Exhibit 10-c


    
      

      

    

    


    AMENDMENT
      NO. 2

    TO

    SHARE
      EXCHANGE AGREEMENT

    


    AMENDMENT
      dated June 3, 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, who were all of the shareholders of entities identified as Scientific
      Industrial Firm Dank LLC, Central Geophysical Expedition LLC and A-Fidan, LLC.
      on February 23, 2006, and by NURLAN JANSEITOV and TIMUR BERGALIYEV, who together
      hold the entire beneficial interest in Caspian International Oil Company (CIOC)
      B.V., a Netherlands corporation (hereinafter referred to as “CIOC”).


    


    WHEREAS,
      the
      Share Exchange Agreement dated February 23, 2006, as amended on May 9, 2006,
      contemplated the acquisition by CRSI of entities identified as Scientific
      Industrial Firm Dank LLC, Central Geophysical Expedition LLC and A-Fidan, LLC;
      and

    


    WHEREAS,
      the
      entities so identified were improperly identified in the Share Purchase
      Agreement; and

    


    WHEREAS,
      95% of
      the capital stock of each of the entities that the parties intend that CRSI
      will
      acquire has been assigned to CIOC; and

     

    WHEREAS,
      the
      parties wish to modify the terms of the Share Exchange Agreement to reflect
      their mutual understanding of the agreement among them, all as set forth herein.
      

    


    NOW,
      THEREFORE,
      it is
      agreed that the Share Exchange Agreement is hereby modified and amended as
      follows:

    


    1.    Exchanging
      Shareholders.
      The
“Exchanging Shareholders” identified in the Share Exchange Agreement shall be
      Nurlan Janseitov and Timur Bergaliyev. 

    


    2.    Operating
      Companies.
      The
“Operating Companies” identified in the Share Exchange Agreement shall be SIF
      Dank LLP, CGE, LLP and Kor-Tazh LLP.

    


    3.    BV-Corp.
      The
“BV-Corp” defined in Section 1(b) of the Share Exchange Agreement shall be
      CIOC.

    


    4.    Share
      Exchange.
      Sections 2(a), 2(b) and 2(c) of the Share Exchange Agreement are hereby
      eliminated and the following is inserted in lieu thereof:

    


    a.
      Prior
      to the Closing Date (defined herein), the Exchanging Shareholders shall cause
      the BV-Corp to acquire the Operating Company Equity in exchange for all of
      the
      equity in the BV-Corp and such other consideration as they shall deem to be
      appropriate under the circumstances. The outstanding shares in the BV-Corp
      will
      be held by a nominee in trust for the Exchanging Shareholders. The percentage
      ownership of the beneficial interest in the BV-Corp will be: Nurlan Janseitov
      -
      60%; Timur Bergaliyev - 40%. 

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    


    b.
      On the
      Closing Date (defined herein), the Exchanging Shareholders shall transfer and
      assign to CRSI all of their interest in the equity of the BV-Corp. The
      Exchanging Shareholders represent and warrant that upon delivery to CRSI of
      a
      Nominee Declaration identifying CRSI as the Owner of the outstanding capital
      stock of the BV-Corp, all of the right, title and interest in said capital
      stock
      will be transferred to CRSI free of Liens, claims and encumbrances, subject
      only
      to the title held by the nominee shareholder in trust for CRSI.

    


    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 between the Exchanging Shareholders in proportion to the relative
      interests of the Exchanging Shareholders in the BV-Corp, as set forth in Section
      2(a) above. No fractional shares will be issued; in lieu thereof, the number
      of
      shares issued to each  

    


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

    


    
      	 	
              A.

            	
              An
                amended Nominee Declaration identifying CRSI as the beneficial owner
                of
                the outstanding capital stock of the BV-Corp.


            


    

    


    6.    Legal
      Opinion.
      Section
      8(a)(E) of the Share Exchange Agreement is hereby eliminated, and the following
      is inserted in lieu thereof:

    


    E.
      An
      opinion of legal counsel to the Exchanging Shareholders to the effect that
      (i)
      the BV-Corp is duly incorporated and in good standing under the laws of The
      Netherlands, and (ii) that the delivery of the amended Nominee Declaration
      recited in Section 8(a)(A) above will vest in CRSI good and marketable title
      to100% of the beneficial interest in the outstanding capital stock of the
      BV-Corp. 

    


    7.    Certificates.
      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 in Section 2(a)
      hereof.

    


    8.    Withdrawal
      of A-Fidan.
      A-Fidan, LLC hereby agrees to the termination of its rights and obligations
      under the Share Exchange Agreement, and that it shall not hereafter be
      considered a party to the Share Exchange Agreement.

    


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

    


    


    
      
        
           

        

        
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    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

    


    /s/
      Nurlan S. Janseitov

    Nurlan
      S.
      Janseitov

    


    /s/
      Timur
      M. Bergaliev

    Timur
      M.
      Bergaliyev

    


    


    A-FIDAN,
      LLC

    


    By:
      /s/
      Reva Klara

    Reva
      Klara

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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