANGING SHAREHOLDERS
                  a total
                  of fifty-four million (54,000,000) shares of CRSI common stock.
                  The shares
                  will be allocated among the EXCHANGING SHAREHOLDERS in proportion
                  to the
                  relative interests of the EXCHANGING SHAREHOLDERS in the BV-Corp,
                  as set
                  forth on Schedule 2(a) hereto. No fractional shares will be issued;
                  in
                  lieu thereof, the number of shares issued to each EXCHANGING SHAREHOLDER
                  will be rounded up to the next whole share. CRSI warrants that
                  the common
                  stock, when so issued, will be duly authorized, fully paid and
                  non-assessable.

              


      

      


      B.   Section
        5(b).
        Section
        5(b) of the Share Exchange Agreement is hereby eliminated, and the following
        is
        inserted in lieu thereof:

      


      
        	 	
                b.

              	
                Capitalization.
                  CRSI's entire authorized capital stock consists of 200,000,000
                  shares of
                  common stock, no par value, and 5,000,000 shares of preferred stock,
                  no
                  par value. On the Closing Date there will be 8,000,000 shares of
                  CRSI
                  Common Stock issued and outstanding. There are no other voting
                  or equity
                  securities outstanding, and no outstanding subscriptions, warrants,
                  calls,
                  options, rights, commitments or agreements by which CRSI is bound,
                  calling
                  for the issuance of any additional shares of common stock or preferred
                  stock or any other voting or equity security.


              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      C.   Section
        7(a)(C).
        Section
        7(a)(C) of the Share Exchange Agreement is hereby eliminated, and the following
        is inserted in lieu thereof:

      


      (C)
        The
        total outstanding capital stock of CRSI shall consist of 8,000,000 shares
        of
        common stock, and there shall be outstanding no rights, warrants, options
        or
        securities convertible into common stock of CRSI.

      


      D.   Section
        8(b)(A).
        Section
        8(b)(A) of the Share Exchange Agreement is hereby eliminated, and the following
        is inserted in lieu thereof:

      


      A.
        Certificates for fifty-four million (54,000,000) shares of CRSI common stock
        in
        the names and individual quantities specified on Schedule 2a
        hereto.

      


      2.   Full
        Force and Effect.
        All
        other terms and conditions of the Share Exchange Agreement shall remain in
        full
        force and effect.

      


      IN
        WITNESS WHEREOF, the parties hereto have set their hands as of the date and
        year
        written on the first page.

      


      CRSI
        GROUP, INC.

      


      By:
        /s/
        Jeremy Feakins

      Jeremy
        Feakins, President

      


      SCIENTIFIC
        INDUSTRIAL FIRM DANK LLC. SHAREHOLDERS:

      


      /s/
        /s/
        Nurlan S. Janseitov

      Nurlan
        S.
        Janseitov

      


      CENTRAL
        GEOPHYSICAL EXPEDITION LLC. SHAREHOLDERS:

      


      /s/
        Nurlan S. Janseitov

      Nurlan
        S.
        Janseitov

      


      A-FIDAN
        LLC. SHAREHOLDERS:

      


      PR-Alpec
        LLC

      


      By:
        /s/
        Reva Klara

      Reva
        Klara, Director

       

       

       

       

       

       

       

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