Exhibit 10-d


    
      

      

    

    


    


    


    March
      1,
      2006

    


    


    Mr.
      Denis
      J. Fitzpatrick

    6202
      Chestnut Peak Court

    Kingwood,
      Texas 77345

    


    Dear
      Denis:

    


    As
      you
      are aware, my associate, Mr. Timur Bergaliyev, and I (the “Exchanging
      Shareholders”), have entered into an agreement with CRSI Group, Inc., a
      publicly-traded Florida corporation (“CRSI”), to merge our companies, Scientific
      Industrial Firm DANK LLC, Central Geophysical Expedition LLC, and A-Fidan,
      LLC
      (collectively the “Operating Companies”), into CRSI (the “Merger”). The Merger
      is expected to close on May 31, 2006 (the “Closing Date”). Prior to the Closing
      Date, the Exchanging Shareholders will organize a company under the laws of
      the
      Netherlands (the “BV-Corp”) which, prior to the Closing Date, will own 95% of
      the equity in the Operating Companies. On the Closing Date, the Exchanging
      Shareholders shall receive, in direct proportion to their relative interests
      in
      the BV-Corp, the majority of the issued and outstanding common stock of CRSI
      (the “Merger Shares”) and will become the majority shareholders of CRSI. I will
      become CRSI’s Chairman and Chief Executive Officer. As soon as practicable on or
      after the Closing Date, we plan to change the name of CRSI to Caspian
      International Oil Corporation (“CIOC” or the “Company”).

    


    


    I
      have
      attached a form of a letter (“Attachment A”) that details the terms of your
      employment with CRSI as Executive Vice President, Chief Financial Officer,
      and
      Corporate Secretary. We will cause CRSI to enter into this letter agreement
      with
      you on the Closing Date.

    


    We
      believe that it is critical that your objectives and ours are mutually aligned
      if we are to work so closely together. Therefore, in order to properly align
      your objectives and future benefits with ours, the Exchanging Shareholders
      and
      CRSI, respectively, hereby agree to transfer to you or your designee 30,000
      shares of the BV-Corp (the “Incentive Shares”) and to award you [options or
      SARS] to purchase 300,000 shares of CRSI common stock (the “Incentive Options”
[“SARS”]). One-third of the Incentive Options [SARs] shall vest on each
      anniversary date of the Effective Date and shall be exercisable at a price
      of
      $0.65 per share.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    The
      Incentive Shares certificate(s) will be issued and transferred as soon as
      practicable, but in no event later than the Closing Date and the Incentive
      Option (SARS) Agreements will be delivered to you shortly after the Closing
      Date. As a result of your ownership in the BV-Corp, it is contemplated that
      on
      the Closing Date, you or your designee will directly receive your proportionate
      interest in and distribution of the Merger Shares. In the event the parties
      to
      the Merger decide not to close, your legal right to the Incentive Shares and
      Incentive Options [SARS] terminates and you or your designee agrees to return
      the Incentive Shares certificate(s) immediately upon such termination.


    


    If
      the
      foregoing is acceptable to you, please sign below. On behalf of the Exchanging
      Shareholders and CRSI

    


    Very
      truly yours,

    


    


    /s/
      Nurlan Janseitov

    Nurlan
      Janseitov 

    


    


    


    


    ACCEPTED
      and AGREED this

    


    1st
      day
      of March, 2006

    


    


    


    /s/
      Denis
      Fitzpatrick

    Denis
      J.
      Fitzpatrick

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    


    ATTACHMENT
      A

    


    


     

    


    


    August
      10, 2006

    


    


    Mr.
      Denis
      J. Fitzpatrick

    6202
      Chestnut Peak Court

    Kingwood,
      Texas 77345

    


    Dear
      Denis:

    


    


    This
      letter will evidence our agreement (“Agreement”) in connection with your
      employment by CRSI Group, Inc. (the “Company” or “CRSI”). The terms and
      conditions of your employment with CRSI are outlined below:

    


    1.    Position: You
      will
      be employed as Executive Vice President, Chief Financial Officer and Corporate
      Secretary of CRSI and all of its subsidiaries and report directly to the
      principal executive officer of CRSI The term of your employment shall begin
      on
      the Effective Date. 

    


    2.    Effective
      Date: This
      Agreement shall be effective on the Closing Date (the “Effective
      Date”).

    


    3.    Location: Your
      principal office shall be located in CRSI’s corporate office in Houston, Texas.


    


    4.    Duties
      and Responsibilities: 

    


    (a)    As
      Executive Vice President, Chief Financial Officer and Corporate Secretary of
      CRSI, you will be the Company’s principal financial and accounting officer with
      responsibility for the general supervision, management, direction and control
      of
      all the financial, legal, and investor relations operations of CRSI and its
      subsidiaries. You will also act as the Corporate Secretary of the Corporation
      and all of its subsidiaries, performing those functions typically performed
      by a
      Corporate Secretary. 

     

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    (b)    During
      the term of your employment under this Agreement, you shall devote your full
      time and attention to execution of your duties and responsibilities hereunder.
      The foregoing notwithstanding, the parties recognize and agree that you may
      hold
      a seat on the Board of Directors of one or more other companies, engage in
      passive personal investments and in other business, industry, civic and
      charitable activities that do not conflict with the business affairs of CRSI
      or
      interfere with your performance of your duties and responsibilities hereunder.
      We also recognize and agree that during the first 120 days of your employment
      you may address certain duties and obligations remaining to be performed related
      to your former employer that are not expected to conflict or interfere with
      the
      performance of your duties and responsibilities hereunder and that, on occasion,
      may require your attention. 

     

    4.    Salary: Your
      initial base annual salary shall be $170,000 per year (the “Base Rate”). Such
      salary shall be paid in 26 equal semi-monthly periods in accordance with CRSI’s
      payroll practices.

    


    5.    Incentive
      Payments: You
      will
      from time to time be entitled to receive shares of CRSI Common Stock, SARs
      and/or stock options to purchase shares of CRSI Common Stock, as well as other
      incentives as may be determined by CRSI’s Board of Directors. 

     

    With
      respect to any plan (“Plan”) under which you are granted shares of CRSI common
      stock, SARs or options to purchase shares of CRSI common stock reserved there
      under at any time when such stock is publicly traded on (i) the Pink Sheets
      (ii)
      a national securities exchange on which the shares are listed or (iii) over
      the
      counter on an established market, prior to such time as shares or options
      granted to you under the Plan are first exercisable, CRSI shall register the
      interests in the Plan and the shares of CRSI’s common stock reserved there under
      all applicable securities laws.

    


    7.    Annual
      Bonus: You
      will
      be entitled to annual bonuses consisting of cash, stock, options, and/or SARs
      based upon your performance and CRSI’s overall achievement of its corporate
      goals. The award and amount of such bonus shall be determined at the discretion
      of and upon the recommendation of CRSI’s Board of Directors.

    


    8.    Benefits: 
      CRSI
      will require and provide you with an annual physical exam and a $
      500,000
      Term Life Insurance Policy and will pay the standard annual premium for said
      policy based on a healthy non-smoker male of your age. . In addition, CRSI
      will
      include you and your spouse in the Company’s medical and dental health insurance
      plan which shall be established and approved by the Company’s Board of
      Directors.
      To the
      extent you and/or your spouse cannot be directly covered by CRSI’s insurance
      plan, CRSI shall pay you an equivalent amount in cash for the period you are
      not
      so covered. Additionally, you will be entitled to all other benefits that are
      made available to senior executives of CRSI, including the right to participate
      in a CRSI 401(K) Retirement Savings Plan or other similar Plan, but subject
      to
      any applicable eligibility requirements. You will be entitled to 3 weeks
      vacation time for each year of your employment during the first five (5) years
      of your employment and 4 weeks of vacation for each year thereafter. The Company
      will provide you with a leased automobile, or at your option, you may elect
      to
      receive a car allowance of $500 per month. You will be allowed to travel
      business class for all flights over four (4) hours in length. You will be
      reimbursed promptly for all reasonable out of pocket expenses that you incur
      in
      connection with your employment.

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    9.    Executive
      Kidnapping and Medical Evacuation Program(s):
      The
      Company will provide Executive Kidnapping and Medical Evacuation Program(s)
      under which you will be provided coverage subject to policies approved by the
      Board.

    


    10.     
        Term
      of Employment:
      The term
      of your employment shall be for a period of three (3) years from the Effective
      Date (the “Term”), which Term shall be automatically renewed and extended for
      successive periods of one (1) year each commencing on the anniversary of the
      Effective Date and on each successive one (1) year anniversary thereafter
      (“Renewal Term”) unless either party gives the other notice of termination at
      least one hundred twenty (120) days prior to the end of the Term or any Renewal
      Term. In such event, your employment will terminate at the end of the Term
      or
      Renewal Term during which such notice was given. CRSI may not terminate your
      employment during the Term or any Renewal Term, other than for cause. As used
      herein, “cause” means (i) acts and/or omissions, or a course of conduct
      that constitute gross negligence or willful neglect in the performance of your
      duties and responsibilities that continue for 30 days after written notice
      from
      CRSI, (ii) drug abuse, (iii) final conviction of a felony, other than
      traffic offenses which do not bring you or CRSI into disgrace or disrepute,
      (iv)
      any act of embezzlement, conversion of goods or services, or fraud with respect
      to CRSI, or (v) your breach of this Agreement which continues for 30 days after
      written notice from CRSI.

    


    Should
      CRSI terminate your employment for cause, no notice will be required and all
      of
      your non-vested shares and options will terminate immediately. Should CRSI
      elect
      not to renew your contract after the Term or any Renewal Term, then you shall
      keep the vested portion of your restricted stock, SARs, and/or options and
      the
      unvested portion will expire immediately. Should you decide to resign your
      position at any time during your employment, then you will keep any vested
      portion of your shares, SARs, and options and the non-vested portions of your
      shares, SARs, and options will terminate immediately. In each and every case,
      all vested shares and options shall be non-forfeitable and shall retain their
      original expiration date.

    


    11. 
        Change
      of Control: The
      Change of Control Provision is outlined in Exhibit (A) attached hereto shall
      be
      applicable to you (“the Officer”) so long as you are employed by CRSI (the
“Company”).

    


    12. 
        Severance
      Pay: If
      your
      employment is terminated without cause, all unvested shares, SARs, and/or
      options will vest immediately and, in addition to payment of your full salary
      and payment by CRSI of medical insurance premiums through the Term or Renewal
      Term, you will be entitled to one-twelfth (1/12) of the Base Rate as a severance
      payment for each full or prorated year of employment. The aggregate amount
      of
      such payments shall be considered as “liquidated damages” and, other than a
      Change of Control Payment or other separate agreement between you and CRSI,
      the
      Company shall have no further obligation to you.

     

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    13. 
        Ownership
      of Information: All
      documents, drawings, memoranda, notes, records, file correspondence, manuals,
      models, specifications, computer programs, E-mail, voice mail, electronic
      databases, maps, and all other writings or materials of any type embodying
      any
      information pertaining to the business of CRSI which you have developed,
      utilized or had access to during your employment with CRSI, are and shall be
      the
      sole and exclusive property of CRSI. Upon termination of your employment by
      CRSI, for any reason, you shall promptly deliver this property and all copies
      to
      thereof to CRSI.

    


    14. 
        Non-Solicitation: During
      the term of your employment and for a period of two (2) years thereafter, you
      will not, directly or indirectly, solicit or contact any employee of CRSI,
      with
      a view to inducing or encouraging such employee to leave the employ of CRSI
      for
      the purpose of being hired by you, an employer affiliated with you or any
      competitor of CRSI.

    


    15. 
        D&O
      Insurance and Indemnification:
      The
      Company shall purchase a Director’s and Officer’s Insurance Policy, the terms of
      which shall be approved by the Board, which will provide you with Director’s and
      Officer’s Insurance necessary
      to protect you from any and all expenses, obligations, liabilities, actions,
      suits or proceedings that may occur as the result of your employment by the
      Company. In addition, if at any time, you are a party or are threatened to
      be
      made a party to any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative, by reason of the
      fact
      that you are or were a director, officer, employee or agent of CRSI and/or
      any
      of its affiliates, or are or were serving at the request of CRSI as a director,
      officer, director, employee or agent of any other corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise, CRSI shall
      indemnify you and hold you harmless against expenses (including court costs
      and
      reasonable attorney’s fees), judgments, fines, penalties, amounts paid in
      settlement and any other liabilities actually and reasonably incurred by you
      in
      connection with such action, suit or proceeding to the full extent permitted
      by
      law. Expenses (including court costs and reasonable attorneys’ fees) incurred by
      you in appearing at, participating in, or defending any threatened, pending
      or
      completed action, suit or proceeding whether civil, criminal, administrative
      or
      investigative, shall be paid by CRSI at reasonable intervals in advance of
      the
      final disposition of such action, suit or proceeding promptly following receipt
      of your written claim that shall be filed in accordance with CRSI’s
      reimbursement policy as in effect from time to time. The indemnification
      provided under this Section 15 shall apply whether or not the negligence of
      any
      party is alleged or proved.

    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    16. 
        Miscellaneous:
      All
      payments required to be made by CRSI hereunder shall be subject to withholding
      of such amounts as CRSI may reasonably determine is should withhold pursuant
      to
      any applicable law or regulation. This agreement is binding upon, and shall
      inure to the benefit of, the parties hereto and their respective successors,
      heirs, administrators, executors and assigns.

    


    This
      agreement contains the entire agreement between the parties concerning the
      subject matter hereof and may not be amended or modified except by a writing
      signed by both parties.

    


    Should
      one party waive compliance by the other party to any term or provision of this
      agreement, such waiver shall be limited to the facts or circumstances giving
      rise to the noncompliance and shall not be deemed either a general waiver or
      modification with respect to the term or provision, or part thereof, being
      waived, or as to any other term or provision of this agreement, nor shall it
      be
      deemed a waiver of compliance with respect to any other facts or circumstances
      then or thereafter occurring. Any notice given hereunder shall be in writing
      and
      shall be deemed given when delivered personally or by courier, or five (5)
      days
      after being mailed, certified or registered mail, duly addressed to the party
      concerned at the address such other party shall provide. In the event that
      any
      provision or portion of this agreement shall be determined to be invalid or
      unenforceable for any reason, the remaining provisions or portions of this
      agreement shall be unaffected thereby and shall remain in full force and effect
      to the fullest extent permitted by law. The respective rights and obligations
      of
      the parties shall survive any termination of this agreement to the extent
      necessary to preserve such rights and obligations.

    


    17. 
        Applicable
      Law: This
      Agreement is entered into under, and shall be governed for all purposes by
      the
      laws of the State of Texas.

    


    18. 
        Counterparts:
      This
      Agreement may be executed in one or more counterparts.

    


    


    


    


    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    If
      the
      foregoing is acceptable to you, please sign below.

    


    Very
      truly yours,

    


    


    /s/
      Nurlan Janseitov

    Nurlan
      Janseitov 

    Chairman
      of the Board 

    CRSI
      Group, Inc.

    


    


    ACCEPTED
      and AGREED this

    


    10th
      day
      of August, 2006

    


    


    /s/
      Denis
      J. Fitzpatrick

    Denis
      J.
      Fitzpatrick

    


    


    


    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    EXHIBIT
      (A)

    


    Change
      In Control

    


    If,
      within three (3) months following the occurrence of a Change in Control (as
      defined below), the Officer elects to terminate his employment with the Company
      because he is no longer functioning in the respective capacity within the
      Company or its successor(s), in which he was functioning prior to the Change
      in
      Control or, has had his salary or benefits reduced, or the location of his
      principal office moved in excess of 60 miles from his prior office location,
      then, in lieu of any severance payments hereunder, the Company shall (1) pay
      to
      the Officer, within 10 days after his election, a lump sum cash payment in
      an
      amount equal to the Change in Control Payment (as defined below), which payment
      shall be considered as “liquidated damages” and (2) provide the Officer with
      Change in Control Benefits (as defined below). If the Officer’s employment is
      terminated prior to the date he elects to terminate but it is reasonably
      demonstrated that such termination (a) was at the request of a third party
      who
      has taken steps reasonably calculated to effect a Change in Control or (b)
      otherwise arose in connection with or in anticipation of a Change in Control,
      then for all purposes of this paragraph, such termination shall be considered
      to
      have occurred immediately following the Change in Control and the Officer’s
      election to so terminate. As used herein, the following terms shall
      mean:

    


    A
      “Change in Control”
      shall be
      deemed to have occurred if (i) there shall be consummated (A) any consolidation
      or merger of the Company in which the Company is not the continuing or surviving
      corporation or pursuant to which shares of the Company’s common stock would be
      converted in whole or in part into cash, securities or other property, other
      than a merger of the Company in which the holders of the Company’s common stock
      immediately prior to the merger, own immediately after the merger a majority
      of
      the voting stock of the surviving corporation, or (B) any sale, lease, exchange
      or transfer (in one transaction or a series of related transactions) of all
      or
      substantially all the assets of the Company, or (ii) the directors of the
      Company shall approve any plan or proposal for the liquidation or dissolution
      of
      the Company, or (iii) any “person” (as such term is used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), other than the Company or a subsidiary thereof, shall become the
      beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
      of
      securities of the Company representing 30% or more of the combined voting power
      of the Company’s then outstanding securities ordinarily (and apart from rights
      accruing in special circumstances) having the right to vote in the election
      of
      directors, as a result of a tender or exchange offer, open market purchases,
      privately negotiated purchases or otherwise, or (iv) at any time during a period
      of two consecutive years, individuals who at the beginning of such period
      constituted the Board of Directors of the Company shall cease to constitute
      at
      least a majority thereof as a result of the election of individuals who were
      not
      the nominees of the Board of Directors of the Company or (v) any other event
      shall occur that would be required to be reported in response to Item 6(e)
      of
      Schedule 14A of Regulation 14A promulgated under the Exchange Act; provided,
      however that the term “Change in Control” shall not include (x) any of the
      foregoing events if approved by Officer or (y) any bona-fide financing approved
      by the Board of Directors. 

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    “Change
      in Control Benefits”
      shall
      mean continued coverage under the Company’s Director’s and Officer’s and medical
      and dental health insurance plan for the Officer and the Officer’s spouse, who
      were covered under such plans on the day prior to the Officer’s termination of
      employment with the Company, for one year from the date of such termination
      at
      no cost to the Officer and his spouse (provided, however, that in the event
      that
      continued participation in any such Company plan is for whatever reason
      impossible, the Company shall arrange upon comparable terms benefits
      substantially equivalent to those that were provided under such Company plan).
      

    


    


    “Change
      in Control Payment”
      shall
      mean an amount equal to 1.5 times the Officer’s annual base salary in effect on
      the date of termination.